U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended January 31, ~~2012~~2013

Commission file number: 0--49996

~~AMERICAN~~ GOLDFIELDS INTERNATIONAL INC.

(formerly, American Goldfields Inc.)

(Exact name of registrant as specified in its charter)

Nevada		71-0867612
(State of incorporation)		(I.R.S. Employer Identification No.)

~~3481~~3077 E. ~~Sunset~~Warm ~~Road,~~Springs ~~Suite 100~~Road

Suite 300

Las Vegas, NV 89120

(Address of principal executive offices)

1-800-315-6551

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock~~, $0.001 par value~~

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨☐ No x ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ ☐ No x ☒

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. Yes x ☒ No ¨☐

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~has ~~filers~~submitted ~~pursuant~~electronically toand ~~Item~~posted ~~405~~on ofits ~~Regulation~~corporate ~~S-K~~Web ~~(§229.405~~site, ofif ~~this~~any, ~~chapter)~~every isInteractive Data ~~not~~File ~~contained~~required ~~herein,~~to ~~and~~be ~~will~~submitted ~~not~~and beposted ~~contained,~~pursuant to ~~the~~Rule ~~best~~405 of ~~registrant’s~~Regulation ~~knowledge,~~S-T in(§232.405 ~~definitive~~of ~~proxy~~this orchapter) ~~information~~during ~~statements~~the preceding ~~incorporated~~12 bymonths ~~reference~~(or infor ~~Part~~such ~~III~~shorter ofperiod ~~this~~that ~~Form~~the ~~10-K~~registrant orwas ~~any~~required ~~amendment~~ to ~~this~~submit ~~Form~~and ~~10-K~~post ~~Yes~~such xfiles). Yes ☒ No ¨☐

Indicate by check mark ~~whether the registrant has submitted electronically and posted on its corporate Web site,~~ if ~~any,~~disclosure ~~every~~of ~~Interactive~~delinquent ~~Data~~filers ~~File required to be submitted and posted~~ pursuant to ~~Rule~~Item 405 of Regulation S-TK (§~~232~~229.405 of this chapter) ~~during~~is not contained herein, and will not be contained, to the ~~preceding~~best 12of ~~months~~registrant’s (knowledge, in definitive proxy or ~~for~~information ~~such~~statements incorporated ~~shorter~~by ~~period~~reference ~~that~~in ~~the~~Part ~~registrant~~III ~~was~~of ~~required~~this toForm ~~submit~~10-K ~~and~~or ~~post~~any ~~such~~amendment ~~files).~~to ~~Yes~~this xForm 10-K 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. (Check one):

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☒

The issuer’s revenues for its most recent fiscal year were $Nil

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as July 31, 2011 was approximately $1,707,755.

The number of shares of the issuer’s common stock issued and outstanding as of April 26, 2012 was 34,876,932 shares.

Documents Incorporated By Reference: None

~~TABLE~~The OFaggregate ~~CONTENTS~~market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as July 31, 2012 was approximately $133,462.

		Page
PART I
Item 1	Business	3
Item 1A	Risk Factors	9
Item 1B	Unresolved Staff Comments	11
Item 2	Properties	12
Item 3	Legal Proceedings	29
Item 4	Mine Safety Disclosure	29
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
Item 6	Selected Financial Data	32
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	33
Item 7A	Quantitative and Qualitative Disclosures About Market Risk.	35
Item 8	Financial Statements and Supplementary Data.	35
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	52
Item 9A	Controls and Procedures	52
Item 9B	Other Information	53
PART III
Item 10	Directors, Executive Officers and Corporate Governance	54
Item 11	Executive Compensation	56
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	58
Item 13	Certain Relationships and Related Transactions, and Director Independence	59
Item 14	Principal Accountant Fees and Services	59
PART IV
Item 15	Exhibits, Financial Statement Schedules	60
SIGNATURES

The number of shares of the issuer’s common stock issued and outstanding as of April 2, 2013 was 60,623,858 shares.

