UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 Form
10-Q
 
 (Mark
One)
 [X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
 ACT
OF 1934
 
 For
the Quarterly Period Ended April 30, 2008
 
 OR
 
 [
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
 ACT
OF 1934
 
 For the
transition period from _____________ to _____________
 
 Commission
file number 000-49996
 
 AMERICAN GOLDFIELDS INC.
 
 (Exact
name of registrant as specified in its charter)
 
 Nevada
                (State
      or other jurisdiction
                of
      incorporation or organization)
              71-0867612
                (I.R.S.
      Employer Identification No.)
 
 200-4170 Still Creek Drive,
Burnaby B.C. V5C 6C6, Canada
 (Address
of principal executive offices) (Zip Code)
 
 (604)
299-6600
 (Registrant's
telephone number, including area code)
 N/A
 (Former
name, former address and former fiscal year, if changed since last
report)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. [X] Yes [  ] No
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filer  [  ]
              Accelerated
      filer  [  ]Non-accelerated
      filer  [  ] (Do not check if a smaller reporting
      company)
              Smaller
      reporting company  [X]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange
Act).  Yes  [   ]  No
[X]
 
 Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 21,292,878 shares of common stock,
$0.001 par value, issued and outstanding as of June 12, 2008.
 
 
  1
  
 TABLE OF
CONTENTS
 
 PagePART
      I - Financial Information
              3Item
      1. Financial Statements
              3Balance
      Sheets April 30, 2008, and January 31, 2008 (audited)
              3Statements
      of Loss for the three month periods ended April 30, 2008 and 2007, and for
      the period from inception on December 21, 2001 to April 30,
      2008.
              4Statements
      of Cash Flows for the three-month periods ended April 30, 2008 and 2007,
      and for the period from inception on December 21, 2001 to April 30,
      2008.
              5Notes
      to the Financial Statements
              6Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
              8Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
              10Item
      4. Controls and Procedures
              10PART
      II – Other Information
              10Item
      1.  Legal Proceedings
              10Item
      1A. Risk Factors
              10Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              10Item
      3. Defaults Upon Senior Securities
              10Item
      4. Submission of Matters to a Vote of Security Holders
              10Item
      5. Other Information
              11Item
      6. Exhibits
              11
 
  2
  
 PART I.
FINANCIAL INFORMATION
 
 Item
1.  Financial Statements.
 
 American
Goldfields Inc.
 (An
Exploration Stage Company)
 Balance
Sheets
 (Unaudited)
 
 April
      30,
              
              
              January
      31,2008
              
              
              2008AssetsCURRENT
      ASSETSCash
      and cash equivalents
              
              $
              48,273
              
              
              $
              29,771Prepaid
      expenses
              
              
              22,330
              
              
              
              22,788Total
      current assets
              
              
              70,603
              
              
              
              52,559Reclamation
      deposits
              
              
              54,968
              
              
              
              54,968Total
      Assets
              
              $
              125,571
              
              
              $
              107,527LiabilitiesCURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
              
              $
              112,921
              
              
              $
              224,015Total
      current liabilities
              
              
              112,921
              
              
              
              224,015Stockholders'
      EquitySHARE
      CAPITALAuthorized:600,000,000
      (January 31, 2008 – 600,000,000) commonshares
      with a par value of $0.001 per share100,000,000
      preferred shares with a par value of $0.001per
      shareIssued:21,292,878
      (January 31, 2008 – 20,980,378) commonissued
      and outstanding at April 30, 2008
              
              
              21,293
              
              
              
              20,980Additional
      paid-in capital
              
              
              3,137,967
              
              
              
              2,919,530Warrants
              
              
              829,604
              
              
              
              829,604DEFICIT
      ACCUMULATED DURING THE EXPLORATION STAGE
              
              
              (3,976,214
              )
              
              
              (3,886,602
              )Total
      stockholders' equity
              
              
              12,650
              
              
              
              (116,488
              )Total
      Liabilities and Stockholders' Equity
              
              $
              125,571
              
              
              $
              107,527
 
 The
accompanying notes are an integral part of these financial
statements.
 
