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, 2009





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.





5836 South
Pecos Road


Las Vegas, Nevada,
USA  89120


(Address
of principal executive offices) (Zip Code)





(800)
942-2201


(Registrant's
telephone number, including area code)





______________________________________________________________


(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 5, 2009.





1








TABLE OF
CONTENTS








PagePART
      I - Financial Information
                        
                        3Item
      1. Financial Statements
                        
                        3Balance
      Sheets April 30, 2009, and January 31, 2009 (audited)
                        
                        3Statements
      of Loss for the three month periods ended April 30, 2009 and 2008, and for
      the period from inception on December 21, 2001 to April 30,
      2009.
                        
                        4Statements
      of Cash Flows for the three-month periods ended April 30, 2009 and 2008,
      and for the period from inception on December 21, 2001 to April 30,
      2009.
                        
                        5Notes
      to the Financial Statements
                        
                        6Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                        
                        9Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
                        
                        10Item
      4. Controls and Procedures
                        
                        10PART
      II – Other Information
                        
                        11Item
      1. Legal Proceedings
                        
                        11Item
      1A. Risk Factors
                        
                        11Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                        
                        11Item
      3. Defaults Upon Senior Securities
                        
                        11Item
      4. Submission of Matters to a Vote of Security Holders
                        
                        11Item
      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
      31,2009
                
                
                2009AssetsCURRENT
      ASSETSCash
      and cash equivalents
                
                $
                51,840
                
                
                $
                75,128Prepaid
      expenses
                
                
                -
                
                
                
                894Total
      current assets
                
                
                51,840
                
                
                
                76,022Reclamation
      deposits
                
                
                41,800
                
                
                
                41,800Total
      Assets
                
                $
                93,640
                
                
                $
                117,822LiabilitiesCURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
                
                $
                39,678
                
                
                $
                48,067Total
      current liabilities
                
                
                39,678
                
                
                
                48,067Stockholders'
      EquitySHARE
      CAPITALAuthorized:600,000,000
      (January 31, 2009 – 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, 2009 – 21,292,878) commonissued
      and outstanding at April 30, 2009
                
                
                21,293
                
                
                
                21,293Additional
      paid-in capital
                
                
                3,967,571
                
                
                
                3,967,571DEFICIT
      ACCUMULATED DURING THE EXPLORATION STAGE
                
                
                (3,934,902
                )
                
                
                (3,919,109
                )Total
      stockholders' equity
                
                
                53,962
                
                
                
                69,755Total
      Liabilities and Stockholders' Equity
                
                $
                93,640
                
                
                $
                117,822





The
accompanying notes are an integral part of these financial
statements.





3











American
      Goldfields Inc.(An
      Exploration Stage Company)Statements
      of Operations(Unaudited)InceptionFor
      the three-month periods ended April 30
                              
                              
                              December
      21, 2001 to2009
                              
                              
                              2008
                              
                              
                              April
      30,2009ExpensesMineral
      claim payments andexploration
      expenditures
                              
                              $
                              10,528
                              
                              
                              $
                              76,986
                              
                              
                              $
                              2,778,400Office
      and sundry
                              
                              
                              428
                              
                              
                              
                              8,057
                              
                              
                              
                              528,515Rent
                              
                              
                              1,676
                              
                              
                              
                              1,630
                              
                              
                              
                              29,018Professional
      fees
                              
                              
                              2,300
                              
                              
                              
                              -
                              
                              
                              
                              203,888Transfer
      agent fees
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              6,340Amortization
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              18,000Interest
      expense
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,070Directors’
      fees
                              
                              
                              894
                              
                              
                              
                              2,939
                              
                              
                              
                              35,154Consulting
      fees
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              583,027Total
      expenses
                              
                              
                              (15,826
                              )
                              
                              
                              (89,612
                              )
                              
                              
                              (4,183,412
                              )Gain
      on disposal of mineral properties
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              236,745Interest
      income
                              
                              
                              33
                              
                              
                              
                              -
                              
                              
                              
                              11,765Net
      loss for the period
                              
                              $
                              (15,793
                              )
                              
                              $
                              (89,612
                              )
                              
                              $
                              (3,934,902
                              )Basic
      and diluted loss per shareof
      common stock
                              
                              $
                              (0.00
                              )
                              
                              $
                              (0.00
                              )Weighted
      average shares outstanding–
      basic and diluted
                              
                              
                              21,292,878
                              
                              
                              
                              21,199,128





The
accompanying notes are an integral part of these financial
statements.