Documents Incorporated By Reference: None

~~PART~~TABLE OF ICONTENTS

FORWARD-LOOKING STATEMENTS

		Page
PART I
Item 1	Business	6
Item 1A	Risk Factors	7
Item 1B	Unresolved Staff Comments	9
Item 2	Properties	9
Item 3	Legal Proceedings	11
Item 4	Mine Safety Disclosures	11

PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6	Selected Financial Data	13
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	13
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	14
Item 8	Financial Statements and Supplementary Data	15
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	29
Item 9A	Controls and Procedures	29
Item 9B	Other Information	29

PART III
Item 10	Directors, Executive Officers and Corporate Governance	30
Item 11	Executive Compensation	31
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32
Item 13	Certain Relationships and Related Transactions, and Director Independence	32
Item 14	Principal Accountant Fees and Services	33

PART IV
Item 15	Exhibits, Financial Statement Schedules	34
		35
SIGNATURES

Certain of the information contained in this Form 10-K Annual Report constitutes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated by reference in this Form 10-K Annual Report, including, without limitation, current expectations and projections about future events and financial trends affecting our business are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” "should," “will,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “believe,” or “continue” or the negative thereof or variations thereon or similar terminology. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include those discussed in the section entitled "Risk Factors".

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, prospective investors should not place undue reliance on forward-looking statements. The forward-looking statements in this Form 10-K Annual Report speak only as to the date hereof. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, the factors discussed in this Annual Report on Form 10-K, in other filings with the SEC and in press releases and other public statements by our officers throughout the year, could cause actual results or outcomes to differ materially and/or adversely from those expressed in any forward-looking statements made by us or on our behalf, and therefore we cannot guarantee future results, levels of activity, performance or achievements and you should not place undue reliance on any such forward-looking statements. We

cannot give you any assurance that such forward-looking statements will prove to be accurate and such forward-looking events may not occur. In light of the significant uncertainties inherent in such forward-looking statements, you should not regard the inclusion of this information as a representation by us or any other person that the results or conditions described in those statements or our objectives and plans will be achieved.

All subsequent forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Unless required by US federal securities laws and the rules and regulations of the SEC, we do not undertake any obligation and disclaim any intention to update or release publicly any revisions to these forward-looking statements after the filing of this Annual Report on Form 10-K to reflect later events or circumstances or to reflect the occurrence of unanticipated events or any other reason.

~~ITEM~~Glossary ~~1. DESCRIPTION~~of OFMining ~~BUSINESS~~Terms

~~General~~Adit(s), Historic working driven horizontally, or nearly so into a hillside to explore for and exploit ore.

~~American Goldfields Inc~~Adularia. ~~(the~~A ~~“Company”~~potassium-rich oralteration ~~“we”),~~mineral ~~f/k/~~– a ~~Baymont~~form ~~Corporation, is a natural resource exploration stage company engaged in the acquisition and exploration~~ of ~~properties for deposits of gold or silver~~orthoclase. We were incorporated on December 21, 2001 under the laws of the State of Nevada. Since then, we have engaged primarily in the acquisition and exploration of mining interests in properties that may potentially have deposits of gold and silver. To date, we have not earned any revenues.

InAir ~~December~~track ~~2001, we caused the incorporation of our wholly owned subsidiary, Baymont Explorations Inc~~holes., ~~under~~Drill ~~the~~hole ~~laws~~constructed ofwith ~~British Columbia. Through this subsidiary we acquired~~ a ~~75%~~small portable ~~undivided~~drill ~~interest~~rig inusing aan ~~group~~air-driven ~~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~~hammer. ~~The interest was purchased from Lorne B. Warren of Smithers, British Columbia, the beneficial owner of the claims, for US$2,500. In April 2004 we terminated our interest in this property.~~

