SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10KSB

[X]      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2004

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the transition period from _________ to ____________

         Commission File No.  000-49995

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

          NEVADA                                          71-0867612
-------------------------------------                     ----------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification Number)

200-4170 Still Creek Drive
Burnaby, B.C. Canada, V5C 6C6                                 V5C 6C6
------------------------------------                          -------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:           (604) 299-6600
                                                              --------------

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities  registered  pursuant to Section 12 (g) of the Act: Common Stock, par
value $0.001 per share

Check  whether  the issuer  (l) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.
[   ]

Revenues for fiscal year ended January 31, 2004 were 0.

The aggregate market value of the voting stock held by non-affiliates  (computed
based on $0.06 per share  which was the sale  price of the most  recent  private
sale transactions and the price of the most recent stock option exercises) as of
April 26, 2004 is: $1,134,857

The number of shares of the issuer's  Common Stock  outstanding  as of April 26,
2004 is 24,914,278.

Transitional Small Business Disclosure Format (check one):  Yes [   ]   No [X ]


<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

General

American  Goldfields Inc. f/k/a Baymont  Corporation (the "Company" or "we") was
incorporated on December 21, 2001 under the laws of the State of Nevada.

We are a natural resource  exploration  stage company engaged in the acquisition
and  exploration  of  mineral  properties.  Although  we  owned a 75%  undivided
interest in four mineral claims that we refer to as the Bor mineral  claims,  in
April 2004 we terminated our interest in this venture.

On April 7, 2004, we entered into a  non-binding  Letter of Intent for an option
to  acquire a 100%  interest  in the Gilman  Gold  Prospect  in Nevada.  Further
exploration  of  the  Gilman   mineral   claims  is  required   before  a  final
determination as to their viability can be made. No commercially  viable mineral
deposit may exist on our mineral claims.  Our plan of operations is to carry out
exploration  work on these  claims in order to  ascertain  whether  they possess
deposits of gold or silver.  We can provide no assurance  to investors  that our
mineral claims contain a commercially  viable mineral deposit until  appropriate
exploratory work is done and an evaluation based on that work concludes  further
work programs are justified. At this time, we definitely have no reserves on our
mineral claims.

Corporate History

Since  formation,  the Company was  controlled by its sole officer and director,
Mr. Alfredo De Lucrezia.  On February 5, 2004 Mr. Lucrezia appointed Donald Neal
and Gregory Crowe to the Board and resigned as the Company's  sole officer.  Mr.
Neal was duly appointed as the Chief Executive Officer, Chief Financial Officer,
Treasurer and  Secretary of the Company.  Mr.  Neal's  appointment  to the Board
became effective on February 5, 2004, and Mr. Crowe became a member of the Board
on February 23, 2004,  ten days after the mailing of the  Information  Statement
regarding  such  changes.  On such date,  Mr.  Lucrezia  will have resigned as a
director of the Company.

On February 10, 2004, Mr. Lucrezia sold 3,000,000 shares of Common Stock to each
of Donald Neal and Gregory  Crowe.  The purchase  price for each share of Common
Stock was $0.035.  Mr.  Lucrezia no longer holds any shares of capital  stock or
other equity in the Company.

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 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.


On March 31, 2004,  each of Messrs.  Neal and Crowe returned  15,000,000  shares
(such  number  reflects  the 6:1 stock split) of common stock to treasury for no



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proceeds.  The  Company  did not  record  a gain or  loss  as a  result  of this
transaction.  Since it is customary for a mining exploration  company to acquire
properties with the issuance of stock, this is an option which Messrs.  Neal and
Crowe  considered  not only feasible and  reasonable,  but the only  practicable
method for the  company to acquire  property in light of the  company's  current
financial  condition.  The  stockholders/directors  determined  that they  would
prefer to dilute their personal equity  interests in the company now rather than
have the stockholders  incur significant  dilution in the future when, and if, a
potential seller feels that the directors of the company have too significant of
an equity interest.  As a result of such  cancellation,  the number of shares of
common stock issued and outstanding was 23,914,278.

The Bor Mineral Claims

Through our  wholly-owned  subsidiary,  in December  2001 we had purchased a 75%
undivided  interest in a group of mineral claims known as the Bor Claims,  being
four mineral  claims  covering a total area of 247 acres  located in the Omineca
Mining Division of the Province of British  Columbia,  Canada.  The interest was
purchased  from Lorne B. Warren of Smithers,  British  Columbia,  the beneficial
owner of the claims, for US$2,500.

Joint Venture Agreement

We had also entered into a joint venture  agreement dated December 28, 2001 with
Mr. Warren to govern  operation of the Bor claims.  Under the terms of the Joint
Venture  Agreement,  as amended,  we were  responsible  for the first $12,000 of
exploration  expenditures on the property and following this first  expenditure,
the  parties  were  responsible  to pay  their  proportionate  shares  of future
exploration programs.

Under the terms of the exploration joint venture agreement with Lorne Warren, we
had agreed to use our best  efforts to explore the Bor  mineral  claims with the
goal of eventually putting the property into commercial production should both a
feasibility  report  recommending  commercial  productions  be  obtained  and  a
decision to commence commercial production be made.

Geological Report

We engaged Mr. John R. Poloni to prepare a geological  evaluation  report on the
Bor  mineral  claims.  Mr.  Poloni  is a  consulting  geologist  and  registered
professional   engineer  in  the  Geological   Section  of  the  Association  of
Professional  Engineers of the Province of British Columbia,  Canada. Mr. Poloni
is also a  member  of the  Canadian  Institute  of  Mining  and  Metallurgy.  He
graduated  from McGill  University  of Montreal,  Canada with a B.Sc.  Degree in
Geology in 1964. Mr. Poloni has practiced his profession since 1964.

The work completed by Mr. Poloni in preparing the geological report consisted of
the review of geological data from previous  exploration.  This data acquisition
involved the research and investigation of historic files to locate and retrieve
data information acquired by previous  exploration  companies in the area of the
mineral  claims.  The work  involved in this data  acquisition  included  report
reproduction and compilation of preexisting information.

We received the geological  evaluation  report on the mineral claims prepared by
Mr. Poloni on January 20, 2002.  This report is entitled  "Summary Report on the
Bor  Mining  Property  For  Baymont  Exploration  Inc."  The  geological  report


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summarizes the results of the history of the  exploration of the mineral claims,
the regional and local geology of the mineral claims and the  mineralization and
the geological formations  identified as a result of the prior exploration.  The
geological report also gives conclusions  regarding potential  mineralization of
the mineral claims and recommends a further  geological  exploration  program on
the mineral claims.

Phase one exploration work was conducted on the property by Lorne Warren and his
crew from January 28, 2002 to February 10, 2002.  Six rock samples were analyzed
which  confirmed  the  presence of copper,  silver and minor  gold.  Preliminary
results  from MMI,  or mobile  metal ion,  soil sample  geochemical  survey were
deemed very low by Mr. Warren and show MMI technology  will not be a useful tool
on these mineral claims. Rather,  conventional soil geochemistry is indicated as
a more efficacious and cost-effective method. Mobile Metal Ion is a process used
to  measure  the  mobile  ions of metals  from  mineralization  which have moved
towards the surface and are  loosely  attached to soil  particles,  which can be
sampled easily.

The electromagnetic  receiver,  or EM, geophysical survey conducted detected two
significant  conductors which could potentially  represent bounding  fault/shear
structures next to the known zone.  Bounding  fault/shear  structures  refers to
structures bordered by faults or shears, which are breaks in the continuity of a
body of rock or of a vein,  with  dislocation  along  the plane or  fracture.  A
conductor is a body or volume of rock that is more susceptible, or more visible,
to electric and or electromagnetic  currents.  An electromagnetic  receiver is a
tool that enables geologists to locate conductors, which can be precious metals.
Geologists  utilize  an EM Grid to  facilitate  surveys.  The grid  divides  the
surface into  measured  zones making  surveying  more  systematic  and easier to
record results.

On March 1, 2002, Mr. Poloni, our consulting geologist, completed his review the
phase one work results on our Bor mineral claims as prepared by Mr. Warren.  Mr.
Poloni  concurred  that the results were favorable and he recommended we proceed
to the next phase of our exploration  program.  Mr. Warren  recommended  further
work be conducted. This phase two will increase the size of the target area size
and evaluate the potential for a large  porphyry  copper deposit on the claim by
expanding the old soil sample lines using conventional techniques to analyze the
samples and extending the EM grid at the same time. A porphyry copper deposit is
a deposit of disseminated copper minerals in or around a large body of intrusive
rock.

The Phase II work was carried out from May 5 to May 10 and  September  15 to 21,
2003.  The work consisted of geological  prospecting  to find  extensions of the
known zone. We received the  geological  report  prepared by Mr. L.B.  Warren on
December 17, 2003. The report is entitled  "Summary  Report of the Phase II Work
Program on the BOR  Property  for Baymont  Explorations  Inc.".  The  geological
report  summarizes the results of the history of the  exploration of the mineral
claims,   the  regional  and  local  geology  of  the  mineral  claims  and  the
mineralization and the geological formations identified as a result of the prior
exploration.  The geological report also gives conclusions  regarding  potential
mineralization  of the  mineral  claims  and  recommends  a  further  geological
exploration program on the mineral claims.