4








American
      Goldfields Inc.(An
      Exploration Stage Company)Statements
      of Cash Flows(Unaudited)InceptionFor
      the Three Month Period Ended April 30
                  
                  
                  December
      21, 2001 to2009
                  
                  
                  2008
                  
                  
                  April
      30, 2009Cash
      provided by (used in):Cash
      flows used in operating activitiesNet
      loss for the period
                  
                  $
                  (15,793
                  )
                  
                  $
                  (89,612
                  )
                  
                  $
                  (3,934,902
                  )Adjustments
      to reconcile net loss to netCash
      flows used in operating activities:Stock-based
      compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,729,000Amortization
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  18,000Changes
      in assets and liabilitiesPrepaid
      expenses
                  
                  
                  894
                  
                  
                  
                  458
                  
                  
                  
                  -Accounts
      payable and accrued liabilities
                  
                  
                  (8,389
                  )
                  
                  
                  (111,094
                  )
                  
                  
                  44,221Net
      cash used in operating activities
                  
                  
                  (23,288
                  )
                  
                  
                  (200,248
                  )
                  
                  
                  (2,143,681
                  )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
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  774,000Proceeds
      from the exercise of warrants
                  
                  
                  -
                  
                  
                  
                  218,750
                  
                  
                  
                  218,750Cancellation
      of common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (60,000
                  )Net
      cash from financing activities
                  
                  
                  -
                  
                  
                  
                  218,750
                  
                  
                  
                  2,237,321Cash
      flows used in investing activitiesReclamation
      deposit
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (41,800
                  )-
                  
                  
                  
                  -
                  
                  
                  
                  (41,800
                  )Increase
      (decrease) in cash
                  
                  
                  (23,288
                  )
                  
                  
                  18,502
                  
                  
                  
                  51,840Cash,
      beginning of period
                  
                  
                  75,128
                  
                  
                  
                  29,771
                  
                  
                  
                  -Cash,
      end of period
                  
                  $
                  51,840
                  
                  
                  $
                  48,273
                  
                  
                  $
                  51,840SCHEDULE
      OF NON-CASH ACTIVITIESSettlement
      of accounts payable by contributionfrom
      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, 2009 and 2008





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,
2009.  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, 2009 has been omitted.  The results of
operations for the three month period ended April 30, 2009 are not necessarily
indicative of results for the entire year ending January 31, 2010.





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 the 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 $3,934,902 for the period from December 21, 2001 (inception) to
April 30, 2009, 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, 2009 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, 2009 and 2008





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, 2009 and
2008, 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, 2009
                
                
                850,000
                
                
                $
                1.09Options
      granted
                
                
                -
                
                
                
                -Options
      exercised
                
                
                -
                
                
                
                -Balance,
      April 30, 2009
                
                
                850,000
                
                
                $
                1.09








The
following table summarizes information concerning outstanding and exercisable
common stock options under the 2004 Plan at April 30, 2009:





WeightedAverageRemaining
                    
                    
                    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
                    
                    
                    
                    4.92
                    
                    
                    $
                    0.06
                    
                    
                    
                    50,000
                    
                    
                    $
                    0.06$
                    1.00
                    
                    
                    
                    200,000
                    
                    
                    
                    7.17
                    
                    
                    $
                    1.00
                    
                    
                    
                    200,000
                    
                    
                    $
                    1.00$
                    1.20
                    
                    
                    
                    600,000
                    
                    
                    
                    6.50
                    
                    
                    $
                    1.20
                    
                    
                    
                    600,000
                    
                    
                    $
                    1.20850,000
                    
                    
                    
                    6.56
                    
                    
                    $
                    1.09
                    
                    
                    
                    850,000
                    
                    
                    $
                    1.09





The
aggregate intrinsic value of stock options outstanding, as well as those
exercisable, at April 30, 2009 is $Nil.  All stock options currently
outstanding are exercisable so there is no unrecognized compensation expense at
April 30, 2009.  No stock options were exercised during the quarter
ended April 30, 2009.





3.
Warrants


Warrants
      OutstandingBalance,
      January 31, 2009
                  
                  
                  1,523,300Warrants
      granted
                  
                  
                  -Warrants
      exercised
                  
                  
                  -Balance,
      April 30, 2009
                  
                  
                  1,523,300







7


American
Goldfields Inc.


