UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (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, 2004

                                       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 NUMBER000-49995

                            AMERICAN GOLDFIELDS INC.

             (Exact name of registrant as specified in its charter)



           Nevada                                         71-0867612
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


            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)

(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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock,  $0.001 par value,  24,914,278  shares  outstanding  as of June 3,
2004.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (ELECT ONE) ___ YES __X___ NO








<PAGE>

                            AMERICAN GOLDFIELDS INC.
                         (FORMERLY BAYMONT CORPORATION)


                                      INDEX


PART I. FINANCIAL INFORMATION

Item 1.Unaudited Interim Financial Statements:

      Balance Sheets
      April 30, 2004, and January 31, 2004 (audited)

         Statements  of Loss and Deficit for the three month periods ended April
         30, 2004 and 2003,  and for the period from  inception  on December 21,
         2001 to April 30, 2004.

         Statement of Changes in Stockholders' Equity for the three-month period
         ended April 30, 2004, and for the period from inception on December 21,
         2001 to April 30, 2004.

         Statements  of Cash Flows for the  three-month  periods ended April 30,
         2004 and 2003,  and for the period from  inception on December 21, 2001
         to April 30, 2004.

         Notes to the Financial Statements

Item 2. Management's Discussion and Analysis or Plan of Operation

Item 3. Controls and Procedures

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities and Use of Proceeds

Item 3. Defaults upon Senior Securities

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

Item 5. Other information

Item 6. Exhibits and reports on Form 8-K

Signatures


<PAGE>

                                    CONTENTS

FINANCIAL STATEMENTS

Balance Sheets

Statements of Operations and Deficit

Statement of Changes in Stockholders' Equity

Statements of Cash Flows

Notes to the Financial Statements





<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------

American Goldfields Inc.
(formerly Baymont Corporation)
(An Exploration Stage Company)
Consolidated Balance Sheets
(Expressed in US Dollars)
                                                                                    April 30          January 31
                                                                                        2004                2004
----------------------------------------------------------------------- --------------------- -------------------
Assets                                                                           (Unaudited)
CURRENT ASSETS
<S>                                                                     <C>                   <C>
     Cash                                                               $            63,230   $           12,104
     Prepaid expenses                                                                   430                  330
                                                                        -- ------------------ -- ----------------

          Total current assets                                                       63,660               12,434
                                                                        -- ------------------ -- ----------------

Total Assets                                                             $           63,660    $          12,434
===================================================================================================================

Liabilities and Stockholders' Equity

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                            $            21,046   $          10,572
                                                                        -- ------------------ -- ----------------

          Total current liabilities                                                   21,046              10,572
                                                                        -- ------------------ -- ----------------

Stockholders' Equity
     Common  stock, $0.001 par value, 600,000,000 (January 31, 2004 -
     100,000,000) shares authorized and 24,914,278 (January 31, 2004 -
     53,914,278) shares issued and
     outstanding at April 30, 2004                                                    24,914             53,914
     Additional paid-in capital                                                      135,200             41,657
     Accumulated deficit                                                            (117,500)           (93,709)
                                                                         -- ------------------ -- ----------------

          Total stockholders' equity                                                  42,614              1,862
                                                                         -- ------------------ -- ----------------

Total Liabilities and Stockholders' Equity                                $           63,660    $        12,434
===================================================================================================================
</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------

American Goldfields Inc.
(formerly Baymont Corporation)
(An Exploration Stage Company)
Consolidated Statements of Loss and Deficit
(Unaudited)
(Expressed in US Dollars)

                                              For the three-month periods ended April 30                Inception
                                            ---------------------------------------------         December 21, 2001 to

                                                        2004                 2003                     April 30,2004
                                             --  -------------     -- ---------------        -- ----------------------

Expenses
<S>                                          <C>                   <C>                       <C>
     Mineral property acquisition and
       exploration expenditures                           -                     -                           14,524
     Office and sundry                                 4,693                  225                            7,868
     Rent                                                814                  150                            2,754
     Professional fees                                16,724                1,051                           81,529
     Transfer agent fees                               1,560                  600                            3,825
     Directors fees                                       -                     -                            5,000
     Consulting fees                                      -                     -                            2,000
                                           -----------------------------------------------------------------------
Net loss for the period                              (23,791)              (2,026)                        (117,500)

Deficit accumulated during the exploration stage,
     Beginning of the period                         (93,709)             (65,343)
                                            -- ---------------    -- --------------

Deficit accumulated during the exploration stage,
     End of the period                      $       (117,500)       $     (67,369)
                                           -- ---------------     -- --------------
===================================================================================================================