 
 
  3
  
 
 American Goldfields Inc.
 (An
Exploration Stage Company)
 Statements
of Operations
 (Unaudited)
 
 For
      the three-month periods ended April 30
              
              
              Inception
                December
      21, 2001 to2008
              
              
              2007
              
              
              April
      30,2008ExpensesMineral
      claim payments and exploration expenditures
              
              $
              76,986
              
              
              $
              173,758
              
              
              $
              2,646,321Office
      and sundry
              
              
              8,057
              
              
              
              8,116
              
              
              
              507,475Rent
              
              
              1,630
              
              
              
              1,092
              
              
              
              21,651Professional
      fees
              
              
              -
              
              
              
              -
              
              
              
              177,676Transfer
      agent fees
              
              
              -
              
              
              
              85
              
              
              
              6,290Amortization
              
              
              -
              
              
              
              500
              
              
              
              18,000Interest
      expense
              
              
              -
              
              
              
              -
              
              
              
              1,070Directors’
      fees
              
              
              2,939
              
              
              
              2,675
              
              
              
              26,017Consulting
      fees
              
              
              -
              
              
              
              -
              
              
              
              583,027Total
      expenses
              
              
              (89,612
              )
              
              
              (186,226
              )
              
              
              (3,987,527
              )Interest
      income
              
              
              -
              
              
              
              -
              
              
              
              11,313Net
      loss for the period
              
              $
              (89,612
              )
              
              $
              (186,226
              )
              
              $
              (3,976,214
              )Basic
      and diluted loss per share of common stock
              
              $
              (0.00
              )
              
              $
              (0.01
              )Weighted
      average shares outstanding – basic and diluted
              
              
              21,199,128
              
              
              
              20,315,631
 
 The
accompanying notes are an integral part of these financial
statements.
 
  4
  
 
 American Goldfields Inc.
 (An
Exploration Stage Company)
 Statements
of Cash Flows
 (Unaudited)
 
 For
      the Three Month Period Ended April 30
              
              
              Inception
                December
      21, 2001 to2008
              
              
              2007
              
              
              April
      30, 2008Cash
      provided by (used in):Cash
      flows used in operating activitiesNet
      loss for the period
              
              $
              (89,612
              )
              
              $
              (186,226
              )
              
              $
              (3,976,214
              )Adjustments
      to reconcile net loss to netCash
      flows used in operating activities:Stock-based
      compensation
              
              
              -
              
              
              
              -
              
              
              
              1,729,000Amortization
              
              
              -
              
              
              
              500
              
              
              
              18,000Changes
      in assets and liabilitiesPrepaid
      expenses
              
              
              458
              
              
              
              (483
              )
              
              
              (22,330
              )Accounts
      payable and accrued liabilities
              
              
              (111,094
              )
              
              
              (116,158
              )
              
              
              117,464Accounts
      payable - related party (note 4)
              
              
              -
              
              
              
              (30,000
              )
              
              
              -Net
      cash used in operating activities
              
              
              (200,248
              )
              
              
              (332,367
              )
              
              
              (2,134,080
              )Cash
      flows from (used in)financing activitiesProceeds
      from loan
              
              
              -
              
              
              
              -
              
              
              
              60,000Repayment
      of loan principal
              
              
              -
              
              
              
              -
              
              
              
              (60,000
              )Proceeds
      from the issue of common stock
              
              
              -
              
              
              
              -
              
              
              
              1,304,571Proceeds
      from the exercise of stock options
              
              
              -
              
              
              
              4,500
              
              
              
              774,000Proceeds
      from the exercise of warrants
              
              
              218,750
              
              
              
              -
              
              
              
              218,750Cancellation
      of common stock
              
              
              -
              
              
              
              -
              
              
              
              (60,000
              )Net
      cash from financing activities
              
              
              218,750
              
              
              
              4,500
              
              
              
              2,237,321Cash
      flows used in investing activitiesReclamation
      deposit
              
              
              -
              
              
              
              -
              
              
              
              (54,968
              )-
              
              
              
              -
              
              
              
