As filed with the Securities and Exchange Commission on June 23, 2005

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                          AMERICAN GOLDRUSH CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                    CANADA                                 NOT APPLICABLE
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
                 Organization)                                   No.)

                           1155 WEST PENDER, SUITE 708
                       VANCOUVER, BRITISH COLUMBIA V6E 2P4
                    (Address of Principal Executive Offices)

              AMERICAN GOLDRUSH CORPORATION 2005 STOCK OPTION PLAN
                            (Full Title of the Plan)

       DAVID LUBIN, ESQ.                             COPY TO:
   DAVID LUBIN & ASSOCIATES                 RONALD BLOMKAMP, PRESIDENT
     92 WASHINGTON AVENUE                  AMERICAN GOLDRUSH CORPORATION
     CEDARHURST, NY 11516                   1155 WEST PENDER, SUITE 708
     FAX: (516) 569-5053                      VANCOUVER, B.C. V6E 2P4
                                                TEL: (604) 974-1175
(Name and Address of Agent for Service)

                               TEL: (516) 569-9629
          (Telephone number, Including Area Code, of Agent for Service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of Securities To    Proposed Amount To     Maximum Offering        Maximum Aggregate      Amount of
Be Registered             Be Registered(1)       Price Per Share(2)      Offering Price         Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                    <C>
Common Shares, no par     5,000,000(3)           $0.0106                 $ 53,000               $6.72
value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

(1)      Pursuant  to Rule 416,  this  Registration  Statement  also covers such
         indeterminable  number  of  additional  shares as may  become  issuable
         pursuant to terms  designed to prevent  dilution  resulting  from stock
         splits, stock dividends or similar events.

(2)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rule  457(h)  under  the  Securities  Act of 1933,  as
         amended.

(3)      Represents  shares of common stock  reserved  for issuance  pursuant to
         options  available for grant under the  Registrant's  2005 Stock Option
         Plan.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

As  permitted  by the rules of the  Securities  and  Exchange  Commission,  this
Registration  Statement omits the  information  specified in Part I of Form S-8.
The documents  containing the information  specified in Part I will be delivered
to the  participant  in the plans  covered  by this  Registration  Statement  as
required by Rule  428(b)(1)  promulgated  under the  Securities  Act of 1933, as
amended.  Such  documents are not being filed with the  Securities  and Exchange
Commission  as  part  of  this  Registration  Statement  or as  prospectuses  or
prospectus supplements pursuant to Rule 424 of such Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following  documents or portions thereof, as filed by us with the Securities
and Exchange  Commission,  are  incorporated  by reference in this  registration
statement:

o        our Registration Statement filed on Form F-1 on April 11, 2005;

o        the description of our Common Stock, no par value per share,  contained
         in the section entitled "Description of Securities" of the Registrant's
         registration  statement  on Form  F-1  (SEC  File  No.  333-120722)  as
         amended; and

o        all other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
         Securities  Exchange  Act of 1934,  as  amended,  since  the end of the
         fiscal year covered by the financial  statements  contained in the Form
         F-1 referred to in (1) above.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the effective date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered have been sold or which  deregisters all securities
then remaining  unsold,  shall be deemed to be  incorporated by reference in the
Registration  Statement  and to be a part  thereof  from the date of filing such
documents.   Any  statement   contained  herein  or  in  a  document  or  report
incorporated or deemed to be incorporated by reference herein shall be deemed to
be  modified  or  superseded  for all  purposes  to the extent  that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as modified or superseded, to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Our common shares are registered under section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

No  expert  or  counsel  named in this  registration  statement  was  hired on a
contingent  basis,  will  receive a direct  or  indirect  interest  in, or was a
promoter,  underwriter,  voting  trustee,  director,  officer,  or employee  of,
American Goldrush.


<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Canadian  Federal  corporate  laws  provide,  among  other  things,  that we may
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened,  pending or completed action,  suit or proceeding (other than
an action by us or in our right) by reason of the fact that the person is or was
a  director,  officer,  agent or employee of our company or is or was serving at
our request as a director,  officer,  agent, or employee of another corporation,
partnership,  joint  venture,  trust  or  other  enterprise,  against  expenses,
including  attorneys'  fees,  judgments,  fines and amounts  paid in  settlement
actually and reasonably  incurred by the person in connection  with such action,
suit or proceeding.  The power to indemnify applies if such person is successful
on the merits or otherwise in defense of any action,  suit or proceeding,  or if
such person acted in good faith and in a manner he reasonably  believed to be in
the best interest, or not opposed to the best interest, of our company, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.  The power to indemnify  applies to actions brought by
us or in our  right  as  well,  but  only  to the  extent  of  defense  expenses
(including  attorneys' fees but excluding  amounts paid in settlement)  actually
and reasonably  incurred and not to any satisfaction of a judgment or settlement
of the claim  itself,  and with the further  limitation  that in such actions no
indemnification  shall be made in the event of any adjudication of negligence or
misconduct in the performance of his duties to the Registrant,  unless the court
believes that in light of all the  circumstances  indemnification  should apply.
The  indemnification  provisions  contained  in  Canadian  Corporate  Law is not
exclusive  of any  other  rights  to  which a  person  may be  entitled  by law,
agreement, vote of stockholders or disinterested directors or otherwise.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

There are no restricted  securities  to be reoffered or resold  pursuant to this
registration statement.

