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, 2007

                                       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 NUMBER000-49996

                            AMERICAN GOLDFIELDS INC.

             (Exact name of registrant as specified in its charter)




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

Check  whether the issuer (1) 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:  20,367,878  shares of common
stock, $0.001 par value, issued and outstanding as of June 13, 2007.

Transitional Small Business Disclosure Format (elect one) ___ Yes __X___ No

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]




<PAGE>




                                TABLE OF CONTENTS

                                                                          Page
PART I  - Financial Information                                              3
  Item 1. Financial Statements                                               3
      Balance Sheets April 30, 2007, and January 31, 2007 (audited)          3
      Statements of Loss for the three month periods ended
        April 30, 2007 and 2006, and for the period from
        inception on December 21, 2001 to April 30, 2007.                    4
      Statements of Cash Flows for the three-month periods ended
        April 30, 2007 and 2006, and for the period from
        inception on December 21, 2001 to April 30, 2007.                    5
      Notes to the Financial Statements                                      6
  Item 2. Management's Discussion and Analysis or Plan of Operation          7
  Item 3 Controls and Procedures                                             9
PART II - Other Information                                                  9
  Item 1.  Legal Proceedings                                                 9
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds        9
  Item 3. Defaults Upon Senior Securities                                    9
  Item 4. Submission of Matters to a Vote of Security Holders                9
  Item 5. Other Information                                                  9
  Item 6. Exhibits                                                          10


                                       2
<PAGE>




                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

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

American Goldfields Inc.
(An Exploration Stage Company)
Consolidated Balance Sheets
(Unaudited)
                                                                                   April 30,          January 31,
                                                                                       2007                 2007
----------------------------------------------------------------------- --------------------- -------------------
<S>                                                                     <C>                   <C>
Assets
CURRENT ASSETS
     Cash and cash equivalents                                          $            57,645   $          385,512
     Prepaid expenses                                                                 2,182                1,699
                                                                        --------------------- -------------------

          Total current assets                                                       59,827              387,211

Reclamation deposits                                                                 33,741               33,741
Web-site development costs, net                                                           -                  500
                                                                        --------------------- -------------------
Total Assets                                                             $           93,568    $         421,452
==================================================================================================================

Liabilities
CURRENT LIABILITIES
     Accounts payable and accrued liabilities                            $           23,469    $         139,627
     Accounts payable - related party (note 3)                                            -               30,000
                                                                        --------------------- -------------------

          Total current liabilities                                                  23,469              169,627
                                                                        --------------------- -------------------

Stockholders' Equity

SHARE CAPITAL
     Authorized:
          600,000,000 (January 31, 2007 - 600,000,000) common
            shares with a par value of $0.001 per share
          100,000,000 preferred shares with a par value of $0.001
            per share
     Issued:
          20,367,878 (January 31, 2007 - 20,292,878) common
          issued and outstanding at April 30, 2007                                    20,368              20,293
     Additional paid-in capital                                                    2,464,682           2,460,257
     Warrants                                                                        702,264             702,264
DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE                                  (3,117,215)         (2,930,989)
                                                                         --------------------- -------------------

          Total stockholders' equity                                                  70,099             251,825
                                                                         --------------------- -------------------

Total Liabilities and Stockholders' Equity                                $           93,568     $       421,452
==================================================================================================================
</TABLE>

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




                                       3
<PAGE>



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

American Goldfields Inc.
(An Exploration Stage Company)
Consolidated Statements of Loss
(Unaudited)
                                              For the three-month periods ended April 30                Inception
                                            ---------------------------------------------         December 21, 2001 to

                                                        2007                 2006                     April 30,2007
                                             -----------------     ------------------        -------------------------
<S>                                          <C>                   <C>                       <C>
Expenses
     Mineral claim payments and
       exploration expenditures                      173,758                35,389                       1,882,866
     Office and sundry                                 8,116                 6,875                         468,396
     Rent                                              1,092                 1,104                          16,258
     Professional fees                                     -                 4,857                         138,196
     Transfer agent fees                                  85                     -                           6,120
     Amortization                                        500                 1,500                          18,000
     Interest expense                                      -                     -                           1,070
     Directors' fees                                   2,675                 1,303                          14,595
     Consulting fees                                       -                26,500                         583,027
                                           -----------------------------------------------------------------------
Total expenses                                      (186,226)              (77,528)                     (3,128,528)