              (54,968
              )Increase
      (decrease) in cash
              
              
              18,502
              
              
              
              (327,867
              )
              
              
              48,273Cash,
      beginning of period
              
              
              29,771
              
              
              
              385,512
              
              
              
              -Cash,
      end of period
              
              $
              48,273
              
              
              $
              57,645
              
              
              $
              48,273SCHEDULE
      OF NON-CASH ACTIVITIESSettlement
      of accounts payable by contribution from a shareholder
              
              $
              -
              
              
              $
              -
              
              
              $
              4,543Web-site
      development costs related to non – Employee stock-based
      compensation
              
              $
              -
              
              
              $
              -
              
              
              $
              18,000
 
 The
accompanying notes are an integral part of these financial
statements.
 
  5
  
 American
Goldfields Inc.
 (An
Exploration Stage Company)
 
 Notes to
the Financial Statements
 (Unaudited)
 
 April
30, 2008 and 2007
 
 1.
Basis of Presentation and Going Concern Considerations
 
 The
unaudited financial information furnished herein reflects all adjustments, which
in the opinion of management are necessary to fairly state the financial
position of American Goldfields Inc. (the “Company”) and the results of its
operations for the periods presented.  This report on Form 10-Q should
be read in conjunction with the Company’s financial statements and notes thereto
included in the Company’s Form 10-K for the fiscal year ended January 31,
2008.  The Company assumes that the users of the interim financial
information herein have read or have access to the audited financial statements
for the preceding fiscal year and that the adequacy of additional disclosure
needed for a fair presentation may be determined in that
context.  Accordingly, footnote disclosure, which would substantially
duplicate the disclosure contained in the Company’s Form 10-K for the fiscal
year ended January 31, 2008 has been omitted.  The results of
operations for the three month period ended April 30, 2008 are not necessary
indicative of results for the entire year ending January 31, 2009.
 
 Organization
 
 The
Company was incorporated in the State of Nevada, U.S.A., on December 21,
2001.  On February 24, 2004, the Company and a majority of the
Company’s stockholders authorized the changing of the Company’s name to American
Goldfields Inc.  The name change became effective March 31,
2004.
  Exploration Stage
Activities
 
 The
Company has been in the exploration stage since its formation and has not yet
realized any revenues from its planned operations.  It is primarily
engaged in the acquisition and exploration of mining properties.  Upon
location of a commercial minable reserve, the Company expects to actively
prepare the site for its extraction and enter a development stage.
  Going
Concern
  The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern.
  As shown
in the accompanying consolidated financial statements, the Company has incurred
a net loss of $3,976,214 for the period from December 21, 2001 (inception) to
April 30, 2008, and has no sales.  The future of the Company is
dependent upon its ability to obtain financing and upon future profitable
operations from the development of its mineral properties.  Management
is seeking additional capital through an equity financing.  The
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
  2.
Stock Options
  Effective
February 1, 2006, the Company adopted the provisions of SFAS No. 123(R)
“Share Based Payment” (SFAS No. 123(R)).  SFAS No. 123(R)
requires employee equity awards to be accounted for under the fair value
method.  Accordingly, share-based compensation is measured at grant
date based on the fair value of the award.  No stock options were
granted to employees during the three-month periods ended April 30, 2007 or
2008.  Therefore no compensation expense is required to be recognized
under provisions of SFAS No. 123(R).
  Prior to
February 1, 2006, the Company accounted for awards granted to employees under
its equity incentive plans using the intrinsic value method prescribed by
Accounting Principles Board (APB) Opinion No. 25, “Accounting for
Stock Issued to Employees” (APB 25), and related interpretations, and provided
the required pro forma disclosures prescribed by SFAS No. 123, “Accounting
for Stock-Based Compensation” (SFAS No. 123), as
amended.   No stock options were granted to employees during the
year ended January 31, 2006 and accordingly, no compensation expense was
recognized under APB No. 25 and no compensation expense was required to be
recognized under provisions of SFAS No. 123(R) with respect to
employees.
  Under the
modified prospective method of adoption for SFAS No. 123(R), the
compensation cost recognized by the Company beginning on February 1, 2006
includes (a) compensation cost for all equity incentive awards granted
prior to, but not yet vested as of February 1, 2006, based on the grant-date
fair value estimated in accordance with the original provisions of SFAS
No. 123, and (b) compensation cost for all equity incentive awards
granted subsequent to February 1, 2006, based on the grant-date fair value
estimated in accordance with the provisions of SFAS
No. 123(R).  The Company uses the straight-line attribution
method to recognize share-based compensation costs over the service period of
the award. Upon exercise, cancellation, forfeiture, or expiration of stock
options, or upon vesting or forfeiture of restricted stock units, deferred tax
assets for options and restricted stock units with multiple vesting dates are
eliminated for each vesting period on a first-in, first-out basis as if each
vesting period was a separate award. To calculate the excess tax benefits
available for use in offsetting future tax shortfalls as of the date of
implementation, the Company followed the alternative transition method discussed
in FASB Staff Position No. 123(R)-3.
  6
  