The Phase II work  failed to find  extensions  to the known zone or new areas of
interest.  Prospecting  also confirmed that the EM geophysical  conductors found
during the Phase I work are in fact related to non-mineralized faults or shears.
As a result of the Phase II work program, no further work is contemplated on the
BOR claims.



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<PAGE>

We accepted the  recommendations  of the summary  reports dated January 20, 2002
and December 17, 2003. Based on such  recommendation of our geologist,  now that
we had completed Phases I and II of the geological exploration programs, we have
decided not to proceed with any further  exploration  on the BOR claims and have
decided to terminate our interest in the joint  venture.  Accordingly,  on April
20, 2004,  management  informed the Mr. Warren,  our Joint Venture partner,  the
Company would be terminating its interest in the BOR claims.

Exploration History of the Bor Mineral Claims

The  history of the  exploration  of the  mineral  claims is  summarized  in the
summary  geological report that we obtained from Mr. Poloni. The general area of
the mineral claims was  originally  investigated  in 1970.  This was a follow-up
based on interesting  finds of copper soil geochem  anomalies  located near what
are now the Bor Mining Claims. Geochem anomalies are any departure from the norm
of soil, rock or silt which may indicate the presence of  mineralization  in the
underlying bedrock. The property is owned by the Province of British Columbia.

The following summary of the exploration  history of the mineral claims is based
on Mr. Poloni's description in the summary report.


         1.       The  earliest  activities  in the area of the  mineral  claims
                  began in the 1970 after  copper soil  geochem  anomalies  were
                  located nearby;

         2.       In  1981,  Placer  Development  Ltd.  conducted  further  soil
                  sampling and geophysics near, but not on, the mineral claims;

         3.       In the fall of 1999,  chalcopyrite,  iron pyrite and magnetite
                  mineralization  were  discovered by loggers  excavating a rock
                  pit at 20.5 km, or 12.74 miles, on a road named the "T-road".

We acquired the property in December  2001 from Lorne B. Warren.  Mr. Warren had
acquired the property by staking claims over the area in October 2000.

Geology of the Mineral Claims

The Bor  mineral  claims  occur in a region near the  southern  end of the South
Hogem  Batholith.  A  batholith  is a large  body of  igneous  rock,  bounded by
irregular,   cross-cutting  surfaces  or  fault  plates  and  believed  to  have
crystallized at a considerable depth below the earth's surface.  The South Hogem
Batholith is a complex, triple-phase, composite calc - alkaline to alkalic group
of plutons. Triple phase means three different intrusive events in the same area
from the same source. These plutons, which are rocks of igneous origin that were
formed at great depths, have ages that span from the Lower Jurassic to the Lower
Cretaceous periods.  Igneous rocks or those rocks that solidified from molten or
partially   molten   material,   i.e.,   from  a  magma.   They  intrude  coeval
(contemporaneous)  volcanic and sedimentary rocks named the Takia Group, meaning
a million  years old,  which are bounded  immediately  on the west by the Pinchi
fault  and  45  miles  east  by the  Manson  Fault.  This  Graben  Structure  is
tectonically  more  commonly  referred  to as the  Quesnel  Trough.  It includes
intrusive  volcanic and  sedimentary  rocks. A Gaben is an elongate,  relatively
depressed  crustal unit or block that is bounded by faults on its long sides. It


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is a structural  form that may or may not be  geomorphologically  expressed as a
rift valley.

The land comprising the Bor mineral claims has been  interpreted to be underlain
by the Hogem  Batholith.  The  gabbros  are  coarse-grained,  dark  green  rock,
consisting principally of orthoclase, augite and magnetite. The synodiorites are
generally  green,  medium to  coarse-grained,  highly magnetic rocks composed of
quartz,  k-feldspar,  plagioclase feldspar,  horneblend,  biotite,  chlorite and
magnetite. Both rock types are mineralized by pyrite ranging from trace to 5%.

In the Bor pit, the open fractures on the margins of the breccia  fragments have
been filled with chalcopyrite, magnetite, and pyrite in masses up to two feet in
diameter.  Very little alteration minerals occur with the  mineralization.  This
indicates late stage solutions.  No significant  chalcopyrite  occurs in the top
7.0 feet of the pit exposure, which may explain why no copper mineralization was
found during surface  prospecting of the Bor pit area. An unusual environment is
indicated based on poor copper soil geochemical values over a significant copper
showing at this location.

Phase  one  tested  for   covered   copper   and   silver   mineralization.   An
electromagnetic  receiver,  or E.M., was used on three test lines on strike from
the Bor showing and two test lines of mobile metal ion, or MMI, soil geochemical
surveys. These tests were used to ascertain if the exposed mineral is recognized
by these  methods and  continues  on trend under  cover.  Rock samples were also
examined.  These  samples  will be used to  confirm  or deny  the  presence  and
quantity of copper or silver mineralization.

Acquisition of the Gilman Gold Prospect

On April 7, 2004, the Company entered in a non-binding  Letter of Intent ("LOI")
with Minquest Inc  ("Minquest") of Reno,  Nevada for an option to acquire a 100%
interest in the Gilman Gold Prospect ("Gilman"). 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 the  Department of
Agriculture,  Forest Service administered lands, while access to the property is
across Department of Interior, Bureau of Land Management land.

Non-binding Letter of Intent

Pursuant  to the  non-binding  LOI,  Minquest  and we  are  in  the  process  of
completing the definitive  option agreement for the acquisition of 100% interest
in the Gilman property.  Under the terms of the non-binding LOI, we are required
to make the following property payments to Minquest:

         Upon Signing      $10,000
         1St Anniversary   $15,000
         2nd Anniversary   $15,000
         3rd Anniversary   $15,000
         4th Anniversary   $15,000
                           -------
         Total             $70,000

Within 5 business days after  executing the definitive  agreement with Minquest,
we will be required to make the initial $10,000 payment.



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In addition, we agreed to incur the following property expenditures:

         1st Year          $ 50,000
         2nd Year          $ 75,000
         3rd Year          $100,000
         4th Year          $100,000
         5th Year          $125,000
                           --------
         Total             $425,000

Completion of the above  schedule  would earn us a 100% interest in the property
subject to Minquest  retaining a 3% royalty of which 2/3 can be purchased by the
Company at a rate of  $1,000,000  for each 1% acquired.  The Company will assume
future  carrying costs of the property  estimated to be $3,500 per year and will
reimburse  Minquest for all acquisition  costs  associated with claim staking on
the  property  estimated to be a total of $5,500.  In addition,  the Company has
agreed to use Minquest for on-site project management at competitive  commercial
rates.

The  foregoing is subject to the  execution of a  definitive  agreement  between
Minquest and us. It is expected that such an agreement  will be finalized in May
2004.

Description and Location of the Gilman Property

The Gilman  property  is  located  in Lander  County,  Nevada  approximately  28
kilometers  south of the  town of  Austin,  282  kilometers  east of  Reno.  The
property  consists  of 19  contiguous,  unpatented  mineral  claims  covering an
approximate  390 acre area over the eastern  flank of the  Toiyabe  Range on the
North  Toiyabe  Peak  and  Kingston  US  Geological  Survey  7  1/2'  quadrangle
mapsheets.  The property is accessed from Austin by following  State Highway 376
for 16  kilometers.  A gravel road leads west 3.5 kilometers to the main area of
interest on the property.

Land claims in the  district  are  administered  under  Department  of Interior,
Bureau of Land Management ("BLM") and Department of Agriculture,  Forest Service
("USFS") under Federal Land Policy and Management Act of 1976. The Gilman claims
cover portions of Sections 7, 8, 17, and 18 in Township 16 North,  Range 44 East
in Lander County,  Nevada. None of the claims have been legally surveyed. All of
the claims are on USFS administered  lands,  while the access to the property is
across BLM land.

Three of the claims on the Gilman  property  are  registered  in the name of Mr.
Herb Duerr.  Under a Letter  Agreement dated July 25, 2002,  Minquest leased the
three claims.  The Letter Agreement  permits Minquest to assign the property and
terms of the agreement to third parties.  This  agreement  covers an approximate
1.6  kilometer  area.  Minquest  located an  additional 16 claims which all fall
within the area of  interest  covered  by the  agreement  Minquest  has with Mr.
Duerr. Mr. Duerr subsequently  granted to Minquest the rights necessary to allow
Minquest  to enter into  agreements  with third  parties for the  additional  16
claims. To maintain the claims in good standing,  maintenance fees totaling $135
per  claim  are  payable  to the BLM on or  before  September  1 of  each  year.
Recording fees of approximately $15 per claim are required by Lander County each
year.

All of the Gilman property is within the Toiyabe National  Forest,  administered
by the USFS.  Exploration  within national forest lands must be permitted by the


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USFS. Prior to undertaking  exploration  activities a Plan of Operations must be
submitted to the USFS for review.  An environmental  assessment and public input
is required necessitating an approximate four month lead time before undertaking
any  disturbance.  A  reclamation  bond to cover costs of such  disturbances  is
required to be posted with the USFS. Access to the Gilman property is across BLM
administered land. As there are existing roads and tracks in place, no permit is
required to cross these lands. No permits have been applied for or are currently
issued for the Gilman property.