Interest income                                            -                 1,605                          11,313
                                           -----------------------------------------------------------------------

Net loss for the period                             (186,226)              (75,923)                     (3,117,215)
                                           =======================================================================
Basic and diluted loss per share
    of common stock                         $         (0.01)        $       (0.00)
==================================================================================================================

Weighted average shares outstanding
- basic and diluted                              20,315,631             25,892,878
==================================================================================================================
</TABLE>

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



                                       4
<PAGE>


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

American Goldfields Inc.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
Unaudited)

                                                  For the Three Month Period Ended April 30     Inception December 21,
                                                             2007                   2006        2001 to April 30, 2007
------------------------------------------------ -------------------- --------------------- --------------------------
<S>                                               <C>                 <C>                    <C>
Cash provided by (used in):

Cash flows used in operating activities
     Net loss for the period                      $       (186,226)   $            (75,923)  $           (3,117,215)
     Adjustments to reconcile net loss to net
       Cash flows used in operating activities:
         Stock-based compensation                                -                       -                1,541,200
         Amortization                                          500                   1,500                   18,000
       Changes in assets and liabilities
         Prepaid expenses                                     (483)                   (459)                  (2,182)
         Accounts payable and accrued liabilities         (116,158)                (13,784)                  28,012
         Accounts payable - related party (note 3)         (30,000)                      -                        -
                                                 --------------------- --------------------- ------------------------

      Net cash used in operating activities               (332,367)                (88,666)               (1,532,185)

Cash flows from (used in)financing activities
      Proceeds from loan                                         -                      -                     60,000
      Repayment of loan principal                                -                      -                    (60,000)
      Proceeds from the issue of common stock                    -                      -                  1,104,571
      Proceeds from the exercise of stock options             4,500                     -                    579,000
      Cancellation of common stock                               -                      -                    (60,000)
                                                 -------------------- --------------------- ------------------------
      Net cash from financing activities                      4,500                     -                  1,623,571

Cash flows used in investing activities
     Reclamation deposit                                         -                      -                   (33,741)
                                                 -------------------- ---------------------  ------------------------
                                                                 -                      -                   (33,741)
                                                 -------------------- ---------------------  ------------------------
Increase (decrease) in cash                               (327,867)               (88,666)                   57,645

Cash, beginning of period                                  385,512                314,996                         -
                                                 -------------------- ---------------------  ------------------------
Cash, end of period                              $          57,645   $            226,330    $               57,645
=====================================================================================================================
SCHEDULE OF NON-CASH ACTIVITIES
      Settlement of accounts payable by contribution
         from a shareholder                      $               -   $                  -    $                4,543

      Web-site development costs related to non -
         Employee stock-based compensation       $               -   $                  -    $               18,000
</TABLE>

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



                                       5
<PAGE>




AMERICAN GOLDFIELDS INC.
(An Exploration Stage Company)

 Notes to the Financial Statements
                                   (Unaudited)

                             APRIL 30, 2007 AND 2006

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-QSB should be read
in  conjunction  with the  Company's  financial  statements  and  notes  thereto
included in the  Company's  Form  10-KSB for the fiscal  year ended  January 31,
2007. 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-KSB for the  fiscal  year ended  January  31,  2007 has been
omitted.  The results of  operations  for the three month period ended April 30,
2007 are not necessary  indicative of results for the entire year ending January
31, 2008.

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  $3,117,215  for the  period  from  December  21,  2001
(inception)  to April 30, 2007,  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
year quarters ended April 30, 2006 or 2007. 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
<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 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, 2007 and 2006, the Company did not grant
any options under the 2004 plan.