OnBLEG ~~various~~sampling. ~~dates~~Bulk inleach ~~2004 and 2005, we entered into separate agreements with MinQuest Inc~~sampling. ~~(“MinQuest”)~~A ~~granting~~large ~~us an option to purchase 100%~~ sample of ~~MinQuest’s~~soil ~~mining~~or ~~interests~~rock inthat ~~six~~is ~~different~~leached ~~properties~~using ~~located~~cyanide ~~in various parts of the State of Nevada, which we plan~~ to ~~explore~~determine ~~for the purpose of determining whether there are any commercially exploitable deposits of~~ gold orand silver. ~~None~~content ofdown the properties presently has any mineral deposits. The properties are undeveloped and do not contain any open-pit or underground mines. There is no mining plant or equipment located on the properties, and there is no power supply to ~~the~~a ~~properties.~~detection ~~Our~~limit ~~planned~~of ~~exploration~~as ~~program~~little isas ~~exploratory in nature and no~~1.0 ~~mineral~~parts ~~reserves~~per ~~may ever be found~~billion.

~~Since~~CSMT ~~May~~Survey. ~~2004,~~A ~~the~~Controlled ~~Company~~Source ~~has~~Magneto-telluric geophysical ~~focused~~method ~~its~~used ~~exploration~~to ~~activity~~map in the ~~State~~variation of ~~Nevada and~~ the ~~Company~~Earth’s ~~subsidiary,~~resistance ~~Baymont Explorations Inc. has been inactive. As a result, during the year ended January 31, 2007, Baymont Exploration Inc. was dissolved for failure~~ to ~~file~~conduct ~~Annual~~electricity ~~Reports~~by ~~with~~measuring ~~the~~naturally ~~Registrar~~occurring electric ~~of Companies in British Columbia. Baymont Explorations Inc. had no assets~~ and ~~its~~magnetic ~~sole~~fields ~~liability~~at ~~was~~the toEarth’s ~~its Parent Company~~surface.

OnControlled ~~May~~Source ~~30,~~Magneto-telluric ~~2008,~~Survey ~~the Company entered into an Assignment and Assumption Agreement~~ (~~the “Agreement”~~CSMT) ~~with Patriot Gold Corp~~., The arecording ~~Nevada~~of ~~corporation~~variations ~~(“Patriot”), to assign the exclusive option to an undivided right, title and interest~~ in ~~the~~a ~~Imperial~~generated ~~Property~~electrical tofield ~~Patriot.~~using ~~Pursuant~~sophisticated togeophysical ~~the~~survey ~~Agreement, Patriot assumed the rights, and agreed to perform all of the duties and obligations, of the Company arising under the Imperial Property Option Agreement~~methods.

OnCore ~~March~~holes. ~~10,~~A ~~2010,~~hole wein ~~caused~~ the ~~incorporation~~ground ofthat ~~our~~is ~~wholly~~left ~~owned subsidiary, Goldmin Exploration Inc., (“Goldmin”) under~~ after the ~~laws~~process ofwhere ~~Nevada. On~~a ~~March~~hollow ~~11,~~drill ~~2010~~bit ~~the Company entered into two Assignment Agreements,~~ with ~~Goldmin~~diamond tochip ~~assign~~teeth ~~the~~is ~~exclusive~~used ~~option~~ to andrill ~~undivided~~into ~~right,~~the ~~title~~ground. ~~and~~The ~~interest~~center inof the ~~Gilman~~hollow ~~property;~~drill ~~and~~fills with the ~~Crescent~~core ~~Fault,~~of ~~Bankop and Bullion Mountain, collectively named~~ the ~~Cortez~~rock ~~property~~that tois ~~Goldmin.~~being ~~Pursuant~~drilled ~~to the Assignment Agreements~~into, ~~Goldmin assumed the rights,~~ and ~~agreed~~when ~~to perform all of~~ the ~~duties~~drill ~~and~~is ~~obligations~~extracted, ofa ~~the~~hole ~~Company~~is ~~arising~~left ~~under~~in the ~~Gilman Property Option Agreement; and the Cortez Property Option Agreement~~ground.

Felsic Tertiary Volcanic Rocks. Quartz-rich rocks derived from volcanoes and deposited between two and sixty-five million years ago.

