Exhibit 31

    CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

I, Donald Neal, President, Chief Executive Officer,  Secretary, and Treasurer of
American Goldfields Inc. (the "Company"), certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of the Company;

         2. Based on my  knowledge,  this  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition,  results of operations and cash flows of the Company as of,
and for, the periods presented in this report;

         4.  I  am  responsible  for  establishing  and  maintaining  disclosure
controls  and  procedures  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
15d-15(f)) for the Company and have:

         a. Designed such  disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  Company,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

         b. Designed such disclosure control over financial reporting, or caused
such  internal  control  over  financial  reporting  to be  designed  under  our
supervision,  to provide  reasonable  assurance  regarding  the  reliability  of
financial  reporting and the  preparation  of financial  statements for external
purposes in accordance with generally accepted accounting principles;

         c. Evaluated the effectiveness of the Company's disclosure controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

         d.  Disclosed  in this  report  any  change in the  Company's  internal
control over financial  reporting that occurred during the Company's most recent
fiscal quarter (in the case of an annual report, the fourth fiscal quarter) that
has  materially  affected,  or is reasonably  likely to materially  affect,  the
Company's internal control over financial reporting; and

         5. I have  disclosed,  based on my most recent  evaluation  of internal
control  over  financial  reporting,  to the  Company's  auditors  and the audit
committee  of the  Company's  board of  directors  (or  persons  performing  the
equivalent functions):

         a. All significant  deficiencies and material  weaknesses in the design
or operation of internal  control over financial  reporting which are reasonably
likely to adversely affect the Company's ability to record,  process,  summarize
and report financial information; and

         b. Any fraud,  whether or not  material,  that  involves  management or
other employees who have a significant  role in the Company's  internal  control
over financial reporting.

Dated: November 30, 2005




/s/ Donald Neal
----------------------
Donald Neal, President,
Chief Executive Officer,
Secretary and Treasurer
(Principal Executive Officer and
Principal Financial Officer)