Activity under the 2004 Plan is summarized as follows:


                                                                  Weighted
                                                                  Average
                                            Options               Exercise
                                          Outstanding               Price
                                        -----------------   -----------------
Balance, January 31, 2007                     925,000        $         1.00

Options granted                                     -        $            -
Options exercised                             (75,000)       $         0.06
                                        -----------------    -----------------

Balance, April 30, 2007                       850,000        $         1.09
                                        =================   =================


The  following  table   summarizes   information   concerning   outstanding  and
exercisable common stock options under the 2004 Plan at April 30, 2007:

<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>            <C>
           $0.06          50,000             6.92           $   0.06             50,000         $      0.06
           $1.00         200,000             9.17           $   1.00            200,000         $      1.00
           $1.20         600,000             8.50           $   1.20            600,000         $      1.20
   ----------------- ---------------                                        -----------

                         850,000             8.56           $   1.09            850,000         $      1.09
                  ===============                                           ===========
</TABLE>

The aggregate  intrinsic  value of stock options  outstanding,  as well as those
exercisable,  at  April  30,  2007  is  $72,000.  All  stock  options  currently
outstanding are exercisable so there is no unrecognized  compensation expense at
April 30, 2007. The aggregate  intrinsic value of stock options exercised in the
quarter ended April 30, 2007 was $77,250.

3. 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, 2007,
the Company made total  property  payments of $40,000 (April 30, 2006 - $30,000)
to MinQuest related to a property option payment for the Cortez Property. During
the quarters ended April 30, 2007 and 2006 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.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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-QSB.  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


                                       7
<PAGE>

"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, 2007 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.

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 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.

Over the next twelve months,  the Company intends to explore 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 nor 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 2006 the Company  conducted drill programs on the Hercules  Property that
was completed in February 2007 and on the Bankop  Property that was completed in
January  2007.  The Company is currently  waiting for the final assay and report
results before determining its exploration plans for 2007.

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, 2007 or
2006. 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, 2007, we incurred a net loss of $186,226
compared to a net loss of $75,923 for the  comparative  period in 2006. Our year
to date net loss for 2007 has increased  from 2006 largely due to higher mineral
claim payments and  exploration  expenditures.  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. For the quarter
ended  April  30,  2006,  the  only  significant   mineral  claim  payments  and
exploration  expenditures  related  to the  $30,000  payment  made on the Cortez
Property.  No  drilling  programs  were  ongoing  in the first  quarter of 2006.
Partially  offsetting  the increase in mineral  claim  payments and  exploration
expenditures  are higher 2006 costs related to consulting.  In the first quarter
of 2006 the Company paid an  independent  market  analyst to prepare a review of
the Company's operations. No such amount was incurred in 2007.

Liquidity and Capital Resources

We had cash of $57,645 as of April 30, 2007.  We  anticipate  that we will incur
the following through the next twelve months:

o        $105,000 in  connection  with  mineral  claim  payments and $653,000 in
         exploration expenditures of the Company's properties;

o        $85,000 for operating expenses,  including working capital and general,
         legal, accounting and administrative expenses associated with reporting
         requirements under the Securities Exchange Act of 1934.



                                       8
<PAGE>

Net cash used in  operating  activities  during the three months ended April 30,
2007 was  $332,367  compared to $88,666  during the three months ended April 30,
2006.  The  increase in cash used in the  current  quarter was largely due to an
increase  in the net loss in 2007  ($186,226)  compared  to 2006  ($75,923).  In
addition,  in the current  quarter  accounts  payable and related party accounts
payable  were reduced  resulting  in a cash  outflow of $146,158  compared to an
outflow of $13,784 for accounts payable and accrued  liabilities for the quarter
ended April 30, 2006.

Going Concern Consideration

As shown in the accompanying consolidated financial statements,  the Company has
incurred  a net  loss of  $3,117,215  for the  period  from  December  21,  2001
(inception)  to April 30, 2007,  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.
Accordingly, our independent auditors included an explanatory paragraph in their
report on the January 31, 2007 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. 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(f)
and  15d-15(f))  as of the end of the  period  covered  by this  report and have
concluded  that the  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, any owner of record or
beneficially  of more than 5% of any class of voting  securities of the Company,
or security holder is a party adverse to the Company or has a material  interest
adverse to the Company. The Company's property is not the subject of any pending
legal proceedings.

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.



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<PAGE>

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

ITEM 6. EXHIBITS.

Exhibit No.            Description                         Where Found
31.1          Rule        13a-14(a)/15d14(a)  Attached Hereto
              Certifications
32.1          Section 1350 Certifications     Attached Hereto













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<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 13, 2007

AMERICAN GOLDFIELDS INC.

By:   /s/ Donald Neal
       Donald Neal
       President, Chief Executive
       Officer, Secretary and Treasurer
       (Principal executive, financial, and accounting officer)

















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