Geochemical sampling. Sample of soil, rock, silt, water or vegetation analyzed to detect the presence of valuable metals or other metals which may accompany them. For example, arsenic may indicate the presence of gold.

Geologic mapping. Producing a plan and sectional map of the rock types, structure and alteration of a property.

Geophysical survey. Electrical, magnetic, gravity and other means used to detect features, which may be associated with mineral deposits

Ground magnetic survey. Recording variations in the earth’s magnetic field and plotting same.

Ground radiometric survey. A survey of radioactive minerals on the land surface.

Leaching. Leaching is a cost effective process where ore is subjected to a chemical liquid that dissolves the mineral component from ore, and then the liquid is collected and the metals extracted from it.

Level(s), Main underground passage driven along a level course to afford access to stopes or workings and provide ventilation and a haulage way for removal of ore.

Magnetic lows. An occurrence that may be indicative of a destruction of magnetic minerals by later hydrothermal (hot water) fluids that have come up along faults. These hydrothermal fluids may in turn have carried and deposited precious metals such as gold and/or silver.

Patented or Unpatented Mining Claims. In this Annual Report, there are references to “patented” mining claims and “unpatented” mining claims. A patented mining claim is one for which the United States government has passed its title to the claimant, giving that person title to the land as well as the minerals and other resources above and below the surface. The patented claim is then treated like any other private land and is subject to local property taxes. An unpatented mining claim on United States government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If one purchases an unpatented mining claim that is later declared invalid by the United States government, one could be evicted.

Plug. A vertical pipe-like body of magma representing a volcanic vent similar to a dome.

Quartz Monzonite. A medium to coarse crystalline rock composed primarily of the minerals quartz, plagioclase and orthoclase.

Quartz Stockworks. A multi-directional system of quartz veinlets.

OnRC ~~December~~holes. ~~09,~~Short ~~2010,~~form ~~the~~for ~~Company~~Reverse ~~and~~Circulation ~~its’ subsidiary chose to terminate the Gilman Property Option Agreement and the Cortez Property Option Agreement by giving MinQuest written notice to terminate~~Drill holes. In ~~addition,~~These ~~the~~are ~~Company~~holes ~~and~~left ~~its’~~after ~~subsidiary acknowledged that~~ the ~~Hercules~~process ~~Property has been reverted back to MinQuest according to a final 30 day notice~~ of ~~default~~Reverse ~~served~~Circulation ~~by MinQuest due to a shortfall in option payments and exploration expenditures~~Drilling. ~~The Company and its’ subsidiary do not have any further rights, interests, or obligations in these properties.~~

~~We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, exploiting natural resource properties~~Resource. ~~The~~ ~~search~~An ~~for~~estimate ~~viable natural resources is extremely risky. A critical component~~ of ~~our operating plan impacting our continued existence is~~ the ~~ability~~total totons ~~obtain additional capital through equity~~ and~~/or~~ ~~debt financing. Since inception, we have financed our cash flow requirements through private placement issuances~~ grade of ~~common~~a ~~stock~~mineral ~~and~~deposit ~~debt~~defined ~~financing. No~~by ~~assurance~~surface ~~can be made that such financing will be available~~sampling, drilling and ifoccasionally ~~available~~underground itsampling ~~may take either the form~~ of ~~debt~~historic ordiggings ~~equity,~~when ~~and will likely have a negative impact on our financial condition~~available.

~~Corporate~~Reverse ~~History~~circulation drilling. A less expensive form of drilling than coring that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not give as much information about the underlying rocks.

