UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-Q





(Mark One)


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT OF 1934





For the Quarterly Period Ended October 31, 2012





OR





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


ACT OF 1934





For the transition period from _____________ to _____________





Commission file number 000-49996





GOLDFIELDS INTERNATIONAL INC.


(Exact name of registrant as specified in its charter)





3077 E. Warm Springs Road, Suite 300


Las Vegas, Nevada, USA  89120


(Address of principal executive offices) (Zip Code)





(800) 315-6551


(Registrant's telephone number, including area code)





(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [  ] No





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     [X] Yes [  ] No





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer  [  ]
Accelerated filer  [  ]Non-accelerated filer [  ] (Do not check if a smaller reporting company)
Smaller reporting company  [X]





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





Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 59,848,858 shares of common stock issued and outstanding as of December 3, 2012.











TABLE OF CONTENTS








PART I – FINANCIAL INFORMATION
1PART II – OTHER INFORMATION
1Item 1.
Legal Proceedings
1Item 1A.
Risk Factors
1Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
1Item 3.
Defaults Upon Senior Securities
1Item 4.
Mine Safety Disclosures
1Item 5.
Other Information
1Item 6.
Exhibits
2SIGNATURE
3














PART I





FINANCIAL INFORMATION





Pursuant to Regulation 13A Reports of Issuers of Securities Registered Pursuant to Section 12 (Reg. §240.13a-13 ( c )(2)(i)(ii)), the Company is not required to file Part I - Financial Information for the period ending October 31, 2012 for the following reasons:





a)   The registrant is not in the production state but is engaged primarily in the exploration for the development of mineral deposits other than oil,


gas or coal; and





b)  The registrant has not been in production during the current fiscal year or the two years immediately prior thereto; and





c)  The registrant has not received any receipts from the sale of mineral products or from the operations of mineral producing properties.





PART II





OTHER INFORMATION





Item 1. Legal Proceedings.





None





Item 1A. Risk Factors.





N/A





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.





On August 1, 2012, the Company closed a private placement of 24,500,000 shares at $.001 per share for a total offering price of $24,500 pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. The private placement was fully subscribed by non-U.S. persons.





Effective August 1, 2012, Goldfields International Inc. (the “Company”) executed a Property Option Agreement (the “Agreement”), with Horizon Exploration, Inc. (the “Optionor”) granting the Company the exclusive option to an undivided right, title and interest in the Plomosa Property located in the Plomosa Mountain Range, La Paz County, Arizona (the “Property”).  Simultaneous with the execution and delivery of the Agreement, the Company issued Thirty Five Million (35,000,000) Shares of its fully paid and non-assessable Restricted Common Stock and paid Fifteen Thousand Dollars ($15,000 USD).   Please see Item 5 for additional terms of the Agreement.





Item 3. Defaults Upon Senior Securities.





None





Item 4. Mine Safety Disclosures.





The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K require certain mine safety disclosures to be made by companies that operate mines regulated under the Federal Mine Safety and Health Act of 1977. However, the requirements of the Act and Item 104 of Regulation S-K do not apply as the Company does not engage in mining activities.  Therefore, the Company is not required to make such disclosures.





Item 5. Other Information.





Effective August 1, 2012, Goldfields International Inc. (the “Company”) executed a Property Option Agreement (the “Agreement”), with Horizon Exploration, Inc. (the “Optionor”) granting the Company the exclusive option to an undivided right, title and interest in the Plomosa Property located in the Plomosa Mountain Range, La Paz County, Arizona (the “Property”).  Simultaneous with the execution and delivery of the Agreement, the Company issued Thirty Five Million (35,000,000) Shares of its fully paid and non-assessable Restricted Common Stock and paid Fifteen Thousand Dollars ($15,000 USD).





1


The Property consists of an aggregate of 63 unpatented Federal mineral claims located in the Plomosa Mountain Range, La Paz County, Arizona.





In order to earn a 100% interest in the Property, the Company must pay the Optionor and incur expenditures relating to exploration and mining operations in accordance with the following schedule: (i) on or before August 1, 2013, $20,000 to Optionor and incur $100,000 in expenditures incidental to the exploration and mining operations; (ii) on or before August 1, 2014, $20,000 to Optionor and an additional $100,000 in expenditures; (iii) on or before August 1, 2015, $30,000 to Optionor and an additional $150,000 in expenditures; (iv) on or before August 1, 2016, $40,000 to Optionor and an additional $200,000 in expenditures; and (v) on or before August 1, 2017, $50,000 to Optionor and incur an additional $250,000 in expenditures. Since our payment obligations are non-refundable, if we do not make all required payments, we will lose all payments made and our rights to the properties. If all said payments are made, then we will acquire all mining interests in the property subject to a 3% net smelter royalty.  If the Company fails to make any payment when due, the Agreement gives the Company a 30-day grace period to pay the amount of the deficiency.





The Optionor retained a 3% royalty of the aggregate proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.





Both the Company and Optionor have the right to assign, sell, mortgage or pledge their rights in the Agreement or on the property.





The Agreement will terminate if the Company fails to comply with any of its obligations in the Agreement and fails to cure such alleged breach. If the Company gives notice that it denies a default has occurred, the matter shall be determined finally through such means of dispute resolution as such matter has been subjected to by either party. The Agreement provides that all disputes shall be resolved by a sole arbitrator under the rules of the Arbitration Act of Nevada. The Company also has the right to terminate the Agreement by giving notice to Optionor.





ITEM 6. EXHIBITS





Exhibit

No.

Description31.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.32.1

SSection 1350 Certification(1)





(1)           Pursuant to Regulation 13A Reports of Issuers of Securities Registered Pursuant to Section 12 (Reg. §240.13a-13 ( c )(2)(i)(ii)), the Company is not required to file Part I - Financial Information for the period ending October 31, 2012 and therefore is not required to file Exhibit 32.1 herewith.











2


SIGNATURES





Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange act of 1934, as amended, the Registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.





Date:   ____12/14/2012______________



GOLDFIELDS INTERNATIONAL INC.



By:  /s/ Richard Kehmeier

Richard Kehmeier

President, Chief Executive Officer