Exploration History of the Gilman Property

Silver was discovered in Austin in 1862.  Fifty  kilometers  south of the Gilman
property,  gold was  discovered in veins at Round  Mountain in 1901.  Production
from lode veins in the Round Mountain district  continued  intermittently  until
1969 while large tonnage, low-grade mining activity continues in the area to the
current  day.  There is no known  production  or  history  data from the  Gilman
property,  but  several  pits and two adits are  evidence  of prior  exploration
activities.  Numerous  companies  conducted  property  reviews  and  sampled the
showings in the area, which have locally returned high concentrations of gold.

Geology of the Gilman Mineral Claims

The geology of the property is described in a December,  2002 report by Geoffrey
N.  Goodall,   President  of  Global  Geological  Consultants  Ltd.,  a  private
consulting  firm.  Mineralization  on the Gilman  property is associated  with a
steep, easterly dipping and northerly trending range front fault.  Jasperoid and
massive  quartz  veining  have  developed  along the fault  zone and local  east
trending faults offset the jasperoid. Sulphide rich quartz veining occurs at the
base of the  silicified  fault  zone.  Sulphides  identified  at Gilman  include
pyrite, arsenopyrite,  galena, chalcopyrite and sphalerite. The primary focus of
exploration  at the  Gilman  property  is  for  structurally  hosted  high-grade
gold/silver  mineralization.  Mineralization  at Gilman  consists of a gossanous
shear zone and quartz  veins along the base of a range  front fault zone.  Gold,
silver,  and copper  associated  with the fault  system have been located in the
area.

Current State of Exploration

The Gilman claims presently do not have any mineral reserves.  The property that
is the subject to our  mineral  claims is  undeveloped  and does not contain any
open-pit or underground  mines. There is no mining plant or equipment located on
the property that is the subject of the mineral  claim.  Currently,  there is no
power supply to the mineral claim.

We have only recently  entered into a non-binding LOI for the mineral claims and
discussion  on the  approach  to  exploring  the  property is  currently  in the
preliminary stages. Our planned exploration program is exploratory in nature and
no mineral reserves may ever be found.

Geological Exploration Program

We have reviewed  geological reports provided by Minquest and are in the process
of developing an exploration program.



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Competition

The mineral exploration  industry,  in general,  is intensively  competitive and
even if  commercial  quantities  of ore are  discovered,  a ready market may not
exist for sale of same.  Numerous  factors  beyond  our  control  may affect the
marketability  of  any  substances  discovered.  These  factors  include  market
fluctuations,  the  proximity  and  capacity  of natural  resource  markets  and
processing equipment, government regulations,  including regulations relating to
prices,  taxes,  royalties,  land tenure,  land use,  importing and exporting of
minerals and environmental protection.  The exact effect of these factors cannot
be accurately predicted, but the combination of these factors may result our not
receiving an adequate return on invested capital.

Compliance with Government Regulation

We have incorporated a British Columbia  subsidiary,  Baymont Explorations Inc.,
to avoid the need to incorporate  extra-provincially.  Baymont Explorations Inc.
is a wholly-owned subsidiary of Baymont Corporation.

We will be required  to comply with all  regulations,  rules and  directives  of
governmental  authorities and agencies applicable to the exploration of minerals
in the  United  States.  The  federal  government  and  various  state and local
governments  have adopted  laws and  regulations  regarding  the  protection  of
natural  resources,  human  health and the  environment.  We will be required to
conduct all  exploration  activities in accordance  with all applicable laws and
regulations.  These may include  requiring  working  permits for any exploration
work that  results in physical  disturbances  to the land and  locating  claims,
posting claims and reporting work performed on the mineral claims.  The laws and
regulations may tell us how and where we can explore for natural  resources,  as
well as environmental  matters relating to exploration and development.  Because
these laws and  regulations  change  frequently,  the costs of  compliance  with
existing  and  future   environmental   regulations  cannot  be  predicted  with
certainty.

Any  exploration or production on United States Federal land will have to comply
with the Federal Land Management  Planning Act which has the effect generally of
protecting the environment.  Any exploration or production on private  property,
whether owned or leased, will have to comply with the Endangered Species Act and
the Clean Water Act. The costs of complying  with  environmental  concerns under
any of these acts varies on a case by case basis. In many instances the cost can
be prohibitive to development.  Environmental costs associated with a particular
project must be factored into the overall cost  evaluation of whether to proceed
with the project.

There are no costs to us at the present time in connection  with compliance with
environmental laws. However, since we do anticipate engaging in natural resource
projects,  these  costs could  occur at any time.  Costs  could  extend into the
millions of dollars for which we could be liable. In the event of liability,  we
would be entitled to contribution from other owners so that our percentage share
of a particular  project would be the percentage  share of our liability on that
project.  However,  other owners may not be willing or able to share in the cost
of the  liability.  Even if liability is limited to our  percentage  share,  any
significant liability would wipe out our assets and resources.

Employees

We have no employees  as of the date of this report other than Mr.  Donald Neal,
our sole officer.  Our sole officer and two directors (one of which is Mr. Neal)
provide planning and organizational services for us on a part-time basis.



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Any other services  required will be conducted  largely through  consultants and
other third parties.

Research and Development Expenditures

We have  not  incurred  any  research  or  development  expenditures  since  our
incorporation.

Subsidiaries

We  have  incorporated  a  wholly-owned  British  Columbia  subsidiary,  Baymont
Explorations Inc. All activities on the Bor mineral claim were conducted through
this subsidiary.

Patents and Trademarks

We do not own any patent or trademark.

Factors that May Affect Future Results

We have a going concern  opinion from our auditors,  indicating the  possibility
that we may not be able to continue to operate.

The Company has incurred net losses of $93,709 for the period from  December 21,
2001  (inception)  to January  31,  2004,  and has no  revenues.  We  anticipate
generating losses for the next 12 months. Therefore we may be unable to continue
operations  in the  future  as a going  concern.  Our  plans to deal  with  this
uncertainty  include raising  capital.  There can be no assurance that our plans
can be  realized.  No  adjustment  has been made in the  accompanying  financial
statements to the amounts and  classification  of assets and  liabilities  which
could result  should we be unable to continue as a going  concern.  If we cannot
continue  as a viable  entity,  our  shareholders  may lose some or all of their
investment in American Goldfields.

We will require  additional funds to achieve our current  business  strategy and
our inability to obtain funding will cause our business to fail.

Based upon current plans, we expect to incur operating losses in future periods.
This will happen because there are expenses  associated with the acquisition and
exploration of the natural resource  properties.  Furthermore,  within 5 days of
executing the definitive agreement with Minquest, we will have to make a $10,000
payment with an additional  $15,000 due on the first  anniversary of the signing
of the  agreement.  In addition,  in the year  following  the  completion of the
agreement,  we will incur  $50,000 in  expenditures  with respect to  geological
studies and reports.  We will need to raise  additional  funds through public or
private  debt or equity  sales in order to fund our  operations  and fulfill our
contractual obligations. These financings may not be available when needed. Even
if these financings are available,  it may be on terms that we deem unacceptable
or are  materially  adverse to your  interests  with respect to dilution of book
value,  dividend  preferences,  liquidation  preferences,  or other  terms.  Our
inability  to obtain  financing  would have an adverse  effect on our ability to
implement our current  exploration in Nevada, and as a result,  could require us
to  diminish  or  suspend  our  operations  and  possibly  cease our  existence.
Obtaining  additional  financing  would  be  subject  to a  number  of  factors,
including  the market  prices for the  mineral  property  and silver and copper.
These  factors may make the timing,  amount,  terms or  conditions of additional
financing unavailable to us.



                                       10
<PAGE>

If we do not  complete  the  required  option  payment and  capital  expenditure
requirements  mandated in our agreement with MinQuest, we will lose our interest
in the property and our business may fail.

In order to earn a 100% interest in the Gilman mineral  exploration  properties,
we must pay MinQuest,  Inc. and incur expenditures relating to mining operations
in accordance with the following schedule:  (i) upon execution of the definitive
agreement  with  Minquest,  $10,000  ; (ii) on or before  the first  anniversary
thereof, $15,000 to MinQuest and $50,000 in expenditures; (iii) on or before the
second   anniversary,   $15,000  to  MinQuest  and  an  additional   $75,000  in
expenditures;  (iv) on or before the third anniversary,  $15,000 to MinQuest and
an additional $100,000 in expenditures; (v) on or before the fourth anniversary,
$15,000 to MinQuest and an additional  $100,000 in expenditures;  and (vi) on or
before the fifth anniversary, an additional $125,000 in expenditures.  Since our
payment obligations are non-refundable,  if we do not make any payments, we will
lose any payments previously made and all our rights to the properties.

Our directors  have the ability to exercise  significant  influence over matters
submitted  for  shareholder  approval and their  interests may differ from other
shareholders.

By virtue of the  Shareholders'  Agreement  between Messrs.  Neal and Crowe, our
directors  have the  ability to  nominate  and  appoint a majority to our Board.
Since the agreement  also provides  that the two  shareholders  shall vote their
respective  3,000,000  shares  together,  they  have  significant  influence  in
determining the outcome of any corporate  transaction or other matter  submitted
to the  shareholders  for  approval.  This  could have a  significant  impact on
mergers,  acquisitions,  and the sale of all or substantially all of our assets,
and also to prevent or cause a change of control.