~~From~~Rhyolite ~~the~~plug ~~date~~dome. ofA ~~its~~domal ~~incorporation~~feature ~~until~~formed ~~February 5, 2004, the Company was controlled~~ by ~~Mr. Alfredo De Lucrezia, who was its sole officer and director and had legal and beneficial ownership of 6,000,000 (pre-forward split) shares of~~ the Company’s common stock, or 66.8% of the issued and outstanding share capital of the Company. 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~~extrusion ~~Board on February 23, 2004, ten days after the mailing~~ of ~~the~~viscous ~~Information~~quartz-rich ~~Statement~~volcanic ~~regarding such changes~~rocks. ~~On such date, Mr. Lucrezia resigned as a director of the Company.~~

OnScintillometer ~~February 10, 2004, Mr~~survey. ~~Lucrezia~~A ~~sold~~survey ~~3,000,000 shares~~ of ~~Common~~radioactive ~~Stock~~minerals using ~~to each of Donald Neal and Gregory Crowe pursuant to~~ a ~~Purchase and Sale Agreement dated as of such date. The purchase price for each share of common stock was $0.035~~scintillometer, ~~amounting~~a ~~in the aggregate to $105~~hand-held,~~000~~ ~~for~~highly ~~each~~accurate ofmeasuring ~~Messrs~~device. ~~Crowe and Neal. Immediately subsequent to this sale Mr. Lucrezia no longer held any shares of capital stock or other equity in the Company.~~

OnScoping ~~February 10, 2004, Messrs~~Study. ~~Neal~~A ~~and~~detailed ~~Crowe~~study ~~entered into a Shareholders’ Agreement dated as~~ of ~~such date. The agreement provided that for so long as~~ the ~~person~~various 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.possible ~~Lucrezia,~~methods ~~then the other shareholder agreed~~ to ~~vote~~mine ~~his shares to either maintain the number of Board members as one or to nominate~~ a ~~second Board member~~deposit. The agreement also provided 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. Each of the shareholders also agreed that he would 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.

OnSilicic ~~February 23, 2004, the Company approved a 6:1 forward stock split~~dome. AsA aconvex ~~result~~landform ofcreated ~~the~~by ~~stock~~extruding quartz-rich ~~split,~~volcanic an additional 44,928,565 shares of common stock were issued. The par value of the common stock remained unchanged at $0.001 per common share but the authorized number of common stock increased to 600,000,000 from 100,000,000.rocks

Stope(s), An excavation from which ore has been removed from sub-vertical openings above or below levels.

Tertiary. That portion of geologic time that includes abundant volcanism in the western U.S.

Trenching. A cost effective way of examining the structure and nature of mineral ores beneath gravel cover. It involves digging long usually shallow trenches in carefully selected areas to expose unweathered rock and allow sampling.

Volcanic center. Origin of major volcanic activity

Volcanoclastic. Coarse, unsorted sedimentary rock formed from erosion of volcanic debris.

OnPART 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.I

OnFORWARD-LOOKING 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 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.STATEMENTS

OnThis ~~May~~Annual 26Report on Form 10-K contains forward-looking information. Forward-looking information includes statements relating to future actions, ~~2004~~prospective products, future ~~Mr.~~performance ~~Richard~~or ~~Kern~~results ~~joined~~of ~~the~~current ~~Board~~or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of ~~Directors~~contingencies, financial condition, results of ~~the~~operations, ~~Company.~~liquidity, ~~Mr.~~business ~~Kern~~strategies, iscost ~~also~~savings, ~~the~~objectives of ~~President~~management of ~~MinQuest~~Goldfields International Inc. ~~All~~(hereinafter ofreferred to as the “Company’s,” ~~current~~“Goldfields,” "American ~~mineral~~Goldfields" ~~properties~~or ~~have~~“we”) ~~been~~and ~~optioned~~other ~~from MinQuest~~matters. InForward-looking ~~addition,~~information ~~MinQuest~~may ~~has~~be ~~been~~included ~~engaged~~in this Annual Report on Form 10-K or may be incorporated by ~~the~~reference ~~Company~~from asother ~~its~~documents ~~principal~~filed ~~exploration~~with ~~contractor~~the ~~for~~Securities ~~all~~and ~~exploration~~Exchange ~~performed~~Commission (the on“SEC”) by the Company’s. ~~current~~One ~~properties.~~can Asfind amany ~~result~~of these statements by looking for words including, afor ~~significant~~example, ~~portion~~“believes,” “expects,” of“anticipates,” ~~the~~“estimates” ~~Company’s~~or ~~expenses~~similar ~~have~~expressions ~~been~~in ~~the~~this ~~result~~Annual ofReport ~~activities~~on ~~performed~~Form 10-K or ~~directly~~in documents incorporated by Mrreference in this Annual Report on Form 10-K. ~~Kern~~The Company undertakes no obligation to publicly update or byrevise ~~subcontractors~~any ~~managed~~forward-looking bystatements, ~~Mr.~~whether ~~Kern~~as a result of new information or ~~MinQuest~~future events.