 American
Goldfields Inc.
 (An
Exploration Stage Company)
 
 Notes to
the Financial Statements
 (Unaudited)
 
 April
30, 2008 and 2007
 
 2.
Stock Options - continued
 
 In March
2004, the Board of Directors adopted the American Goldfields Inc.’s 2004 Stock
Option Plan (the 2004 Plan) reserving 5,000,000 common shares for grant to
employees, directors and consultants.  Because additional stock
options are expected to be granted in future periods, the following stock-based
compensation expenses are not representative of the effects on reported
financial results for future periods.
 
 During the three months ended April 30, 2008 and
2007, the Company did not grant any options under the 2004 plan.
 
 Activity
under the 2004 Plan is summarized as follows:
 
 WeightedAverageOptions
              
              
              ExerciseOutstanding
              
              
              PriceBalance,
      January 31, 2008
              
              
              850,000
              
              
              $
              1.09Options
      granted
              
              
              -
              
              
              $
              -Options
      exercised
              
              
              -
              
              
              $
              -Balance,
      April 30, 2008
              
              
              850,000
              
              
              $
              1.09
 
 
 The
following table summarizes information concerning outstanding and exercisable
common stock options under the 2004 Plan at April 30, 2008:
 
 WeightedAverage
              Remaining
              Weighted
              Number
      of
              WeightedRange
      of
              Number
      of
              Contractual
              Average
              Options
              AverageExercise
              Options
              Life
              Exercise
              Currently
              ExercisePrices
              Outstanding
              (in
      Years)
              Price
              Exercisable
              Price$0.06
              50,000
              5.92
              $0.06
              50,000
              $0.06$1.00
              200,000
              8.17
              $1.00
              200,000
              $1.00$1.20
              600,000
              7.50
              $1.20
              600,000
              $1.20850,000
              7.56
              $1.09
              850,000
              $1.09
 
 The
aggregate intrinsic value of stock options outstanding, as well as those
exercisable, at April 30, 2008 is $16,500.  All stock options
currently outstanding are exercisable so there is no unrecognized compensation
expense at April 30, 2008.  No stock options were exercised during the
quarter ended April 30, 2008.
 
 3.
Warrants
  Warrants
      OutstandingBalance,
      January 31, 2008
              
              
              1,835,800Warrants
      granted
              
              
              -Warrants
      exercised
              
              
              (312,500
              )Balance,
      April 30, 2008
              
              
              1,523,300
  
  
  7
   
 
 American
Goldfields Inc.
 (An
Exploration Stage Company)
 
 Notes to
the Financial Statements
 (Unaudited)
 
 April
30, 2008 and 2007
 
 3.
Warrants - continued
  The
following table lists the common share warrants outstanding at April 30,
2008.  Each warrant is exchangeable for one common share.
 