Basic and diluted loss per share
    of common stock                         $         (0.00)        $       (0.00)
===================================================================================================================


Weighted average shares outstanding
- basic and diluted                              43,603,167             53,914,278
===================================================================================================================
</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------

American Goldfields Inc
(formerly Baymont Corporation)
(An Exploration Stage Company)
Consolidated Statement of Changes in Stockholders' Equity
(Unaudited)
(Expressed in US Dollars)


                                                             Additional                      Total
                                    Common Stock              Paid-in       Accumulated
Stockholders
                                Shares          Amount       Capital        Deficit         Equity
---------------------------   -----------    -----------    -----------    -----------    -----------
<S>                           <C>           <C>            <C>             <C>             <C>
Balance, January 31, 2004(1)  53,914,278    $    53,914    $  41,657       $ (93,709)      $   1,862

Contributions by shareholders         --              --       4,543               --          4,543

Cancellation of shares       (30,000,000)        (30,000)     30,000               --             --

Exercise of stock options      1,000,000           1,000      59,000               --         60,000

Net loss                              --              --          --          (23,791)       (23,791)
---------------------------   -----------    -----------    -----------    -----------    -----------

Balance, April 30, 2004       24,914,278    $     24,914   $  135,200     $ (117,500)    $   42,614
=======================================================================================================================
</TABLE>
(1) Adjusted for the 6:1 stock split.

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

<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------

American Goldfields Inc.
(formerly Baymont Corporation)
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
Unaudited) (Expressed in US Dollars)
                                                  For the Three Month Period Ended April 30     Inception December 21,
                                                             2004                   2003        2001 to April 30, 2004
------------------------------------------------ -- ----------------- -- ------------------ -- -----------------------
Cash provided by (used in):

Cash flows from operating activities
<S>                                               <C>                 <C>                   <C>
     Net loss for the period                      $        (23,791)   $            (2,026)  $              (117,500)
     Changes in assets and liabilities
         Prepaid expenses                                     (100)                  (183)                     (430)
         Accounts payable and accrued liabilities           15,017                   (640)                   25,589
                                                 --  ----------------- -- ------------------ -- ---------------------

      Net cash from operating activities                   (8,874)                 (2,849)                  (92,341)

Cash flows from financing activities
      Proceeds from the issue of common stock                   -                       -                     95,571
      Proceeds from the exercise of stock options          60,000                       -                     60,000
                                                 -- ----------------- -- ------------------ -- ---------------------
      Net cash from financing activities                   60,000                       -                    155,571
                                                 -- ----------------- -- ------------------  -- ---------------------
Increase (decrease) in cash                                51,126                  (2,849)                    63,230

Cash, beginning of period                                  12,104                  30,868                          -
                                                 -- ----------------- -- ------------------  -- ---------------------
Cash, end of period                              $         63,230    $             28,019    $                63,230
======================================================================================================================
SCHEDULE OF NON-CASH ACTIVITIES
      Settlement of accounts payable by contribution
         from a shareholder                      $          4,543    $                  -    $                 4,543
</TABLE>

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




<PAGE>

AMERICAN GOLDFIELDS INC.
(formerly Baymont Corporation)
(An Exploration Stage Company)

 Notes to the Financial Statements
                                   (Unaudited)

                             APRIL 30, 2004 AND 2003

1. NATURE OF BUSINESS AND ABILITY TO CONTINUE AS A GOING CONCERN

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  $117,500  for  the  period  from  December  21,  2001
(inception)  to April 30, 2004,  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
considering seeking additional capital through an equity raise. 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. COMMON STOCK

On February  23, 2004,  the Company  approved a 6:1 forward  stock  split.  As a
result of the stock split, an additional  44,928,565 shares of common stock were
issued.  The par value of the  common  stock  remained  unchanged  at $0.001 per
common share but the authorized  number of common stock increased to 600,000,000
from 100,000,000.

On March 31, 2004,  the two  Directors of the company each  returned  15,000,000
shares  (such  number  reflects the 6:1 stock split) of common stock to treasury
for no proceeds.

3. STOCK OPTIONS

The Company applies  Accounting  Principles  Board Opinion No. 25 ("APB No. 25")
and related  interpretations  in accounting for its employee common stock option
plans. Accordingly,  compensation costs are recognized as the difference between
the exercise price of each option and the market price of the Company's stock at
the  date of  each  grant.  The  Company  did not  charge  operations  with  any
compensation  expense in either of the three-month  periods ended April 30, 2004
or 2003.