OnThe ~~January~~Company ~~11,~~has ~~2006~~based the forward-looking statements relating to the Company'’s ~~Board~~operations ofon ~~Directors~~management’s ~~elected~~current ~~Dr.~~expectations, ~~David~~estimates ~~Gladwell~~and asprojections aabout the ~~member~~Company ofand the ~~Board~~industry in which it operates. These statements are not guarantees of ~~Directors~~future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, the Company’s actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.

OnITEM July 12, 2006, the Company granted stock options to Mr. Neal. Pursuant to such agreement, Mr. Neal was granted 200,000 options, with each option entitling him to purchase one share of common stock at a price of $1.00 ~~until~~DESCRIPTION ~~July~~OF ~~12, 2016.~~BUSINESS

OnDevelopment ~~July 12, 2006, the Company and Mr. Neal entered into an Agreement, pursuant to which the Company acquired 3,000,000 common shares~~ of ~~the Company’s stock owned by Mr. Neal for a purchase price of $0.01 per share. The payment of the $30,000 purchase price was made on April 30, 2007.~~Business

OnGoldfields ~~July~~International 14Inc. (the “Company” or “we”), ~~2006~~f/k/a ~~Mr.~~American ~~Crowe~~Goldfields ~~resigned~~Inc., asis a ~~Director~~natural ofresource ~~the~~exploration ~~Company. In~~stage ~~connection~~company ~~with~~engaged ~~his~~in ~~resignation,~~ the ~~Company~~ acquisition and ~~Mr.~~exploration ~~Crowe~~of ~~entered~~properties ~~into~~for adeposits ~~Redemption~~of ~~Agreement,~~gold ~~dated~~or ~~July~~silver. ~~14,~~We ~~2006,~~were ~~pursuant~~incorporated toon ~~which~~December ~~Mr.~~21, ~~Crowe~~2001 ~~agreed~~under tothe ~~sell~~laws of the 3State of Nevada. Since then,~~000,000~~ ~~common~~we ~~shares~~have ofengaged primarily in the ~~Company~~acquisition ~~owned~~and byexploration ~~Mr.~~of ~~Crowe~~mining tointerests ~~the~~in ~~Company~~properties atthat amay potentially ~~price~~have deposits of ~~$0.01~~gold ~~per~~and ~~share~~silver. ~~The~~ ~~Company~~To ~~paid~~date, ~~Mr.~~we ~~Crowe~~have ~~$30,000~~not ~~and~~earned ~~returned~~any ~~the~~revenues.

On ~~September~~various ~~15,~~dates ~~2006~~in 2004 and 2005, we ~~the~~entered ~~Company's~~into ~~Board~~separate ofagreements ~~Directors~~with ~~elected~~MinQuest MrInc. ~~Jared~~(“MinQuest”) ~~Beebe~~granting asus aan ~~member~~option to purchase 100% of MinQuest’s mining interests in six different properties located in various parts of the ~~Board~~State of ~~Directors~~Nevada, which we plan to explore for the purpose of determining whether there are any commercially exploitable deposits of gold or silver. None of the ~~Company~~properties presently has any known mineral deposits. The properties are undeveloped and do not contain any open-pit or underground mines. There is no mining plant or equipment located on the properties, and there is no power supply to the properties. Our planned exploration program is exploratory in nature and no mineral reserves may ever be found.