 Quantity
              Exercise
                Price
              Exercise
                Period403,600
              $
      1.50
              November
      4, 2005 to November 4, 2010403,600
              $
      2.00
              May
      4, 2006 to May 4, 2011403,600
              $
      2.50
              November
      4, 2006 to November 4, 2011312,500
              $
      0.74
              February
      6, 2008 to February 6, 20131,523,300
 
 4.
Related Party Transactions
 
 On May
26, 2004, Mr. Richard Kern joined the Company’s Board of
Directors.  Mr. Kern is also the President of MinQuest Inc
(“MinQuest”).  All of the Company’s mineral properties have been
optioned from MinQuest.  The Imperial and Cortez Property Option
Agreements require the Company to use MinQuest as the primary contractor for
exploration activity undertaken on the properties.  All exploration
work undertaken on any of the Company’s properties will be at the direction and
discretion of the Company.   For the quarter ended April 30,
2008, the Company made total property payments of $50,000 (April 30, 2007 -
$40,000) to MinQuest related to a property option payment for the Cortez
Property.  During the quarters ended April 30, 2008 and 2007 the
Company did not make any payments to Mr. Kern.
  On July
12, 2006 the Company and its President entered into an Agreement, pursuant to
which the Company acquired 3,000,000 common shares of the Company’s stock owned
by the President for a purchase price of $0.01 per share.   The
payment of the $30,000 purchase price was made on April 30, 2007.
  5.
Subsequent Event
 
 On May
30, 2008, the Company entered into an Assignment and Assumption Agreement (the
“Agreement”) with Patriot Gold Corp., a Nevada corporation (“Patriot”), to
assign the exclusive option to an undivided right, title and interest in 22
unpatented Federal mining claims located in Esmeralda County, Nevada known as
the Imperial Property (the “Property”). The Company had originally acquired
its exclusive option on the Property on June 30, 2004, when it entered into a
Property Option Agreement (the “Property Agreement”) with MinQuest Inc., the
owner of the Property.
 
 Pursuant
to the Agreement, Patriot assumed the rights, and agreed to perform all of the
duties and obligations, of the Company arising under the Property Agreement.
Simultaneous with the execution and delivery of the Agreement, Patriot paid the
Company $250,000, which amount represents the full payment and satisfaction for
the assignment by the Company to Patriot of the Property Agreement and all
rights and obligations with respect thereto. Included in the assignment were,
without limitation, all sums incurred by the Company in connection with the
Property, specifically (i) the refunding of the reclamation bond previously paid
by the Company to the Bureau of Land Management in Nevada in the amount of
$13,255; (ii) the $276,944 of expenditures incurred by the Company prior to the
Agreement; and (iii) the $120,000 paid to MinQuest Inc. as option payments under
the Property Agreement.
 
 Item
2.              Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
 
 The
following discussion should be read in conjunction with the financial statements
of American Goldfields Inc. (the “Company”), which are included elsewhere in
this Form 10-Q.  Certain statements contained in this report,
including statements regarding the anticipated development and expansion of the
Company's business, the intent, belief or current expectations of the Company,
its directors or its officers, primarily with respect to the future operating
performance of the Company, and other statements contained herein regarding
matters that are not historical facts, are "forward-looking" statements within
the meaning of the Private Securities Litigation Reform Act (the "Reform Act").
Future filings with the Securities and Exchange Commission, future press
releases and future oral or written statements made by or with the approval of
the Company, which are not statements of historical fact, may contain
forward-looking statements, as defined under the Reform Act. Because such
statements include risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements. For a more
detailed listing of some of the risks and uncertainties facing the Company,
please see the January 31, 2008 Form 10-K
  8
  filed by
the Company with the Securities and Exchange Commission.
 
 All
forward-looking statements speak only as of the date on which they are made. The
Company undertakes no obligation to update such statements to reflect events
that occur or circumstances that exist after the date on which they are
made.
 
 Plan of
Operation
 
 The
Company was incorporated in the State of Nevada, U.S.A., on December 21,
2001.  The Company has been in the exploration stage since its
formation and has not yet realized any revenues from operations.  It
is primarily engaged in the acquisition and exploration of mining
properties.  Upon location of a commercially minable reserve, the
Company expects to actively prepare the site for extraction and enter a
development stage.
 