The Company  accounts for the grant of options to  non-employees  using the fair
value-based  method  prescribed  in Statement of Financial  Accounting  Standard
("SFAS")  No.  123 (as  amended  by SFAS 143),  using the  Black-Scholes  option
pricing model.  Compensation  for unvested options is amortized over the vesting
period.

Had compensation expense on options granted in the current year to employees and
directors  been  determined  based on the  fair  value at the  grant  dates,  as
described in the SFAS No. 123, the  Company's net loss and loss per common share
would have been as follows:
<TABLE>
<CAPTION>
                                                                      Three months ended April 30
                                                                          2004                 2003
                                                             -- ----------------- -- -----------------
<S>                                                          <C>                  <C>
Net loss, as reported                                        $          (23,791)  $           (2,026)
Deduct total stock-based employee compensation
  under fair based methods for all awards                               (61,200)                   -
                                                             -- ----------------- -- -----------------

Pro-forma net loss                                           $          (84,991)   $          (2,026)
                                                             ==================== ====================
Loss per common share - basic and diluted
  - As reported                                              $            (0.00)  $            (0.00)
  - Pro-forma                                                $            (0.00)  $            (0.00)
</TABLE>


<PAGE>

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 directors and employees.  The fair value of each option is estimated on
the  date of  grant  using  the  Black-Scholes  option  pricing  model  with the
following  assumptions  for the quarter ended April 30, 2004: (1) dividend yield
of 0%, (2) expected  volatility of 165%,  (3) risk free interest rate of 3% and,
(4) expected life of 1 year. The weighted  average fair value of options granted
for the  quarter  ended  April 30, 2004 was  $0.024.  Because  additional  stock
options  are  expected  to be  granted  in future  periods,  the above pro forma
disclosures are not  representative  of pro forma effects on reported  financial
results for future periods.

Activity under the 2004 Plan is summarized as follows:
<TABLE>
<CAPTION>
                                                                                                  Weighted
                                                 Options                                           Average
                                                 Available                  Options               Exercise
                                                 For Grant                Outstanding               Price
                                           -----------------       -- --------------- --- -----------------
<S>                                        <C>                     <C>                <C>
Balance, January 31, 2004                                -                       -    $                  -

Options granted                                  1,700,000                1,700,000   $               0.06
Options exercised                                        -               (1,000,000)  $               0.06
                                           -----------------       -- --------------- --- -----------------

Balance, April 30, 2004                          3,300,000                  700,000   $               0.06
                                           =================       ================== =====================
</TABLE>

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

                       Weighted
                        Average
                                          Remaining           Weighted         Number of            Weighted
        Range of       Number of        Contractual            Average           Options             Average
        Exercise         Options               Life           Exercise         Currently            Exercise
          Prices     Outstanding        (in Years)              Price       Exercisable               Price
----------------- --------------- -- --------------- --- -------------- --- ------------- --- ---------------

<S>                   <C>                 <C>            <C>                 <C>             <C>
           $0.06         700,000             9.90           $   0.06            700,000         $      0.06
   ----------------- --------------- -- --------------- --- -------------- --- ------------- --- ---------------

                         700,000                                                700,000
                  ===============                                          ============
</TABLE>

4. COMMITMENTS

On April 7,  2004,  the  Company  entered  into a  non-binding  Letter of Intent
("LOI")  with  MinQuest  Inc.  for an option to acquire a 100%  interest  in the
Gilman  Property  located in Nevada,  U.S.A.  The LOI requires  certain  minimum
annual  property  payments  with a total of $70,000  required  to be paid by the
fourth anniversary of the signing of the final agreement.  The LOI also requires
minimum  annual  exploration  expenditures  with a grand  total of  $450,000  in
expenditures required to be incurred on the property by the fifth anniversary of
the signing of the final  agreement.  Under the LOI, the Company is subject to a
3% royalty payable to MinQuest Inc. with the Company being able to repurchase up
to two-thirds of the royalty for $1,000,000 for each 1% repurchased.

5. SUBSEQUENT EVENT

On May 12, 2004 the company announced the completion of the formal agreement for
an option to acquire a 100% interest in the Gilman Property.  Concurrently,  the
company made the first  $10,000  payment to Minquest  Inc.  The Gilman  property
consists of 19 contiguous,  unpatented mineral claims covering approximately 390
acres located in Lander County,  Nevada.  All of the claims are on Department of
Agriculture,  Forest Service administered lands, while access to the property is
across Department of Interior, Bureau of Land Management land.