On ~~September~~March 1210, ~~2008~~2010, Mrwe caused the incorporation of our wholly owned subsidiary, Goldmin Exploration Inc., ~~Neal~~(“Goldmin”) ~~resigned~~under ~~from~~the ~~his~~laws ~~positions~~of asNevada. On ~~President~~March 11, ~~Chief~~2010 ~~Executive~~the ~~Officer~~Company entered into two Assignment Agreements, ~~Secretary~~with Goldmin to assign the exclusive option to an undivided right, title ~~Treasurer~~and interest in the Gilman property; and the Crescent Fault, Bankop and ~~Director~~Bullion Mountain, collectively named the Cortez property to Goldmin. Pursuant to the Assignment Agreements, Goldmin assumed the rights, and agreed to perform all of the duties and obligations, of the Company arising under the Gilman Property Option Agreement; and the Cortez Property Option Agreement.

On ~~September~~December 129, ~~2008~~2010, the ~~Board~~Company ofchose to ~~Directors~~terminate ofthe Gilman Property Option Agreement and the ~~Company~~Cortez ~~appointed~~Property ~~Mr.~~Option ~~Richard~~Agreement ~~Kern~~by asgiving ~~President,~~MinQuest ~~Chief~~written ~~Executive~~notice ~~Officer,~~to terminate. In ~~Secretary~~addition, the Company and ~~Treasurer~~its ofsubsidiary acknowledged that the Hercules Property has been reverted back to MinQuest according to a final 30 day notice of default served by MinQuest due to a shortfall in option payments and exploration expenditures. The Company and its subsidiary do not have any further rights, interests, or obligations in these properties.

On ~~August~~March 19, ~~2009~~2012, the Company's ~~Board~~and a majority of ~~Directors~~the ~~elected~~Company’s ~~Mr.~~stockholders ~~Richard~~authorized ~~Kehmeier~~a asname change and a ~~member~~1:100 reverse stock split of our common stock. On May 7, 2012, the ~~Board~~Company offiled ~~Directors~~an Amendment to the Articles of Incorporation reflecting a name change to Goldfields International Inc. and the ~~Company~~implementation to effect a one-for-one-hundred reverse stock split with all fractional shares being rounded up to the nearest whole share (the “Reverse Split”). The Reverse Split was declared effective by the Financial Industry Regulatory Authority (“FINRA”) on June 7, 2012. All share and per share amounts have been retrospectively restated to reflect the Reverse Split.

OnAs ~~February~~a 1,result ~~2010,~~of the ~~Company's~~reverse ~~Board~~stock split, the number of ~~Directors~~shares ~~elected~~of ~~Mr.~~our ~~Ronald~~common ~~Sheets~~stock asissued aand ~~member~~outstanding ofwas ~~the~~decreased ~~Board~~from of34,876,932 ~~Directors~~shares offrom ~~the~~347,770 ~~Company~~shares.

On November 30, 2010, Mr. Kern resigned from his positions as President, Chief Executive Officer, Secretary, Treasurer, and Director of the Company. Also on November 30, 2010, the Board of Directors of the Company appointed Mr. Kehmeier as President, Chief Executive Officer, Secretary, and Treasurer of the Company.Competition

OnThe ~~November~~mineral 30exploration industry, ~~2010~~in general, Dris intensively competitive and even if commercial quantities of ore are discovered, a ready market may not exist. ~~Gladwell~~Numerous factors ~~resigned~~beyond ~~from~~our ~~his~~control ~~position~~may asaffect ~~Director~~the marketability of any substances discovered. These factors include market fluctuations, the ~~Company~~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 in not receiving an adequate return on invested capital.

