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 April
30, 2014



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)



8022 S. Rainbow Blvd., Suite 417Las Vegas, NV 89139

(Address of principal
executive offices)



(800) 315-6551

(Registrant's telephone number, including
area code)





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: 60,623,858 shares of common stock issued and outstanding as of April
30, 2014.














TABLE OF CONTENTS





|PART I – FINANCIAL INFORMATION | 1       
|------------------------------ | --------
|                               |         
|PART II – OTHER INFORMATION    | 1       
|                               |         
|                               | Item 1. 
|                               |         
|                               | Item 1A.
|                               |         
|                               | Item 2. 
|                               |         
|                               | Item 3. 
|                               |         
|                               | Item 4. 
|                               |         
|                               | Item 5. 
|                               |         
|                               | Item 6. 
|                               |         
|SIGNATURE                      | 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)), Goldfields International Inc. (the
"Company" or "Registrant") is not required to file Part I - Financial Information for the period
ending April 30, 2014 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.



None



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



None





1







ITEM 6. EXHIBITS





|Exhibit
        No. |  | Description                                                                                                                                                                                                                    
|------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |  |                                                                                                                                                                                                                                
|31.1                |  | 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                |  | Section 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 April 30, 2014 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: May 28, 2014
        
        GOLDFIELDS INTERNATIONAL INC.
        
        By: /s/ Jared Beebe
        Jared Beebe
        Interim President
| | ----------------------------------------------------------------------------------------------------------------------------------------------------















































3