Because of the  speculative  nature of exploration and  development,  there is a
substantial  risk that our business will fail.  The search for valuable  natural
resources as a business is extremely  risky.  We can provide  investors  with no
assurance  that the property we have  optioned in Nevada  contains  commercially
exploitable reserves.  Exploration for natural reserves is a speculative venture
involving  substantial  risk.  Few  properties  that are explored are ultimately
developed  into  producing  commercially  feasible  reserves.  Problems  such as
unusual or unexpected  formations  and other  conditions are involved in mineral
exploration  and often result in  unsuccessful  exploration  efforts.  In such a
case, we would be unable to complete our business plan.
Because our sole executive officer does not have formal training specific to the
technicalities of mineral exploration,  there is a higher risk our business will
fail

Mr.  Neal,  our sole  executive  officer,  does not have  formal  training  as a
geologist or in the technical  aspects of  management  of a mineral  exploration
company.  Our management lacks technical  training and experience with exploring
for,  starting,  and operating a mine.  With no direct training or experience in
these areas, our management may not be fully aware of the specific  requirements
related to working within this industry. Consequently, our operations, earnings,
and ultimate financial success could suffer irreparable harm due to management's
lack of experience in this industry.




                                       11
<PAGE>

Because  we have  not  commenced  business  operations,  we face a high  risk of
business failure due to our inability to predict the success of our business

We have just begun the initial stages of exploration of our mineral claims,  and
thus have no way to evaluate the likelihood  that we will be able to operate the
business  successfully.  We were  incorporated  on December 21, 2001 and to date
have been involved  primarily in organizational  activities,  the acquisition of
the mineral claims and obtaining a summary  geological report on our Bor mineral
claims. Based on such reports we recently terminated our joint venture agreement
with respect to such claims and have only recently  begun the process to acquire
claims to the Gilman property. We have not earned any revenues as of the date of
this report.

Because  of the  unique  difficulties  and  uncertainties  inherent  in  mineral
exploration and the mining business, we face a high risk of business failure

Potential investors should be aware of the difficulties  normally encountered by
new  mineral  exploration  companies  and  the  high  rate  of  failure  of such
enterprises.  The  likelihood  of  success  must be  considered  in light of the
problems,  expenses,  difficulties,  complications  and  delays  encountered  in
connection  with  the  exploration  of the  mineral  properties  that we plan to
undertake.   These  potential   problems  include,   but  are  not  limited  to,
unanticipated  problems  relating  to  exploration,  and  additional  costs  and
expenses that may exceed current estimates.

Because we anticipate our operating  expenses will increase prior to our earning
revenues, we may never achieve profitability

Prior to completion of our  exploration  stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate  significant revenues from the exploration of our mineral
claims, we will not be able to earn profits or continue operations.  There is no
history  upon which to base any  assumption  as to the  likelihood  that we will
prove  successful,  and we can provide  investors with no assurance that we will
generate any operating revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely fail.

Because of the speculative nature of exploration of mineral properties, there is
substantial  risk that no mineral  deposits will be found and this business will
fail

The search for valuable  minerals as a business is extremely risky.  Exploration
for minerals is a speculative  venture necessarily  involving  substantial risk.
The  expenditures  to be made by us in the exploration of the mineral claims may
not result in the  discovery of mineral  deposits.  Problems  such as unusual or
unexpected  formations and other conditions are involved in mineral  exploration
and often result in unsuccessful  exploration  efforts. In such a case, we would
be unable to complete our business plan.



                                       12
<PAGE>

Because of the inherent dangers involved in mineral exploration, there is a risk
that we may incur liability or damages as we conduct our business

The search for valuable minerals involves numerous hazards.  As a result, we may
become subject to liability for such hazards, including pollution,  cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.

Because access to our mineral claims may be restricted by inclement weather,  we
may be delayed in our exploration

Access to the Gilman  mineral claim may be  restricted  through some of the year
due to  weather in the area.  As a result,  any  attempt to test or explore  the
property is largely limited to the times when weather  permits such  activities.
These limitations can result in significant delays in exploration efforts.  Such
delays can have a significant negative effect on our results of operations.

Because our  president  has only  agreed to provide his  services on a part-time
basis,  he may not be able or willing to devote a  sufficient  amount of time to
our business operations, causing our business to fail

Mr. Neal,  our sole  officer,  provides his  management  services to a number of
companies. Because we are in the early stages of our business, Mr. Neal will not
be  spending a  significant  amount of time  working for the  Company.  Mr. Neal
expects to expend  approximately five hours per week on our business.  Later, if
the demands of our business  require the full  business  time of Mr. Neal, he is
prepared to adjust his timetable to devote more time to our  business.  However,
it still  may not be  possible  for Mr.  Neal to devote  sufficient  time to the
management of our business, as and when needed, especially if the demands of Mr.
Neal's other interests  increase.  Competing demands on Mr. Neal's time may lead
to a divergence between his interests and the interests of other shareholders.

Risks Related To Legal Uncertainty and Regulations

As we  undertake  exploration  of our  mineral  claims,  we will be  subject  to
compliance with government  regulation that may increase the anticipated cost of
our exploration program

There are several  governmental  regulations  that materially  restrict  mineral
exploration.  We will be  subject  to the  federal,  state and local laws of the
United  States and  Nevada as we carry out our  exploration  program.  We may be
required to obtain work permits, post bonds and perform remediation work for any
physical  disturbance to the land in order to comply with these laws.  While our
planned exploration program budgets for regulatory  compliance,  there is a risk
that new  regulations  could increase our costs of doing business and prevent us
from carrying out exploration program.


ITEM 2.           DESCRIPTION OF PROPERTIES

We do not lease or own any real  property.  We currently  maintain our corporate
office at 200-4170 Still Creek Drive,  Burnaby,  B.C., Canada, at a cost of $428
per month. This rental is on a month-to-month basis without a formal contract




                                       13
<PAGE>

ITEM 3.           LEGAL PROCEEDINGS

We know of no existing or pending legal proceedings against our Company, nor are
we involved as a plaintiff in any proceeding or pending litigation. There are no
proceedings  in which  any of our  directors,  officers  or  affiliates,  or any
registered  or  beneficial  shareholder,  is an adverse  party or has a material
interest adverse to our interest.

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

No matters were  submitted to our security  holders for a vote during the fiscal
year ended January 31, 2004.

On February 12, 2004, a Schedule 14f-1 was filed with the SEC and distributed to
our shareholders regarding the change in control from Mr. Alfredo De Lucrezia to
Donald Neal and Gregory  Crowe,  our current  directors.  On March 10, 2004,  an
Information  Statement was distributed to our shareholders  regarding the action
by the  stockholders  of the  Company  holding  a  majority  of the  issued  and
outstanding shares to change the name of the company from "Baymont  Corporation"
to "American Goldfields Inc."




                                       14
<PAGE>

                                     PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is presently no public  market for our common  stock.  Although we hope to
have our stock trading shortly, we can provide no assurance that a public market
for our shares will materialize.

Holders of Our Common Stock

The Company  estimates  that as of April 15, 2004, we had twenty (20) holders of
record of shares of common stock.

Recent Sales of Unregistered Securities

We did not complete any unregistered sales of our common stock during our fiscal
year ended January 31, 2004.

Dividend Policy

As of April 15,  2004,  there had been no  dividends  declared on the  Company's
Common Stock.  We have never  declared or paid any cash  dividends on our common
stock nor do we anticipate paying any in the foreseeable future. Furthermore, we
expect to retain any future  earnings to finance our  operations  and expansion.
The payment of cash  dividends  in the future will be at the  discretion  of our
Board  of  Directors  and  will  depend  upon  our  earnings   levels,   capital
requirements,  any  restrictive  loan  covenants  and  other  factors  the Board
considers relevant.

There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

         1.       We would  not be able to pay our debts as they  become  due in
                  the usual course of business; or

         2.       Our  total  assets  would be less  than  the sum of our  total
                  liabilities  plus the  amount  that would be needed to satisfy
                  the  rights  of  shareholders  who  have  preferential  rights
                  superior to those receiving the distribution.

Securities Authorized for Issuance under Equity Compensation Plans

We did not have any equity compensation plans as of January 31, 2004, the end of
our most recently completed fiscal year.

Set forth below is certain  information as of April 15, 2004,  regarding  equity
compensation plans that have not been approved by our shareholders.



                                       15
<PAGE>

Equity compensation plans not approved by stockholders - as of April 15, 2004
<TABLE>
<CAPTION>
                                     Number of securities to be   Weighted average exercise
                                      issued upon exercise of        price of outstanding      Number of securities
              Plan Category        outstanding options, warrants           options,          remaining available for
                                             and rights              warrants and rights         future issuance
       ----------------------------------------------------------------------------------------------------------------

<S>                                          <C>                            <C>                     <C>
       2004 Stock Option Plan                5,000,000                      $0.06                   3,300,000
</TABLE>


As of April 15, 2004, there were a total of 1,700,000  options granted under the
plan with a $0.06 exercise price.