 Over the
next twelve months, the Company intends to explore its various properties to
determine whether there are commercially exploitable reserves of gold and silver
or other metals.  The Company does not intend to hire any employees or
to make any purchases of equipment over the next twelve months, as it intends to
rely upon outside consultants to provide all the tools needed for the
exploratory work being conducted.
 
 During
2007 the Company conducted drill programs on the Hercules Property, where
drilling was completed in March 2008, and on the Gilman Property, where drilling
started in January 2008 but was suspended due to winter conditions and has not
been restarted yet.
 
 Even with
the $250,000 received on May 30, 2008 from the assignment of the Imperial
Property, current cash on hand is insufficient for all of the Company’s
commitments for the next 12 months. We anticipate that the additional funding
that we require will be in the form of equity financing from the sale of our
common stock.  However, we cannot provide investors with any assurance
that we will be able to raise sufficient funding from the sale of our common
stock to fund additional phases of the exploration program, should we decide to
proceed.  We believe that debt financing will not be an alternative
for funding any further phases in our exploration program.  The risky
nature of this enterprise and lack of tangible assets places debt financing
beyond the credit-worthiness required by most banks or typical investors of
corporate debt until such time as an economically viable mine can be
demonstrated.  We do not have any arrangements in place for any future
equity financing.
 
 Notwithstanding,
we cannot be certain that any required additional financing will be available on
terms favorable to us. If additional funds are raised by the issuance of our
equity securities, such as through the issuance and exercise of warrants, then
existing stockholders will experience dilution of their ownership interest. If
additional funds are raised by the issuance of debt or other equity instruments,
we may be subject to certain limitations in our operations, and issuance of such
securities may have rights senior to those of the then existing holders of
common stock. If adequate funds are not available or not available on acceptable
terms, we may be unable to fund expansion, develop or enhance services or
respond to competitive pressures.
 
 Results of
Operations
 
 We did
not earn any revenues during the three months ended April 30, 2008 or
2007.  We do not anticipate earning revenues until such time as we
have entered into commercial production of our mineral properties.  We
are presently in the exploration stage of our business and we can provide no
assurance that we will discover commercially exploitable levels of mineral
resources on our properties, or if such resources are discovered, that we will
enter into commercial production of our mineral properties.
 
 During
the three months ended April 30, 2008, we incurred a net loss of $89,612
compared to a net loss of $186,226 for the comparative period in
2007.  Our year to date net loss for 2008 has decreased from 2007
largely due to lower mineral claim payments and exploration
expenditures.  In the first quarter of 2008 the Company’s only
significant mineral claim payments and exploration expenditures related to assay
and lab analysis costs for the Hercules drill program and a $50,000 property
option payment made for the Cortez Property.  In the first quarter of
2007 the Company was completing the drill programs on its Hercules and Bankop
properties.  Both of these drill programs had begun in the late fall
of 2006.  In addition, during 2007 the Company made a $40,000 property
option payment relating to the Cortez Property.
 
 Liquidity and Capital
Resources
 
 We had
cash of $48,273 on April 30, 2008. We anticipate that we will incur the
following through the next twelve months:
 
 ·
              $130,000
      in connection with mineral claim payments and $793,000 in exploration
      expenditures of the Company’s
properties;
 
 ·
              $90,000
      for operating expenses, including working capital and general, legal,
      accounting and administrative expenses associated with reporting
      requirements under the Securities Exchange Act of
  1934.
 
 Net cash
used in operating activities during the three months ended April 30, 2008 was
$200,248 compared to $332,367 during the three months ended April 30,
2007.  The decrease in cash used in the current quarter was largely
due to a decrease in the net loss in 2008 ($89,612) compared to 2007
($186,226).  In addition, in 2007 the Company made a $30,000 payment
to its President in relation to the purchase and cancellation of 3,000,000
common shares owned by the President.  Financing activities for the
quarter ended April 30, 2008 related to the receipt of $218,750 from the
exercise of share purchase warrants, while in 2007 $4,500 was received from the
exercise of stock options.  No investing activities occurred in either
2008 or 2007.
  9
  