ITEM 8. EXHIBITS.

The following  exhibits are filed as a part of this registration  statement,  or
incorporated herein by reference as noted:

      EXHIBIT
      NUMBERS         DESCRIPTION OF DOCUMENT
          *3.1        Articles  of  Incorporation  of  the  Company
          *3.2        Articles of Amendment
          *3.3        By-Laws  of  the  Company
          *4.1        Specimen  Common  Stock  Certificate
           4.2        American Goldrush Corporation 2005 Stock Option Plan
           4.3        Form of Stock Option Agreement under the Option Plan
           5.1        Opinion of Counsel
         *10.1        Form of Class A Warrant
         *10.2        Form of Class B Warrant
         *10.3        Form of Class C Warrant
         *10.4        Agreement  between  the  Company  and  Ronald  Blomkamp
                      dated September 30, 2003
         *10.5        Property Option Agreement with Randy Polischuk
         *10.6        Agreement between the Company and Scott Praill dated
                      September 30, 2003
        **10.7        Amendment No. 1 to the Property Option Agreement
       ***10.8        Bridge Loan Agreement
          23.1        Consent of Independent Accountants
          23.2        Consent of Counsel (Included in Exhibit 5.1)

*  Previously  filed  with the  Company's  registration  statement  on Form F-1,
Registration No. 333-120722, submitted to the SEC on November 23, 2004.

** Previously filed with the Company's  amendment to the registration  statement
on Form F-1,  Registration No.  333-120722,  submitted to the SEC on January 25,
2005.

*** Previously filed with the Company's amendment to the registration  statement
on Form F-1,  Registration  No.  333-120722,  submitted  to the SEC on April 12,
2005.



<PAGE>

ITEM 9. UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

(1)      To file,  during any period in which  offers or sales are being made, a
         post-effective amendment to this registration statement:

         (i) To include  any  prospectus  required  by Section  10(a)(3)  of the
         Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
         effective  date  of the  registration  statement  (or the  most  recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price  represent no more than a 20% change in the
         maximum  aggregate  offering  price  set forth in the  "Calculation  of
         Registration Fee" table in the effective Registration Statement;

         (iii) To include any material  information  with respect to the plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

         provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained in periodic  reports  filed with or
         furnished to the Securities  and Exchange  Commission by the Registrant
         pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934
         that are incorporated by reference in the registration statement;

(2)      That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration  statement relating to the securities offered therein,
         and the offering of such  securities at that time shall be deemed to be
         the initial bona fide offering thereof; and

(3)      To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.


<PAGE>

(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or 15(d) of
         the Securities  Exchange Act of 1934 that is  incorporated by reference
         in the registration  statement shall be deemed to be a new registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification  against such liabilities
         (other than the payment by the registrant of expenses  incurred or paid
         by a director,  officer or controlling  person of the registrant in the
         successful  defense of any action,  suit or  proceeding) is asserted by
         such  director,  officer or controlling  person in connection  with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Vancouver, Canada, on June 23, 2005.



                                     AMERICAN GOLDRUSH CORPORATION

                                      By: /s/ Ronald Blomkamp
                                      Ronald Blomkamp, Chief Executive and
                                      Financial Officer, Secretary and Treasurer


                                POWER OF ATTORNEY

KNOW ALL PERSON BY THESE  PRESENTS,  that each person  whose  signature  appears
below  constitutes and appoints Ronald Blomkamp with the power of  substitution,
his attorney-in-fact,  to sign any amendments to this Registration Statement and
to file the same,  with  exhibits  thereto  and other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all that  his  substitute,  may do or  choose  to be done by  virtue
thereof.

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated.

SIGNATURE              TITLE                                 DATE
---------------------- ------------------------------------- -------------------
                       Chief Executive Officer, Chief
/s/ Ronald Blomkamp    Financial Officer, Secretary and      June 23, 2005
-------------------
Ronald Blomkamp        Treasurer, Director (principal
                       executive officer, principal
                       financial officer and principal
                       controller)
---------------------- ------------------------------------- -------------------

/s/ Scott Praill       Director                              June 23, 2005
----------------
Scott Praill
---------------------- ------------------------------------- -------------------

/s/ Robert Cann        Director                              June 23, 2005
---------------
Robert Cann
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As filed with the Securities and Exchange Commission on June 23, 2005

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          AMERICAN GOLDRUSH CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                    CANADA                                 NOT APPLICABLE
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification
                 Organization)                                   No.)