The following discussion describes material terms of grants made pursuant to the
stock option plans:

Pursuant  to the  2004  Stock  Option  Plan,  grants  of  shares  can be made to
employees,  officers,  directors,  consultants  and  independent  contractors of
non-qualified  stock  options  as well as for the  grant  of  stock  options  to
employees  that  qualify as incentive  stock  options  under  Section 422 of the
Internal  Revenue Code of 1986 ("Code") or as non-qualified  stock options.  The
Plan is  administered  by the Option  Committee of the Board of  Directors  (the
"Committee"), which has, subject to specified limitations, the full authority to
grant options and establish  the terms and  conditions  for vesting and exercise
thereof. Currently the entire Board functions as the Committee.

In order to exercise an option granted under the Plan, the optionee must pay the
full exercise price of the shares being  purchased.  Payment may be made either:
(i) in cash; or (ii) at the discretion of the Committee, by delivering shares of
common stock  already  owned by the optionee that have a fair market value equal
to the applicable exercise price.

Subject to the  foregoing,  the Committee  has broad  discretion to describe the
terms and conditions applicable to options granted under the Plan. The Committee
may at any  time  discontinue  granting  options  under  the  Plan or  otherwise
suspend,  amend or terminate  the Plan and may, with the consent of an optionee,
make such  modification of the terms and conditions of such optionee's option as
the Committee shall deem advisable.


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS AND PLAN OF OPERATIONS

The following  discussion  of our financial  condition and results of operations
should be read in  conjunction  with the  financial  statements  and the related
notes  thereto  included  elsewhere in this Form 10-KSB.  The matters  discussed
herein contain  forward-looking  statements within the meaning of Section 21E of
the  Securities  Exchange  Act of  1934,  as  amended,  and  Section  27A of the
Securities Act of 1933, as amended,  which involve risks and uncertainties.  All
statements other than statements of historical  information  provided herein may
be deemed to be forward-looking statements.  Without limiting the foregoing, the
words "believes",  "anticipates", "plans", "expects" and similar expressions are
intended to identify forward-looking statements. Factors that could cause actual


                                       16
<PAGE>

results  to  differ  materially  from  those  reflected  in the  forward-looking
statements  include,  but are not limited to, those  discussed under the heading
"Factors  that May Affect  Future  Results" and elsewhere in this report and the
risks discussed in our other filings with the SEC.  Readers are cautioned not to
place  undue  reliance  on  these  forward-looking  statements,   which  reflect
management's  analysis,  judgment,  belief  or  expectation  only as of the date
hereof.  We undertake no  obligation  to publicly  revise these  forward-looking
statements to reflect events or circumstances that arise after the date hereof.

Plan of Operations

Our business plan is to proceed with the  exploration of the Gilman  Property to
determine whether there are commercially exploitable reserves of gold and silver
or other  metals.  We had $12,104 in cash  reserves as of January 31,  2004.  On
April 19, 2004,  1,000,000 stock options were exercised for total proceeds to us
of $60,000.

During our exploration stage, our president will only be devoting  approximately
five hours per week of his time to our  business.  We do not foresee the limited
involvement  of our President as negatively  impacting our company over the next
twelve months as all exploratory work is being performed by outside consultants.
Additionally, we will not have a need to hire any employees over the next twelve
months;  nor do we plan to make any purchases of equipment  over the next twelve
months due to reliance upon outside  consultants to provide all tools needed for
the exploratory work being conducted.

Results of Operations for the Fiscal Year Ended January 31, 2004

We did not earn any revenues  during the fiscal year ended  January 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.

We incurred a net loss of $28,366 for the year ended  January 31, 2004  compared
to $54,598 for the twelve  months ended January 31, 2003, a decrease of $26,232.
The  lower net loss was  largely  due to a  reduction  in  professional  fees of
$33,582  offset by an  increase in  Directors  fees of $5,000.  The  decrease in
professional  fees was due to  significant  professional  fees  incurred  during
fiscal 2003 related to corporate  organization and the registration process with
the SEC.  Directors  fees in the amount of $5,000 were paid in the current  year
when none were paid in the prior year.

Liquidity and Capital Resources

We had cash of $12,104 as of January 31, 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        $12,000 for operating expenses,  including working capital and
                  general,   legal,   accounting  and  administrative   expenses
                  associated  with reporting  requirements  under the Securities
                  Exchange Act of 1934.



                                       17
<PAGE>

Current cash on hand is insufficient  for any additional  work proposed.  In the
event that we shall require additional  funding, we anticipate that such funding
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.


ITEM 7.  FINANCIAL STATEMENTS

Index to Financial Statements:

1. Auditors' Report;

2. Audited Financial Statements for the year ended January 31, 2004, including:

         a.       Balance Sheets as at January 31, 2004 and 2003;

         b.       Statements of Loss and Deficit for the years ended January 31,
                  2004 and 2003 and for the period  from  inception  on December
                  21, 2001 to January 31, 2004;

         c.       Statements  of Cash Flows for the years ended January 31, 2004
                  and 2003 and for the period from  inception  on  December  21,
                  2001 to January 31, 2004;

         d.       Statements of Stockholders' Equity for the years ended January
                  31,  2004  and  2003  and for the  period  from  inception  on
                  December 21, 2001 to January 31, 2004;

         e.       Notes to Financial Statements.

                            AMERICAN GOLDFIELDS INC.
                         (formerly BAYMONT CORPORATION)
                         (An Exploration Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                            JANUARY 31, 2004 AND 2003
                            (Stated in U.S. Dollars)




                                       18
<PAGE>

                          INDEPENDENT AUDITORS' REPORT




To the Stockholders and Directors
American Goldfields Inc. (formerly Baymont Corporation)
(An exploration stage company)


We have audited the  consolidated  balance  sheets of American  Goldfields  Inc.
(formerly Baymont  Corporation) (an exploration stage company) as at January 31,
2004 and 2003, and the consolidated  statements of loss and deficit  accumulated
during the exploration stage, cash flows, and stockholders' equity for the years
ended January 31, 2004 and 2003, and for the period from inception, December 21,
2001,  to January 31, 2004.  These  consolidated  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in  accordance  with United  States  generally  accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain reasonable  assurance whether the consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects,  the financial position of the Company as at January 31, 2004
and 2003,  and the results of its  operations and cash flows for the years ended
January 31, 2004 and 2003, and from inception, December 21, 2001, to January 31,
2004 in accordance with United States generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
the Company will continue as a going  concern.  As discussed in to Note 1 to the
consolidated  financial  statements,  the Company incurred a net loss of $93,709
since inception,  has not attained  profitable  operations and is dependent upon
obtaining  adequate  financing  to fulfill  its  exploration  activities.  These
factors raise  substantial  doubt that the Company will be able to continue as a
going concern.  Management's plans in regard to these matters are also discussed
in Note 1. The consolidated  financial statements do not include any adjustments
that might result from the outcome of this uncertainty.




Vancouver, Canada
April 22, 2004                                            Chartered Accountants





                                       19
<PAGE>



                            AMERICAN GOLDFIELDS INC.
                         (formerly BAYMONT CORPORATION)
                         (An Exploration Stage Company)

                           CONSOLIDATED BALANCE SHEETS
                            (Stated in U.S. Dollars)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------- --------------------------------
                                                                                              JANUARY 31
                                                                                              ----------
                                                                                          2004             2003
----------------------------------------------------------------------------------- -- ------------ -- -------------
<S>                                                                                 <C>             <C>
ASSETS

Current
     Cash                                                                           $      12,104   $      30,868
      Prepaid expenses                                                                        330            -
                                                                                    -- ------------ -- -------------
                                                                                           12,434          30,868

Mineral property interest (Note 3)                                                           -               -
                                                                                    -- ------------ -- -------------

                                                                                    $      12,434   $      30,868
=================================================================================== == ============ == =============

LIABILITIES

Current
     Accounts payable                                                               $      10,572   $         640
                                                                                    -- ------------ -- -------------

STOCKHOLDERS' EQUITY

Share Capital
     Authorized:
         100,000,000  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:
            8,985,713 common shares at January 31, 2004 and 2003
                                                                                            8,986           8,986

     Additional paid-in capital                                                            86,585          86,585

Deficit accumulated during the exploration stage                                          (93,709)        (65,343)
                                                                                    -- ------------ -- -------------
                                                                                            1,862          30,228
                                                                                    -- ------------ -- -------------

                                                                                    $      12,434   $      30,868
=================================================================================== == ============ == =============
</TABLE>

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



                                       20
<PAGE>



                             AMERICAN GOLDFIELDS INC
                         (formerly BAYMONT CORPORATION)
                         (An Exploration Stage Company)

                   CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
                            (Stated in U.S. Dollars)
<TABLE>
<CAPTION>

------------------------------------------------------------ ----------------- ------------------ ------------------
                                                                                                      INCEPTION
                                                                   YEAR              YEAR            DECEMBER 21
                                                                  ENDED              ENDED             2001 TO
                                                                JANUARY 31        JANUARY 31         JANUARY 31
                                                                   2004              2003               2004
------------------------------------------------------------ ----------------- ------------------ ------------------
<S>                                                          <C>               <C>                <C>
Expenses
     Mineral property acquisition and exploration
       expenditures                                          $         7,600   $          4,424   $     14,524
     Office and sundry                                                 2,117              1,058          3,175
     Rent                                                              1,155                585          1,940
     Professional fees                                                11,589             45,171         64,805
     Transfer agent fees                                                 905              1,360          2,265
     Directors fees                                                    5,000                  -          5,000
     Consulting fees                                                       -              2,000          2,000
                                                             -- -------------- --- -------------- -- ---------------

Net loss for the period                                              (28,366)           (54,598)  $    (93,709)
                                                                                                  == ===============

Deficit accumulated during the exploration stage,
  beginning of period                                                (65,343)           (10,745)
                                                             -- -------------- --- --------------

Deficit  accumulated  during the exploration  stage, end of
  period                                                     $       (93,709)  $        (65,343)
============================================================ == ============== === ==============


Net loss per share                                           $          0.00   $           0.01
============================================================ == ============== === ==============


Weighted average number of shares outstanding
                                                                   8,985,713          8,985,713
============================================================ == ============== === ==============
</TABLE>
   The accompanying notes are an integral part of these financial statements.