 Going Concern
Consideration
 
 As shown
in the accompanying consolidated financial statements, the Company has incurred
a net loss of $3,976,214 for the period from December 21, 2001 (inception) to
April 30, 2008, and has no sales.  The future of the Company is
dependent upon its ability to obtain financing and upon future profitable
operations from the development of its mineral properties.  Management
has plans to seek additional capital through a private placement and public
offering of its common stock.  The consolidated financial statements
do not include any adjustments relating to the recoverability and classification
of recorded assets, or the amounts and classification of liabilities that might
be necessary in the event the Company cannot continue in existence.
  There is
substantial doubt about our ability to continue as a going concern. Accordingly,
our independent auditors included an explanatory paragraph in their report on
the January 31, 2008 financial statements regarding concerns about our ability
to continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.
 
 Off-Balance Sheet
Arrangements
 
 We  do  not  have  any  off-balance
sheet debt nor did we have any transactions,
arrangements,  obligations  (including  contingent  obligations)  or  other
relationships  with any unconsolidated entities or other persons that
may have a material  current or future effect on financial conditions,
changes in financial
conditions,  result  of  operations,  liquidity,  capital  expenditures,
capital
resources,  or  significant  components  of  revenue  or  expenses.
 
 Item
3. Quantitative and Qualitative Disclosures About Market Risk.
 
 Smaller
reporting companies are not required to provide the information required by this
Item 3.
 
 Item
4. Controls and Procedures.
 
 Evaluation of Disclosure
Controls and Procedures
 
 Our  disclosure
controls and procedures are designed  to  ensure that
information required to be disclosed in reports that we file or submit under the
Securities Exchange Act of 1934 is recorded,
processed,  summarized  and  reported  within  the  time  periods
specified  in the rules and forms of the United States Securities and
Exchange Commission. Our principal executive officer
and  principal  financial officer have reviewed the
effectiveness  of  our "disclosure
controls  and  procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered by this report and  have  concluded  that
our disclosure controls and procedures are effective to ensure that material
information relating to the Company is recorded, processed, summarized, and
reported in a  timely  manner.  There were no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the last day they were
evaluated by our principal executive officer and principal financial
officer.
 
 Changes in Internal Controls
over Financial Reporting
 
 There
have been no changes in the Company's internal control over financial reporting
during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
 
 PART II -
OTHER INFORMATION
 Item
1. Legal Proceedings.
 
 There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company is a party or has a material
interest adverse to the Company.  The Company’s property is not the
subject of any pending legal proceedings.
 
 Item
1A. Risk Factors.
 
 None.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
 During
the quarter ended April 30, 2008 we issued a total of 312,500 shares of common
stock, following exercise of all of the class A warrants issued in our December
6, 2007 private placement.  The aggregate exercise price of the
warrants was $218,750 and no underwriting discounts or commission were
incurred.  The shares issued upon exercise of the class A warrants
were issued pursuant to an exemption from the registration requirements of the
Securities Act of 1933, under Rule 4(2) of the Securities Act and Regulation S
thereunder.
 
 Item
3. Defaults upon Senior Securities.
 
 None.
 
 Item
4. Submission of Matters to a vote of Security Holders.
  10
  
 None.
  Item
5. Other information.
 
 The
disclosure provided pursuant to Part II Item 2 above is incorporated herein by
reference.
 
 Item
6. Exhibits.
 
 Exhibit No.
              Description
              Where Found31.1
              Rule
      13a-14(a)/15d14(a) Certifications
              Attached
      Hereto32.1
              Section
      1350 Certifications
              Attached
      Hereto
 
 
 
  11
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 of 15(d) of the Securities Exchange act of
1934, as amended, the Registrant has duly caused this report to be signed on
behalf by the undersigned, thereunto duly authorized.
 
 
 Date:   June
12, 2008
 
 AMERICAN
GOLDFIELDS INC.
 
 By:  /s/ Donald
Neal
 Donald
Neal
 President,
Chief Executive
 Officer,
Secretary and Treasurer
 (Principal
executive, financial, and accounting officer)