# UNITED STATESSECURITIES
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 EXCHANGEACT OF 1934

# For the Quarterly
Period Ended July 31, 2004

OR

[ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

For the transition
period from _____________ to _____________

Commission file
number 000-49995

AMERICAN GOLDFIELDS
INC. (Exact name of
registrant as specified in its charter)

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

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 September 8, 2004.

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

---



# AMERICAN GOLDFIELDS INC. (formerly Baymont Corporation)

TABLE OF CONTENTS

# Part I. Financial
Information

Item 1.Unaudited Interim
Financial Statements:

Balance
Sheets

July
31, 2004, and January 31, 2004 (audited)

| | Statements
of Loss for the three and six-month periods ended July 31, 2004 and 2003, and for the
period from inception on December 21, 2001 to July 31, 2004.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Statements
of Cash Flows for the three and six-month periods ended July 31, 2004 and 2003, and for
the period from inception on December 21, 2001 to July 31, 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

# Contents

# Financial Statements

Balance Sheets

Statements of Loss

Statements of Cash Flows

Notes to the Financial
Statements

---



American Goldfields Inc.
(formerly Baymont Corporation) (An Exploration Stage Company)

Consolidated Balance
Sheets (Unaudited)

|                                                                | July 31
2004 | January 31
2004
|--------------------------------------------------------------- | ------------ | ---------------
|Assets                                                          |              |                
|CURRENT ASSETS                                                  |              |                
|Cash                                                            |              |                
|Prepaid expenses                                                |              |                
|                                                                |              |                
|Total current assets                                            |              |                
|Reclamation deposit (note 2)                                    |              |                
|Web-site development costs, net (note 3)                        |              |                
|                                                                |              |                
|Total Assets                                                    |              |                
|                                                                |              |                
|Liabilities and Stockholders' Equity                            |              |                
|CURRENT LIABILITIES                                             |              |                
|Accounts payable and accrued liabilities                        |              |                
|Loan payable (note 4)                                           |              |                
|                                                                |              |                
|Total current liabilities                                       |              |                
|                                                                |              |                
|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 July 31, 2004                                    |              |                
|Additional paid-in capital                                      |              |                
|Accumulated deficit                                             |              |                
|                                                                |              |                
|Total stockholders' equity                                      |              |                
|                                                                |              |                
|Total Liabilities and Stockholders' Equity                      |              |                
|                                                                |              |                

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

---



American Goldfields Inc.
(formerly Baymont Corporation) (An Exploration Stage Company)

Consolidated Statements
of Loss (Unaudited)

|                                    | Three-Months Ended
July 31 | Six-Months Ended
July 31 | Inception
December 21, 2001
|----------------------------------- | -------------------------- | ------------------------ | ---------------------------
|
|Expenses                            |                            |                          |                            
|Mineral property acquisition and    |                            |                         
|exploration expenditures            |                            |                          | $                          
|Office and sundry                   |                            |                          |                            
|Rent                                |                            |                          |                            
|Professional fees                   |                            |                          |                            
|Transfer agent fees                 |                            |                          |                            
|Amortization                        |                            |                          |                            
|Directors fees                      |                            |                          |                            
|Interest                            |                            |                          |                            
|Consulting fees                     |                            |                          |                            
|                                    |                            |                          |                            
|Loss for the period                 |                            |                          | $                          
|                                    |                            |                          |                            
|Basic and diluted loss per share    |                            |                         
|of common stock                     |                            |                          | $                          
|                                    |                            |                          |                            
|Weighted average shares outstanding |                            |                         
|- basic and diluted                 |                            |                          |                            
|                                    |                            |                          |                            

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

---



American Goldfields Inc.
(formerly Baymont Corporation)(An Exploration Stage Company)

Consolidated Statements
of Cash Flows (Unaudited)

|                                                | Three-Months Ended
July 31 | Six-Months Ended
July 31 | Inception
December 21, 2001
|----------------------------------------------- | -------------------------- | ------------------------ | ---------------------------
|
|Cash provided by (used in):                     |                            |                          |                            
|Cash flows from operating activities            |                            |                         
|Net loss for the period                         |                            |                          | $                          
|Adjustments to reconcile net loss to net        |                            |                         
|Cash used in operating activities:              |                            |                         
|Stock-based compensation                        |                            |                          |                            
|Amortization                                    |                            |                          |                            
|Changes in assets and liabilities               |                            |                         
|Prepaid expenses                                |                            |                          |                            
|Accounts payable and accrued liabilities        |                            |                          |                            
|                                                |                            |                          |                            
|Net cash from operating activities              |                            |                          |                            
|Cash flows from financing activities            |                            |                         
|Proceeds from loan                              |                            |                          |                            
|Proceeds from the issue of common stock         |                            |                          |                            
|Proceeds from the exercise of stock options     |                            |                          |                            
|                                                |                            |                          |                            
|Net cash from financing activities              |                            |                          |                            
|Cash flows from investing activities            |                            |                         
|Reclamation deposit                             |                            |                          |                            
|                                                |                            |                          |                            
|Net cash from investing activities              |                            |                          |                            
|                                                |                            |                          |                            
|Increase (decrease) in cash                     |                            |                          |                            
|Cash, beginning of period                       |                            |                          |                            
|                                                |                            |                          |                            
|Cash, end of period                             |                            |                          | $                          
|                                                |                            |                          |                            
|SCHEDULE OF NON-CASH ACTIVITIES                 |                            |                         
|Settlement of accounts payable  by contribution |                            |                         
|from a shareholder                              |                            |                          | $                          
|Web-site development costs related to non-      |                            |                         
|Employee stock-based compensation               |                            |                          | $                          