                                       21
<PAGE>



                             AMERICAN GOLDFIELDS INC
                         (formerly BAYMONT CORPORATION)
                         (An Exploration Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Stated in U.S. Dollars)
<TABLE>
<CAPTION>

-------------------------------------------------------------- --------------- ------------------ ------------------
                                                                                                      INCEPTION
                                                                    YEAR             YEAR            DECEMBER 21
                                                                   ENDED             ENDED             2001 TO
                                                                 JANUARY 31       JANUARY 31         JANUARY 31
                                                                    2004             2003               2004
-------------------------------------------------------------- --------------- ------------------ ------------------
<S>                                                            <C>             <C>                <C>
Cash flows from operating activities
     Net loss for the period                                   $     (28,366)  $      (54,598)    $     (93,709)

Adjustments to reconcile net loss to net cash used by
  operating activities
     Change in prepaid expenses                                         (330)               -              (330)
     Change in accounts payable                                        9,932           (4,658)           10,572
                                                               -- ------------ --- -------------- -- ---------------
                                                                     (18,764)         (59,256)          (83,467)
                                                               -- ------------ --- -------------- -- ---------------

Cash flows from financing activity
     Issue of share capital                                             -                   -            95,571
                                                               -- ------------ --- -------------- -- ---------------

Increase (decrease) in cash                                          (18,764)         (59,256)           12,104

Cash, beginning of period                                             30,868           90,124             -
                                                               -- ------------ --- -------------- -- ---------------

Cash, end of period                                            $      12,104   $       30,868     $      12,104
============================================================== == ============ === ============== == ===============
</TABLE>

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




                                       22
<PAGE>



                             AMERICAN GOLDFIELDS INC
                         (formerly BAYMONT CORPORATION)
                         (An Exploration Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                JANUARY 31, 2004
                            (Stated in U.S. Dollars)
<TABLE>
<CAPTION>

                                                                                            DEFICIT
                                                         COMMON STOCK                     ACCUMULATED
                                         --------------------------------------------
                                           number of                     ADDITIONAL        DURING THE
                                            COMMON           par          PAID IN          EXPLORATION
                                            SHARES          VALUE         CAPITAL            STAGE               TOTAL
                                         --------------- ------------- -------------- --------------------- ----------------

<S>                                      <C>             <C>            <C>            <C>                  <C>
Balance, January 31, 2002                   8,985,713    $     8,986    $    86,585    $      (10,745)      $      84,826

Net loss for the period                         -                -             -              (54,598)            (54,598)
                                         --------------- --- --------- -- ----------- -- ------------------ -- -------------

Balance, January 31, 2003                   8,985,713          8,986         86,585           (65,343)             30,228

Net loss for the year                           -                -             -              (28,366)            (28,366)
                                         --------------- --- --------- -- ----------- -- ------------------ -- -------------

Balance, January 31, 2004                   8,985,713    $     8,986    $    86,585    $      (93,709)      $      1,862
                                         =============== === ========= == =========== == ================== == =============
</TABLE>

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




                                       23
<PAGE>



                            AMERICAN GOLDFIELDS INC.
                         (formerly BAYMONT CORPORATION)
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            JANUARY 31, 2004 AND 2003
                            (Stated in U.S. Dollars)


1.   OPERATIONS

     Organization

     The Company was  incorporated in the State of Nevada,  U.S.A.,  on December
     21, 2001.

     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 $93,709 for the period from  December  21, 2001
     (inception)  to  January  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.



2.   SIGNIFICANT ACCOUNTING POLICIES


     The consolidated  financial statements of the Company have been prepared in
     accordance  with  generally  accepted  accounting  principles in the United
     States.  Because a precise  determination of many assets and liabilities is
     dependent upon future events,  the  preparation of  consolidated  financial
     statements  for a period  necessarily  involves the use of estimates  which
     have been made using careful judgment.



     The consolidated  financial statements have, in management's  opinion, been
     properly  prepared within  reasonable  limits of materiality and within the
     framework of the significant accounting policies summarized below:





                                       24
<PAGE>

     a)  Consolidation

         These  consolidated  financial  statements  include the accounts of the
         Company and its wholly-owned Canadian subsidiary,  Baymont Explorations
         Inc.



     b)  Mineral Property Payments and Exploration Costs

         The  Company   expenses  all  costs  related  to  the  maintenance  and
         exploration  of  mineral  claims  in which it has  secured  exploration
         rights prior to establishment of proven and probable reserves. To date,
         the Company  has not  established  the  commercial  feasibility  of its
         exploration prospects, therefore, all costs are being expensed.



     c)  Joint Venture

         The  Company's  exploration  activity  will be  conducted  jointly with
         another party and,  accordingly,  the Company will only account for its
         proportionate interest in such activity.



     d)  Use of Estimates

         The preparation of consolidated financial statements in conformity with
         generally accepted  accounting  principles  requires management to make
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities, and disclosure of contingent assets and liabilities at
         the date of the  consolidated  financial  statements,  and the reported
         amounts of revenues  and  expenses  for the  reporting  period.  Actual
         results could differ from these estimates.



     e)  Foreign Currency Translation

         The Company's functional currency is the U.S. dollar.  Transactions in
         foreign currency are translated into U.S. dollars as follows:



         i)   monetary items at the rate  prevailing at the balance sheet date;
         ii)  non-monetary items at the historical  exchange rate;
         iii) revenue  and  expense at the  average  rate in effect  during the
              applicable accounting period.


     f)  Income Taxes

         The Company has adopted Statement of Financial Accounting Standards No.
         109 - "Accounting for Income taxes" (SFAS 109). This standard  requires
         the use of an asset and liability  approach for  financial  accounting,
         and reporting on income taxes.  If it is more likely than not that some
         portion  or all of a  deferred  tax  asset  will  not  be  realized,  a
         valuation allowance is recognized.



     g)  Loss Per Share

         Loss per share is  calculated  using  the  weighted  average  number of
common shares outstanding during the period.





                                       25
<PAGE>

3.   MINERAL PROPERTY INTEREST



     By an agreement dated December 28, 2001, as amended, the Company acquired a
     75%  interest in the BOR Claims  located in British  Columbia,  Canada,  in
     consideration of a cash payment of $2,500.



     Concurrently with the execution of this agreement, the Company entered into
     a joint  venture  agreement  with the  vendor  of the  property.  The joint
     venture  agreement  requires that the Company expend an initial  $12,000 on
     the property by June 30, 2003 with all further  expenditures  split 75% for
     the Company and 25% for their joint  venture  partner.  This  agreement was
     terminated by the parties on April 20, 2004.



4.   SUBSEQUENT EVENTS

     On February 23, 2004, the Company  approved a 6:1 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  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.



     On March 3, 2004, the Company approved the Company's 2004 Stock Option Plan
     ("Plan").  Under the Plan, the Company reserved  5,000,000 shares of common
     stock for issuance.



     On March 12, 2004, the Company granted  1,100,000  common stock options and
     on April 2, 2004 the Company  granted  600,000  common stock  options.  All
     stock options were granted at a price of $0.06 per option. The options vest
     immediately and have a ten year term. On April 19, 2004,  1,000,000  common
     stock options were exercised for total proceeds of $60,000.



     On March 31, 2004,  two of the  Directors  of the Company  agreed to return
     30,000,000 shares of common stock to treasury for no proceeds.  The Company
     did not record a gain or loss as a result of this transaction.



     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


                                       26
<PAGE>

     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.


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

We have had no  disagreements  with its  independent  auditors on  accounting or
financial disclosures.

ITEM 8A.          CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures. The issuer's principal executive officer and
principal financial  officers,  are responsible for establishing and maintaining
disclosure  controls and procedures (as defined in Exchange Act Rules  13a-15(e)
and  15d-15(e))  and internal  control over  financial  reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and has:

     -  designed  such  disclosure  controls  and  procedures,  or  caused  such
disclosure  controls and procedures to be designed under their  supervision,  to
ensure  that  material  information  relating  to  the  issuer,   including  its
consolidated  subsidiaries,  is  made  known  to  them by  others  within  those
entities, particularly during the period in which the periodic reports are being
prepared;

    - designed such internal  control over financial  reporting,  or caused such
internal   control  over   financial   reporting  to  be  designed  under  their
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;

     - evaluated  the  effectiveness  of the  issuer's  disclosure  controls and
procedures as of the end of the fiscal year (the "Evaluation Date").