                           1155 WEST PENDER, SUITE 708
                       VANCOUVER, BRITISH COLUMBIA V6E 2P4
                    (Address of Principal Executive Offices)

              AMERICAN GOLDRUSH CORPORATION 2005 STOCK OPTION PLAN
                            (Full Title of the Plan)

       DAVID LUBIN, ESQ.                             COPY TO:
   DAVID LUBIN & ASSOCIATES                 RONALD BLOMKAMP, PRESIDENT
     92 WASHINGTON AVENUE                  AMERICAN GOLDRUSH CORPORATION
     CEDARHURST, NY 11516                   1155 WEST PENDER, SUITE 708
     FAX: (516) 569-5053                      VANCOUVER, B.C. V6E 2P4
                                                TEL: (604) 974-1175
(Name and Address of Agent for Service)

                               TEL: (516) 569-9629
          (Telephone number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of Securities To    Proposed Amount To     Maximum Offering        Maximum Aggregate      Amount of
Be Registered             Be Registered(1)       Price Per Share(2)      Offering Price         Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Shares, no par     5,000,000(3)           $0.0106                 $ 53,000               $6.72
value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1)      Pursuant  to Rule 416,  this  Registration  Statement  also covers such
         indeterminable  number  of  additional  shares as may  become  issuable
         pursuant to terms  designed to prevent  dilution  resulting  from stock
         splits, stock dividends or similar events.

(2)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rule  457(h)  under  the  Securities  Act of 1933,  as
         amended.

(3)      Represents  shares of common stock  reserved  for issuance  pursuant to
         options  available for grant under the  Registrant's  2005 Stock Option
         Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

As  permitted  by the rules of the  Securities  and  Exchange  Commission,  this
Registration  Statement omits the  information  specified in Part I of Form S-8.
The documents  containing the information  specified in Part I will be delivered
to the  participant  in the plans  covered  by this  Registration  Statement  as
required by Rule  428(b)(1)  promulgated  under the  Securities  Act of 1933, as
amended.  Such  documents are not being filed with the  Securities  and Exchange
Commission  as  part  of  this  Registration  Statement  or as  prospectuses  or
prospectus supplements pursuant to Rule 424 of such Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following  documents or portions thereof, as filed by us with the Securities
and Exchange  Commission,  are  incorporated  by reference in this  registration
statement:

o        our Registration Statement filed on Form F-1 on April 11, 2005;

o        the description of our Common Stock, no par value per share,  contained
         in the section entitled "Description of Securities" of the Registrant's
         registration  statement  on Form  F-1  (SEC  File  No.  333-120722)  as
         amended; and

o        all other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
         Securities  Exchange  Act of 1934,  as  amended,  since  the end of the
         fiscal year covered by the financial  statements  contained in the Form
         F-1 referred to in (1) above.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the effective date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered have been sold or which  deregisters all securities
then remaining  unsold,  shall be deemed to be  incorporated by reference in the
Registration  Statement  and to be a part  thereof  from the date of filing such
documents.   Any  statement   contained  herein  or  in  a  document  or  report
incorporated or deemed to be incorporated by reference herein shall be deemed to
be  modified  or  superseded  for all  purposes  to the extent  that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as modified or superseded, to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Our common shares are registered under section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

No  expert  or  counsel  named in this  registration  statement  was  hired on a
contingent  basis,  will  receive a direct  or  indirect  interest  in, or was a
promoter,  underwriter,  voting  trustee,  director,  officer,  or employee  of,
American Goldrush.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Canadian  Federal  corporate  laws  provide,  among  other  things,  that we may
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened,  pending or completed action,  suit or proceeding (other than
an action by us or in our right) by reason of the fact that the person is or was
a  director,  officer,  agent or employee of our company or is or was serving at
our request as a director,  officer,  agent, or employee of another corporation,
partnership,  joint  venture,  trust  or  other  enterprise,  against  expenses,
including  attorneys'  fees,  judgments,  fines and amounts  paid in  settlement
actually and reasonably  incurred by the person in connection  with such action,
suit or proceeding.  The power to indemnify applies if such person is successful
on the merits or otherwise in defense of any action,  suit or proceeding,  or if
such person acted in good faith and in a manner he reasonably  believed to be in
the best interest, or not opposed to the best interest, of our company, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.  The power to indemnify  applies to actions brought by
us or in our  right  as  well,  but  only  to the  extent  of  defense  expenses
(including  attorneys' fees but excluding  amounts paid in settlement)  actually
and reasonably  incurred and not to any satisfaction of a judgment or settlement
of the claim  itself,  and with the further  limitation  that in such actions no
indemnification  shall be made in the event of any adjudication of negligence or
misconduct in the performance of his duties to the Registrant,  unless the court
believes that in light of all the  circumstances  indemnification  should apply.
The  indemnification  provisions  contained  in  Canadian  Corporate  Law is not
exclusive  of any  other  rights  to  which a  person  may be  entitled  by law,
agreement, vote of stockholders or disinterested directors or otherwise.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

There are no restricted  securities  to be reoffered or resold  pursuant to this
registration statement.