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

---



American Goldfields Inc.
(formerly Baymont Corporation)(An Exploration Stage Company)

Notes to the Financial
Statements(Unaudited) July 31, 2004 and 2003

# 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 Companys financial position 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, 2004. 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, 2004 has
been omitted. The results of operations for the three and six month periods ended July 31,
2004 are not necessary indicative of results for the entire year ending January 31, 2005.

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 $239,499 for the
period from December 21, 2001 (inception) to July 31, 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
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. Reclamation Deposit

The Company has applied for a
drilling permit with the state of Nevada for the Imperial Property. As part of the
application process, the Company paid a refundable deposit with the state for the
estimated reclamation costs associated with the planned drill program. Upon completion of
any required reclamation, the Company will receive a refund of the deposit.

---



# 3. Web-site Development
Costs

Web-site development costs represent
capitalized costs of design, configuration, coding, installation and testing of the
Companys web-site up to initial installation. The asset is being amortized over its
estimated useful life of 3 years using the straight-line method. Ongoing web-site
post-implementation costs will be charged to operations as incurred.

# 4. Loan Payable

On July 5, 2004 the Company entered
into a loan agreement with a minority shareholder. The total proceeds of the loan of
$60,000 were used by the Company to make the initial $60,000 Imperial Property payment
(note 7) to Minquest Inc. The loan bears interest at the Bank of Canada Prime Lending Rate
plus 1% and is repayable on or before July 5, 2005. The Company has the option of repaying
the loan earlier without penalty. No security was provided for the loan.

# 5. 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.

# 6. 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 relation to employee stock option grants in
either of the six or three-month periods ended July 31, 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. The Company granted 1,700,000 stock options to non-employees
during the quarter ended April 30, 2004. The Company did not grant any stock options
during the quarter ended July 31, 2004. The options were valued using the Black-Scholes
option pricing model with the following assumptions: (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 three-months ended April
30, 2004 was $0.036. There were no stock options granted for the three-months ended July
31, 2004. As a result of the recognition of stock-based compensation, the following
amounts have been included in the Consolidated Statement of Loss at July 31, 2004:

|                                                          | 
|--------------------------------------------------------- | 
|
|Mineral property acquisition and exploration expenditures | 
|Office and sundry                                         | 
|Consulting                                                | 
|                                                          | 
|                                                          | 
|                                                          | 

---



In addition, web site development
costs in the amount of $18,000 have been capitalized pursuant to the granting of
non-employee stock options.

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 above
stock-based compensation expense is not representative of the effects on reported
financial results for future periods.

Activity under the 2004 Plan is
summarized as follows:

|                          | Options
Outstanding | Weighted
Average
Exercise
Price
|------------------------- | ------------------- | -------------------------------
|Balance, January 31, 2004 |                     |                                
|Options granted           |                     |                                
|Options exercised         |                     |                                
|                          |                     |                                
|Balance, July 31, 2004    |                     |                                
|                          |                     |                                

The following table summarizes
information concerning outstanding and exercisable common stock options under the 2004
Plan at July 31, 2004:

|Range of
Exercise
Prices | Weighted
Average
Number of
Options
Outstanding | Remaining
Contractual
Life
(in Years) | Weighted
Average
Exercise
Price | Number of
Options
Currently
Exercisable | Weighted
Average
Exercise
Price
|------------------------ | ---------------------------------------------- | ------------------------------------- | ------------------------------- | --------------------------------------- | -------------------------------
|$                        | 0.06                                           |                                       |                                 | 700,000                                 |                                
|                         |                                                |                                       |                                 |                                         |                                
|                         |                                                |                                       |                                 | 700,000                                 |                                
|                         |                                                |                                       |                                 |                                         |                                

---



# 7. Commitments

|       | IMPERIAL PROPERTY | GILMAN PROPERTY
|------ | ----------------- | ---------------
|
|Year 1 |                   |                
|Year 2 |                   |                
|Year 3 |                   |                
|Year 4 |                   |                
|Year 5 |                   |                
|       |                   |                
|       |                   |                