     Based on their  evaluation as of the Evaluation  Date, his conclusion about
the  effectiveness  of the disclosure  controls and procedures were that nothing
indicated:

     - any  significant  deficiencies  in the design or  operation  of  internal
controls which could adversely affect the issuer's  ability to record,  process,
summarize and report financial data;

     - any fraud,  whether or not material,  that  involves  management or other
employees who have a significant role in the issuer's internal controls; or

     - any material  weaknesses in internal controls that have been or should be
identified for the issuer's  auditors and disclosed to the issuer's auditors and
the audit  committee  of the  board of  directors  (or  persons  fulfilling  the
equivalent function).

In addition,  the issuer's  disclosure  controls and procedures are effective in
recording, processing, summarizing and reporting, on a timely basis, information
required to be  disclosed by the Company in the reports that it files or submits
under the Exchange Act.



                                       27
<PAGE>

Internal  Control Over Financial  Reporting.  There have not been any changes in
the Company's internal control over financial reporting (as such term is defined
in Rules  13a-15(f)  under the Exchange Act) during the Company's  fourth fiscal
quarter that have materially  affected,  or are reasonably  likely to materially
affect, the Company's internal control over financial reporting.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE  OFFICERS OF THE  REGISTRANT,  COMPLIANCE  WITH
         SECTION 16(A) OF THE EXCHANGE ACT

Set forth below is certain  information  concerning the person who served as our
sole executive officer and director during the year ended January 31, 2004.


Director:

Name of Director                    Age
----------------------              -----
Alfredo Javier De Lucrezia          37

Executive Officer:

Name of Officer                     Age       Office
--------------------                -----     -------
Alfredo Javier De Lucrezia          37        President, Treasurer and Secretary

On February 5, 2004, Mr.  Lucrezia  resigned from his position with the Company.
On the same date, Mr. Donald Neal, (53) and Mr. Greg Crowe,  (49) were appointed
as Directors with Mr. Neal elected as President,  Chief Executive Officer, Chief
Financial Officer, Secretary, and Treasurer.

Set forth below is a brief description of the background and business experience
of our former and new executive officers and directors.

Mr.  Alfredo  Javier  De  Lucrezia  resigned  as is  our  president,  secretary,
treasurer and sole member of our board of directors on February 5, 2004.  Mr. De
Lucrezia  was  appointed  to our  board  of  directors  and  as  our  president,
secretary, and treasurer on December 21, 2001.

Since 1988,  Mr. De Lucrezia has been the President and Co-Owner and in May 1999
became the sole owner of Tony's  Painting  and  Decorating,  a private  company,
which has been in operation  since 1978. Mr. De Lucrezia is also the Co-Owner of
Gala Events, a private  company,  which has been in operation since 1995. Mr. De
Lucrezia does the accounting for and manages both of his private companies.  Mr.
De Lucrezia is also a Director of Solaia  Ventures Inc., a public company listed
on the Canadian Venture Exchange.  Mr. De Lucrezia has approximately  five years
experience as a director  and/or  officer of other mineral  resource  companies.
Those companies were:  Solaia Ventures,  International  Croesus  Ventures,  Orex
Ventures,    Universal   Explorations,    Tryx   Ventures.   Mr.   De   Lucrezia
responsibilities  with these resource  companies included finding properties for
acquisition,  negotiating property agreements, general corporate bookkeeping and
administration,  plus  liaising with  professionals  and market  makers.  Mr. De
Lucrezia  is  currently  president  and Chief  Executive  Officer  of  Universal


                                       28
<PAGE>

Exploration  Corporation,  now a public company  listed on the Canadian  Venture
Exchange.  Mr. De Lucrezia has a Business  Administration  Diploma from Capilano
College, of Vancouver, British Columbia. Mr. De Lucrezia speaks English, Spanish
and Italian.  Mr. De Lucrezia was a director and president of Aquistar  Ventures
(USA)  Inc.,  a public  company  on the  Over-The-Counter  Bulletin  Board  from
September  10, 1999 to February  14,  2001.  In this  position,  Mr. De Lucrezia
provided  management  services  including  finding  properties for  acquisition,
negotiating   property   agreements,    general   corporate    bookkeeping   and
administration,  plus  liaising with  professionals  and market  makers.  Mr. De
Lucrezia has been a director and the president of Tasker Capital Corp., a public
company on the  Over-The-Counter  Bulletin  Board,  from  September  15, 1999 to
February 8, 2002. In this position, Mr. De Lucrezia provided management services
including finding properties for acquisition,  negotiating  property agreements,
general   corporate   bookkeeping   and   administration,   plus  liaising  with
professionals and market makers.

Mr.  Donald  Neal,  age 53, is a  professional  engineer  with a  background  in
Projects Engineering  Management.  In his 30 year career, Mr. Neal has developed
extensive  industrial  expertise  in areas  relating to power plant and refinery
engineering and design. He has been involved in the construction supervision and
start-up  phases of plants  throughout  the world,  including the United States,
Canada,  Europe  and Asia.  His  experience  in  industrial  project  management
encompasses  a  range  of  capabilities   including  field  service   expertise,
performance  testing,  failure  analysis and  pulverized  coal firing,  milling,
feeding and fuel conveying systems.  Mr. Neal is a graduate of the University of
Waterloo (Applied  Science),  and is a member of the Association of Professional
Engineers and Geoscientists of British Columbia.  From 2000 to present, Mr. Neal
has worked as an independent  boiler  consultant for Mocait's  Development Corp.
which is a privately held corporation.  Prior to his present position,  Mr. Neal
worked as an Engineering Manager for Utility and Recovery Engineering Ltd.

Gregory Crowe,  age 49, is a registered  Professional  Geologist in the Canadian
provinces  of  Alberta  and  British  Columbia.  Mr.  Crowe has over 20 years of
exploration,  business and entrepreneurial  experience throughout North America,
Latin America, Africa and Southeast Asia. Currently, Mr. Crowe is the President,
CEO, and  Director of Entree Gold Inc.  which is a public  Canadian  junior gold
mining company. Over the past five years prior to his appointment to his current
position, Mr. Crowe provided consulting services to a number of mining companies
in several countries. Mr. Crowe also holds a Master of Science (Geo.).

None of our  directors  holds any  directorships  in  companies  with a class of
securities  registered  pursuant to Section 12 of the Securities Exchange Act or
subject  to the  requirements  of  Section  15(d)  of  such  Act or any  company
registered as an investment company under the Investment Company Act of 1940, as
amended.

Our  Directors  are  appointed for a one-year term to hold office until the next
annual  general  meeting of our  shareholders  or until  removed  from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.

Meetings and Committees of the Board of Directors

Our Board of Directors  conducts its business  through meetings of the Board and
through  activities of its committees.  During the fiscal year ended January 31,
2004,  the Board of  Directors  held no regular  meetings and took no actions by
unanimous written consent.



                                       29
<PAGE>

The Board of Directors has not established an Audit Committee.

The Board has established an Option Committee and a Compensation Committee, each
consisting of Messrs. Neal and Crowe. The Option Committee recommends and grants
options to  individuals  under the option  plans  adopted  by the  company.  The
Compensation  Committee  recommends and grants  compensation  to individuals who
work for the company.

The Board  does not have a  nominating  committee,  the  functions  of which are
performed by the Board.

Section 16(a) Beneficial Ownership Reporting Compliance

Section  16(a) of the Exchange Act requires the  Company's  executive  officers,
directors and persons who  beneficially  own more than 10% of a registered class
of the Company's equity  securities to file with the Commission  initial reports
of  ownership  and  reports of changes in  ownership  of Common  Stock and other
equity  securities  of the  Company.  Such  persons are  required by  Commission
regulations  to furnish the Company with copies of all Section  16(a) forms they
filed.

We are not aware of any instances in fiscal year 2004 when an executive officer,
director  or  owners of more than 10% of the  outstanding  shares of our  common
stock failed to comply with the reporting  requirements  of Section 16(a) of the
Securities Exchange Act of 1934.


The Company has adopted a code of ethics that applies to its principal executive
officer,   principal   financial  officer,   principal   accounting  officer  or
controller,  or persons performing similar functions. For purposes of this Item,
the term code of ethics means written standards that are reasonably  designed to
deter wrongdoing and to promote:

- honest and  ethical  conduct,  including  the  ethical  handling  of actual or
apparent conflicts of interest between personal and professional  relationships;
- full, fair,  accurate,  timely, and  understandable  disclosure in reports and
documents that the issuer files with, or submits to, the Commission and in other
public   communications  made  by  the  issuer;
- compliance with applicable  governmental  laws, rules and  regulations;
- the  prompt  internal  reporting  of  violations  of the code to the  board of
directors or another  appropriate  person or persons;  and
- accountability for adherence to the code.

The Company  hereby  undertakes to provide to any person  without  charge,  upon
request,  a copy of such code of ethics.  Such request may be made in writing to
the board of directors at the address of the issuer.


ITEM 10.                    EXECUTIVE COMPENSATION

The table below  summarizes all  compensation  awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal year ended January 31, 2004, 2003 and, 2002.



