Exhibit 31.1

    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/A 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: June 22, 2005




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