On May 7, 2004, the Company completed
the formal agreement with Minquest Inc. (Minquest) for an option to acquire a
100% interest in the Gilman Property. Concurrently, the company made the first $10,000
payment to Minquest. The Gilman property consists of 19 contiguous, unpatented mineral
claims covering approximately 390 acres located in Lander County, Nevada, U.S.A. The
agreement requires certain minimum annual property payments with a total of $70,000
required to be paid by May 15, 2008. The agreement also requires minimum annual
exploration expenditures with a grand total of $450,000 in expenditures required to be
incurred on the property by May 15, 2009. The agreement is subject to a 3% royalty payable
to MinQuest with the Company being able to repurchase up to two-thirds of the royalty for
$1,000,000 for each 1% repurchased.

On June 30, 2004, the Company entered
into an agreement with Minquest for an option to acquire a 100% interest in the Imperial
Property. The company made the first scheduled payment of $60,000 upon signing the
agreement (note 4). The Imperial Property consists of 22 contiguous, unpatented mineral
claims covering approximately 450 acres located in Esmeralda County, Nevada, U.S.A. The
agreement requires certain minimum annual property payments with a total of $140,000
required to be paid by July 1, 2008. The agreement also requires minimum annual
exploration expenditures with a grand total of $500,000 in expenditures required to be
incurred on the property by the July 1, 2009. The property option agreement is subject to
a 3% royalty payable to MinQuest.

# 8. 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.
The Imperial 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 either the Imperial or Gilman Properties will be at the direction and
discretion of the Company. For the six-months ended July 31, 2004, the Company paid
Minquest a total of $70,000 related to the initial property payments for the Imperial
($60,000) and Gilman Properties ($10,000). As of July 31, 2004, no property exploration
expenditures on these properties have been incurred.

---



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 six or three months ended July 31, 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.

For the six months ended July 31,
2004 and 2003 we had a net loss of $145,790 and 15,501 respectively. During the three
months ended July 31, 2004, we incurred a net loss of $77,799 compared to $13,475 for the
comparative period in 2003. Our year to date net loss for 2004 has increased substantially
over 2003 as a result of the Company making payments totaling $70,000 with respect to the
Imperial and Gilman Property option agreements. In the prior six month period, property
expenditures of $7,600 were incurred on the Companys former joint venture, the Bor
claims. In addition, in the current six-month period the Company recorded $43,200 in
stock-based compensation in relation to options granted to non-employees for services
provided to the Company. Also, costs to restructure the Company including the relocation
and setting-up of the Companys new office were incurred in the current period but
not in the prior period. The increase in the loss for the three months ended July 31, 2004
relates primarily to the property payments.

# LIQUIDITY AND CAPITAL
RESOURCES

We had cash of $18,700 as of July 31,
2004 and negative working capital of ($46,941). We anticipate that we will incur the
following in the next 12 months:

| | o | $160,000
in  connection  with  property  payments and the initial  exploration  of the Imperial
and Gilman Properties;
| | - | ----------------------------------------------------------------------------------------------------------------------

| | o | $70,000 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 the Companys existing commitments. 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 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 six months ended July 31, 2004 was $100,148 compared to $5,921 during the six
months ended July 31, 2003. The increased cash used in operations was primarily due to an
increase in the net loss in 2004 ($145,790) compared to 2003 ($15,501). The effect of the
higher loss was partially offset by two non-cash items included in the loss from
operations. The Company recorded $43,200 in non-employee stock-based compensation, and
$2,500 related to the amortization of its web-site development costs. In addition,
partially offsetting the overall increase was an increase in accounts payable and accrued
liabilities in 2003 of $9,580.

Cash from financing for the six
months ended July 31, 2004 was the result of $60,000 received from the proceeds of a loan
and $60,000 from the exercise of stock options. Cash used in investing activities related
to the payment of a refundable reclamation deposit on the Imperial Property. There was no
financing or investing activity in the comparable period in 2003.

# Going Concern
Consideration

As shown in the accompanying
consolidated financial statements, the Company has incurred a net loss of $239,499 for the
period from December 21, 2001 (inception) to July 31, 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. Accordingly, our independent auditors included an
explanatory paragraph in their report on the January 31, 2004 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 IIOTHER 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

The Company has not purchased any
shares during the second 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.  None.

# 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 Inc. 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.

On June 30, 2004, the Company filed a
Current Report on Form 8-K under Item 5 regarding the execution of the Property Option
Agreement with Minquest Inc. with respect to the Imperial Property and the Companys
loan agreement.

---



# 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:   SEPTEMBER 10, 2004 | BY:/S/ DONALD NEAL
DONALD NEAL
PRESIDENT, CHIEF EXECUTIVE
OFFICER, SECRETARY AND TREASURER

---