<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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
the products it expects to offer 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 2004 Form 10-KSB  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.

RESULTS OF OPERATIONS

We did not earn any revenues during the three months ended April 30, 2004. 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, 2004,  we incurred a net loss of $23,791
compared to a net loss of $2,026 for the comparative period in 2003. Our year to
date  net  loss  for  2004  has  increased  substantially  over  2003 due to the
restructuring  of the Company  including the  relocation  and  setting-up of the
Company's  new office.  The loss for the period  ended  April 30, 2004  consists
primarily  of  professional  fees  related to  regulatory  filings  and costs to
relocate to our new office.

LIQUIDITY AND CAPITAL RESOURCES


We had cash of $63,230 as of April 30, 2004.  We  anticipate  that we will incur
through the end of our next fiscal year:

o        $60,000  in  connection   with   property   payments  and  the  initial
         exploration of the Gilman property;

o        $9,000 for operating  expenses,  including working capital and general,
         legal, accounting and administrative expenses associated with reporting
         requirements under the Securities Exchange Act of 1934.

Current  cash on hand is  insufficient  for any  additional  work  proposed.  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.

Net cash used in  operating  activities  during the three months ended April 30,
2004 was $8,874 compared to $2,849 during the three months ended April 30, 2003.
Although the net loss in 2004  ($23,791) was higher than in 2003  ($2,026),  the
change in cash from  operations  was not as large due to an increase in accounts
payable and accrued liabilities of $15,017.


<PAGE>

GOING CONCERN CONSIDERATION

As shown in the accompanying consolidated financial statements,  the Company has
incurred  a net  loss  of  $117,500  for  the  period  from  December  21,  2001
(inception)  to April 30, 2004,  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  of 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 as
we have refocused our business model on our proprietary software and it has only
recently been released in beta-form and we have  generated no revenue from it to
date. As a result we have incurred recurring operating losses. Accordingly,  our
independent  auditors  included an explanatory  paragraph in their report on the
December 31, 2003 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 have no off-balance sheet arrangements.

ITEM 3. CONTROLS AND PROCEDURES.

As of the end of the period covered by this quarterly  report, we carried out an
evaluation,  under  the  supervision  and with the  participation  of our  Chief
Executive  Officer  of the  effectiveness  of the design  and  operation  of our
disclosure  controls and procedures pursuant to Rule 15d-15 under the Securities
Exchange Act of 1934.  Based on that  evaluation,  our Chief  Executive  Officer
concluded that our disclosure  controls and procedures are effective in ensuring
that the  information  required to be disclosed in the reports we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms.

There have been no changes in internal control over financial reporting that has
materially affected, or are reasonably likely to materially affect, our internal
control over  financial  reporting  subsequent  to the date the Chief  Executive
Officer completed his evaluation.

                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Management is not currently aware of any active or pending legal  proceedings or
claims against the Company.

ITEM 2. CHANGES IN SECURITIES

On February  23, 2004,  the Company  approved a 6:1 forward  stock  split.  As a
result of the stock split, an additional  44,928,565 shares of common stock were
issued. The par value of the common stock remains unchanged at $0.001 per common
share but the authorized  number of common stock  increased to 600,000,000  from
100,000,000.

On March 31, 2004,  the two  Directors of the company each  returned  15,000,000
shares  (such  number  reflects the 6:1 stock split) of common stock to treasury
for no  proceeds.  The Company did not record a gain or loss as a result of this
transaction.

The  Company  has not  purchased  any shares  during the first  quarter of 2004,
whether through a publicly announced plan or program or otherwise.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES. NONE.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

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.

ITEM 5. OTHER INFORMATION.

The Company does not have any procedures by which security holders can recommend
nominees to the Board of Directors.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits.

Exhibit 31 -  Certification  of Principal  Executive  and  Financial  Officer as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32 - Certification of Principal Executive and Financial Officer Pursuant
to  18  U.S.C   Section  1350  as  Adopted   Pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K. On May 13, 2004,  the Company filed a Current Report on
Form 8-K under Item 5 regarding the execution of the Property  Option  Agreement
with Minquest with respect to the Gilman property.

On May 26, 2004, the Company filed a Current Form 8-K under Item 5 regarding the
addition of Richard Kern to the Board of Directors.


<PAGE>

                                   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 3, 2004               BY:   /S/ DONALD NEAL
                                         ---------------------------
                                         DONALD NEAL
                                         PRESIDENT, CHIEF EXECUTIVE
                        OFFICER, SECRETARY AND TREASURER