ITEM 8. EXHIBITS.

The following  exhibits are filed as a part of this registration  statement,  or
incorporated herein by reference as noted:

      EXHIBIT
      NUMBERS         DESCRIPTION OF DOCUMENT
          *3.1        Articles  of  Incorporation  of  the  Company
          *3.2        Articles of Amendment
          *3.3        By-Laws  of  the  Company
          *4.1        Specimen  Common  Stock  Certificate
           4.2        American Goldrush Corporation 2005 Stock Option Plan
           4.3        Form of Stock Option Agreement under the Option Plan
           5.1        Opinion of Counsel
         *10.1        Form of Class A Warrant
         *10.2        Form of Class B Warrant
         *10.3        Form of Class C Warrant
         *10.4        Agreement  between  the  Company  and  Ronald  Blomkamp
                      dated September 30, 2003
         *10.5        Property Option Agreement with Randy Polischuk
         *10.6        Agreement between the Company and Scott Praill dated
                      September 30, 2003
        **10.7        Amendment No. 1 to the Property Option Agreement
       ***10.8        Bridge Loan Agreement
          23.1        Consent of Independent Accountants
          23.2        Consent of Counsel (Included in Exhibit 5.1)

*  Previously  filed  with the  Company's  registration  statement  on Form F-1,
Registration No. 333-120722, submitted to the SEC on November 23, 2004.

** Previously filed with the Company's  amendment to the registration  statement
on Form F-1,  Registration No.  333-120722,  submitted to the SEC on January 25,
2005.

*** Previously filed with the Company's amendment to the registration  statement
on Form F-1,  Registration  No.  333-120722,  submitted  to the SEC on April 12,
2005.
ITEM 9. UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

(1)      To file,  during any period in which  offers or sales are being made, a
         post-effective amendment to this registration statement:

         (i) To include  any  prospectus  required  by Section  10(a)(3)  of the
         Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
         effective  date  of the  registration  statement  (or the  most  recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price  represent no more than a 20% change in the
         maximum  aggregate  offering  price  set forth in the  "Calculation  of
         Registration Fee" table in the effective Registration Statement;

         (iii) To include any material  information  with respect to the plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

         provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained in periodic  reports  filed with or
         furnished to the Securities  and Exchange  Commission by the Registrant
         pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934
         that are incorporated by reference in the registration statement;

(2)      That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration  statement relating to the securities offered therein,
         and the offering of such  securities at that time shall be deemed to be
         the initial bona fide offering thereof; and

(3)      To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.
(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or 15(d) of
         the Securities  Exchange Act of 1934 that is  incorporated by reference
         in the registration  statement shall be deemed to be a new registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification  against such liabilities
         (other than the payment by the registrant of expenses  incurred or paid
         by a director,  officer or controlling  person of the registrant in the
         successful  defense of any action,  suit or  proceeding) is asserted by
         such  director,  officer or controlling  person in connection  with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Vancouver, Canada, on June 23, 2005.

                                     AMERICAN GOLDRUSH CORPORATION

                                      By: /s/ Ronald Blomkamp
                                      Ronald Blomkamp, Chief Executive and
                                      Financial Officer, Secretary and Treasurer

                                POWER OF ATTORNEY

KNOW ALL PERSON BY THESE  PRESENTS,  that each person  whose  signature  appears
below  constitutes and appoints Ronald Blomkamp with the power of  substitution,
his attorney-in-fact,  to sign any amendments to this Registration Statement and
to file the same,  with  exhibits  thereto  and other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming  all that  his  substitute,  may do or  choose  to be done by  virtue
thereof.

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated.

SIGNATURE              TITLE                                 DATE
---------------------- ------------------------------------- -------------------
                       Chief Executive Officer, Chief
/s/ Ronald Blomkamp    Financial Officer, Secretary and      June 23, 2005
-------------------
Ronald Blomkamp        Treasurer, Director (principal
                       executive officer, principal
                       financial officer and principal
                       controller)
---------------------- ------------------------------------- -------------------

/s/ Scott Praill       Director                              June 23, 2005
----------------
Scott Praill
---------------------- ------------------------------------- -------------------

/s/ Robert Cann        Director                              June 23, 2005
---------------
Robert Cann