Exhibit 31

    CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

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

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

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

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

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

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

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

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

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

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

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

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

Dated: September 13, 2005




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