                                       30
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation Table
                                  Annual Compensation                 Long Term Compensation
--------------- -------------- ------- -------- --------- ---------------- ------------- ------------ ---------- -----------------
Name            Title          Year    Salary   Bonus     Other    Annual  Restricted    Warrants  &  LTIP       All Other
                                                          Compensation     Stock         Options      Payouts    Compensation
                                                                           Awarded                    ($)
--------------- -------------- ------- -------- --------- ---------------- ------------- ------------ ---------- -----------------
<S>             <C>            <C>     <C>      <C>       <C>              <C>           <C>          <C>        <C>
Alfredo         Director,      2004    5,000    0         0                0             0            0          0
Javier      De  President,
Lucrezia        Secretary,
                and Treasurer
--------------- -------------- ------- -------- --------- ---------------- ------------- ------------ ---------- -----------------
                               2003    0        0         0                0             0            0          0
--------------- -------------- ------- -------- --------- ---------------- ------------- ------------ ---------- -----------------
                               2002    0        0         0                0             0            0          0
--------------- -------------- ------- -------- --------- ---------------- ------------- ------------ ---------- -----------------
</TABLE>

Stock Option Grants

We did not grant any option, stock appreciation  rights,  warrants or other type
of securities during the fiscal year ended January 31, 2004.

          On March 12, 2004, the Company granted  1,100,000 stock options and on
          April 2, 2004 the Company granted 600,000 stock options to consultants
          of the Company. All of the options vested immediately and were granted
          at $0.06 per option.

We  have  no  employment  agreements  with  any of  our  executive  officers  or
employees.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth  certain  information  concerning  the number of
shares of our common stock owned  beneficially as of April 20, 2004 by: (i) each
person  (including  any group) known to us to own more than five percent (5%) of
any  class of our  voting  securities,  (ii)  each of our  directors,  and (iii)
officers and directors as a group.  Information relating to beneficial ownership
of common  stock by our  principal  stockholders  and  management  is based upon
information furnished by each person using "beneficial ownership" concepts under
the rules of the Securities and Exchange Commission. Under these rules, a person
is deemed to be a  beneficial  owner of a security  if that person has or shares
voting  power,  which  includes  the power to vote or direct  the  voting of the
security,  or investment  power,  which includes the power to vote or direct the
voting of the  security.  The person is also deemed to be a beneficial  owner of
any  security of which that person has a right to acquire  beneficial  ownership
within 60 days.

Under the Securities and Exchange  Commission  rules,  more than
one person may be deemed to be a beneficial owner of the same securities,  and a
person may be deemed to be a beneficial  owner of  securities  as to which he or
she may not have any pecuniary beneficial interest.



                                       31
<PAGE>

The percentages  below are calculated based on 23,914,278 shares of common stock
issued and outstanding
<TABLE>
<CAPTION>
      Officers, Directors,
         5% Shareholder                         No. of Shares                 Beneficial Ownership %
        -----------------                       -------------                 ----------------------

<S>                                             <C>              <C>          <C>
Donald Neal                                     3,000,000        (1)                  12.54%
6231 Gibbons Drive, Richmond,
B.C., Canada, V7C 2C9

Gregory Crowe                                   3,000,000        (1)                  12.54%
1679 Eaglecliff Road, Bowen
Island, B.C., Canada, V0N 1G0

All directors and executive
officers as a group (2 persons)
                                                6,000,000                             25.08%
</TABLE>


     (1) Each of Donald  Neal and Gregory  Crowe  purchased  18,000,000  (giving
effect to the 6:1 forward  stock split)  shares from  Alfredo De  Lucrezia,  the
Company's  former  officer and director on February 10, 2004. On March 31, 2004,
each of Messrs. Neal and Crowe returned 15,000,000 shares to the Company.

The persons or entities  named in this table,  based upon the  information  they
have provided to us, have sole voting and  investment  power with respect to all
shares of common stock beneficially owned by them.

Change In Control

Alfredo De Lucrezia had legal and beneficial ownership of  6,000,000(pre-forward
split)  shares of Common  Stock,  or 66.8% of the issued and  outstanding  share
capital of the Company.  Pursuant to the Purchase and Sale Agreement dated as of
February 10, 2004, among Gregory Crowe, Donald Neal and Alfredo De Lucrezia, Mr.
Lucrezia sold 3,000,000 shares to each of Messrs.  Crowe and Neal. The per share
purchase price was $0.035 per share, or an aggregate of $105,000 paid by each of
Messrs. Crowe and Neal.

Messrs.  Neal and  Crowe  are  party to a  Shareholders'  Agreement  dated as of
February 10, 2004.  The agreement  provides that for so long as the person holds
any of the  3,000,000  shares which he received  from  Alfredo De Lucrezia,  the
directors  shall vote such shares to maintain two persons on our board,  or such
number as the shareholders  agree. Upon any vote to appoint  representatives  to
the Board,  each shareholder  agreed that he shall vote his shares for the other
shareholder.  If one of the  shareholders is no longer a shareholder,  or if the
Board or our  shareholders  decided to remove one of the Board  members,  or the
shareholder  no longer holds any of the 3,000,000  shares which he received from
Mr.  Lucrezia,  then the other  shareholder  agreed to vote his shares to either
maintain  the  number of Board  members  as one or to  nominate  a second  Board
member.  The agreement  also provides that for all other matters in which shares
are voted,  the two  shareholders  shall vote their 3,000,000 shares together as
determined by the unanimous decision of the shareholders.



                                       32
<PAGE>

Each of the shareholders  also agreed that he will not,  directly or indirectly,
sell,  pledge,  gift or in any other way dispose of any of the 3,000,000  shares
which he received from Mr. Lucrezia.  This transfer  restriction  shall apply to
such shares in all situations during all times that such individual holds any of
the 3,000,000 shares.

Other than as described above, there is no agreement or arrangement  between Mr.
Crowe and Mr. Neal with respect to the 6,000,000 shares held by said persons.

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as described above, none of the following parties has, since our date
of  incorporation,  had  any  material  interest,  direct  or  indirect,  in any
transaction  with us or in any presently  proposed  transaction that has or will
materially affect us:

o        Any of our directors or officers;
o        Any person proposed as a nominee for election as a director;
o        Any  person who  beneficially  owns,  directly  or  indirectly,  shares
         carrying more than 10% of the voting rights attached to our outstanding
         shares of common stock;
o        Any of our promoters;
o Any relative or spouse of any of the foregoing  persons who has the same house
as such person.

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits to this Report are all  documents  previously  filed which
are  incorporated  herein as exhibits to this Report by  reference  to all other
reports  previously  filed by the Company pursuant to the Securities Act of 1933
and the Securities Exchange Act of 1934.

We are filing the exhibits listed below with this Report:

3.2      Certificate of Amendment to Articles of Incorporation (a)
10.1     Stock Option Plan (b)
10.2     Letter of Intent dated April 7, 2004 between  Baymont  Corporation  and
         Minquest Inc.
10.3     Termination of Joint Venture  Agreement  dated April 20, 2004,  between
         American Goldfields Inc. and Lorne B. Warren
31       Certification required by Rules 13a-14(a) or 15d-14(a)
32       Section 1350 Certification

(a)      Previously filed as an exhibit to the Company's  Information  Statement
         submitted  to the SEC on March 10,  2004.
(b)      Previously filed as an exhibit to the Company's  Registration Statement
         of Form S-8 submitted to the SEC on March 10, 2004.

         (b) The  Company  did not file any  reports on Form 8-K during the last
quarter of the fiscal year ended January 31, 2004.



                                       33
<PAGE>

On February 10, 2004,  the Company filed a Current Report on Form 8-K under Item
1 with respect to the  resignation of the sole director,  the appointment of new
directors,  and  sale of  common  stock  from  the  former  Director  to the new
directors.  On March 31, 2004,  the Company  filed a Current  Report on Form 8-K
under Item 5 with respect to the  cancellation  of  30,000,000  shares of common
stock and the change of the name of the Company to American Goldfields Inc.

Item 14.  Principal Accountant Fees and Services.

Morgan  &  Company  has  served  as the  Company's  Principal  Accountant  since
inception. Their fees billed to the Company are set forth below:

                                     Fiscal year ending     Fiscal year ending
                                      January 31, 2004       January 31, 2003
                                   ---------------------   --------------------
Audit Fees                         $               5,000  $               5,000
Audit Related Fees                                   NIL                    NIL
Tax Fees                           $                 NIL                    NIL
All Other Fees                     $                 NIL  $                 NIL


As of  January  31,  2004,  the  Company  did  not  have  a  formal,  documented
pre-approval  policy  for the  fees of the  principal  accountant.  It is in the
process of adopting such a policy.





                                       34
<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                AMERICAN GOLDFIELDS INC.

        Dated: April 29, 2004           By  /S/ Donald Neal
        ---------------------           ------------------------------
                                        Donald Neal
                                        President, Chief Executive
                                        and Operating Officer, Secretary and
                                        Treasurer

        Dated: April 29, 2004           By  /s/ Greg Crowe
        ---------------------           ------------------------------
                                        Greg Crowe
                                        Director



         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.



        /s/ Donald Neal      President, Chief Executive    Dated: April 29, 2004
        ---------------      And Operating Officer,
        Donald Neal          Secretary and Treasurer
                             (Principal  Executive Officer and
                             Principal Financial Officer)





        /s/ Greg Crowe       Director                     Dated:  April 29, 2004
        --------------
        Greg Crowe