(An
Exploration Stage Company)





Notes to
the Financial Statements


(Unaudited)





April
30, 2009 and 2008





3.
Warrants - continued




The
following table lists the common share warrants outstanding at April 30,
2009.  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 and on September
12, 2008 he was appointed as the Company’s President, Chief Executive Officer,
Secretary, and Treasurer.  Mr. Kern is also the President of MinQuest
Inc. (“MinQuest”).  All of the Company’s mineral properties have been
optioned from MinQuest.  The Cortez Property Option Agreement requires
the Company to use MinQuest as the primary contractor for exploration activity
undertaken on the property.  All exploration work undertaken on any of
the Company’s properties will be at the direction and discretion of the
Company.  As a result of the extension granted to the Company by
MinQuest on April 21, 2009 the Company did not make any property option payments
during the quarter ended April 30, 2009.  The Company made total
property option payments of $50,000 to MinQuest related to a property option
payment for the Cortez Property for the quarter ended April 30,
2008.  During the quarter ended April 30, 2009 the Company made a
total of $3,600 (April 30, 2008 - $Nil) in payments to Mr. Kern related to
geological services rendered to the Company.





8


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, 2009 Form 10-K 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.





Mr.
Richard Kern is the President of MinQuest Inc. and he became a member of the
Board of Directors of the Company on May 26, 2004.  In addition, on
September 12, 2008 he was also appointed as the Company’s President, Chief
Executive Officer, Secretary, and Treasurer.  All of the Company’s
current mineral properties have been optioned from MinQuest. In addition,
MinQuest has been engaged by the Company as its principal exploration contractor
for all exploration performed on the Company’s current properties. As a result,
a significant portion of the Company’s expenses have been the result of
activities performed directly by Mr. Kern or by subcontractors managed by Mr.
Kern or MinQuest.  As a result of the extension granted to the Company
by MinQuest on April 21, 2009 the Company did not make any property option
payments during the quarter ended April 30, 2009.  The Company made
total property payments of $50,000 to MinQuest related to a property option
payment for the Cortez Property for the quarter ended April 30,
2008.  During the quarter ended April 30, 2009 the Company made a
total of $3,600 (April 30, 2008 - $Nil) in payments to Mr. Kern related to
geological services provided to the Company.





On April
21, 2009 MinQuest granted the Company a one year extension on all of its
property option payments and annual property exploration expenditure
commitments.  As a result of the extension and due to limited
resources available to the Company at the current time, the Company does not
have any immediate plans to undertake any exploration programs on any of its
properties.  However, the Company is seeking new financing and if
sufficient financing can be obtained, the Company will work with MinQuest to
prepare budgets for its respective properties.





Results of
Operations





We did not
earn any revenues during the three months ended April 30, 2009 or
2008.  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, 2009 we incurred a net loss of $15,793 compared to
a net loss of $89,612 for the comparative period in 2008.  Our year to
date net loss for 2009 has decreased from 2008 largely due to lower mineral
claim payments and exploration expenditures.  As a result of limited
resources available to the Company, the Company did not have any active
exploration programs for the three-months ended April 30, 2009.  In
addition, as a result of the extension granted to the Company on April 21, 2009
the Company was not required to make any property option payments for the
three-months ended April 30, 2009.  In the first quarter of 2008 the
Company incurred 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.  General and
administrative expenses have decreased in 2009 compared to 2008 as a result of
lower office and sundry and directors fees partially offset by an increase in
professional fees.





Liquidity and Capital
Resources





We had
cash of $51,840 on April 30, 2009. We anticipate that we will incur the
following through the next twelve months:





·
            $95,000
      in connection with mineral claim payments and $765,000 in exploration
      expenditures of the Company’s
properties;





·
            $43,000
      for operating expenses, including working capital and general, legal,
      accounting and administrative expenses associated with reporting
      requirements under the Securities Exchange Act of
  1934.





9


Net cash
used in operating activities during the three months ended April 30, 2009 was
$23,288 compared to $200,248 during the three months ended April 30,
2008.  The decrease in cash used in the current quarter was largely
due to a decrease in the net loss in 2009 ($15,793) compared to 2008
($89,612).  In addition, in 2008 the Company paid down accounts
payable and accrued liabilities in the amount of $111,094 while in 2009 the
Company reduced accounts payable and accrued liabilities by
$8,389.  There were no financing or investing activities for the
quarter ended April 30, 2009 while in 2008 financing activities for the quarter
related to the receipt of $218,750 from the exercise of share purchase
warrants.  No investing activities occurred in 2008.





Going Concern
Consideration





As shown
in the accompanying consolidated financial statements, the Company has incurred
a net loss of $3,934,902 for the period from December 21, 2001 (inception) to
April 30, 2009, 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, 2009 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.





10


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.





None.





Item
3. Defaults upon Senior Securities.





None.





Item
4. Submission of Matters to a vote of Security Holders.





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
5, 2009





AMERICAN
GOLDFIELDS INC.





By:  /s/ Richard
Kern


Richard
Kern


President,
Chief Executive


Officer,
Secretary and Treasurer


(Principal
executive, financial, and accounting officer)