~~Competition~~Compliance with Government Regulation

~~The~~We ~~mineral~~are ~~exploration~~required ~~industry,~~to incomply ~~general~~with all regulations, rules isand ~~intensively~~directives ~~competitive~~of governmental authorities and ~~even~~agencies ifapplicable ~~commercial~~to ~~quantities~~the exploration of ~~ore~~minerals ~~are~~in ~~discovered,~~the aUnited ~~ready~~States. ~~market~~The federal ~~may~~government ~~not~~and ~~exist~~various ~~for~~state ~~sale~~and oflocal ~~same.~~governments ~~Numerous~~have ~~factors~~adopted ~~beyond~~laws ~~our~~and ~~control~~regulations ~~may~~regarding ~~affect~~ the ~~marketability~~protection of ~~any~~natural resources, ~~substances~~human ~~discovered~~health and the environment. ~~These~~We ~~factors~~will ~~include~~be ~~market~~required ~~fluctuations,~~to ~~the~~conduct ~~proximity~~all ~~and~~exploration ~~capacity~~activities ofin ~~natural~~accordance ~~resource~~with ~~markets~~all applicable laws and ~~processing~~regulations. ~~equipment,~~These ~~government~~may ~~regulations,~~include ~~including~~requiring ~~regulations~~working ~~relating~~permits tofor ~~prices,~~any ~~taxes,~~exploration ~~royalties,~~work ~~land~~that ~~tenure,~~results in physical disturbances to the land ~~use~~and locating claims, ~~importing~~posting claims and ~~exporting~~reporting ofwork ~~minerals~~performed ~~and~~on ~~environmental~~the ~~protection~~mineral claims. The ~~exact~~laws ~~effect~~and ofregulations ~~these~~may tell ~~factors~~us ~~cannot~~how beand ~~accurately~~where ~~predicted~~we can explore for natural resources, ~~but~~as ~~the~~well ~~combination~~as ofenvironmental matters relating to exploration and development. Because these ~~factors~~laws ~~may~~and ~~result~~regulations inchange ~~our~~frequently, ~~not~~the ~~receiving~~costs anof ~~adequate~~compliance ~~return~~with existing and future environmental regulations cannot onbe ~~invested~~predicted ~~capital~~with certainty.

~~Compliance~~Any exploration or production on United States Federal land will have to comply with ~~Government~~the ~~Regulation~~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 vary on a case by case basis. In many instances, the cost can be prohibitive to develop. Environmental costs associated with a particular project must be factored into the overall cost evaluation of whether to proceed with the project.

WeThere are ~~required~~no costs to ~~comply~~us ~~with~~at ~~all~~the ~~regulations,~~present time ~~rules~~in ~~and~~connection ~~directives~~with ofcompliance ~~governmental~~with ~~authorities~~environmental ~~and~~laws ~~agencies~~other ~~applicable~~than to the ~~exploration~~reclamation ofbonding ~~minerals~~requirements inof the ~~United~~Bureau ~~States~~of Land Management. ~~The~~However ~~federal~~since ~~government~~we ~~and~~do ~~various~~anticipate ~~state~~engaging ~~and~~in ~~local~~natural ~~governments~~resource ~~have~~exploration, ~~adopted~~these ~~laws~~costs ~~and~~could ~~regulations~~occur ~~regarding~~at ~~the~~any ~~protection~~time. ofCosts could ~~natural~~extend ~~resources,~~into ~~human health and~~ the ~~environment.~~millions Weof ~~will~~dollars befor ~~required~~which towe ~~conduct~~could ~~all~~be ~~exploration~~liable. ~~activities~~In inthe ~~accordance~~event ~~with~~of ~~all~~liability, ~~applicable~~we ~~laws~~would ~~and~~be ~~regulations.~~entitled ~~These~~to ~~may~~contribution from ~~include~~other ~~requiring~~owners ~~working~~so ~~permits~~that ~~for~~our ~~any~~percentage ~~exploration~~share ~~work~~of ~~that~~a ~~results~~particular inproject ~~physical~~would ~~disturbances~~be to the ~~land~~percentage ~~and~~share ~~locating~~of ~~claims,~~our ~~posting~~liability ~~claims and reporting work performed~~ on ~~the~~that ~~mineral claims~~project. However, ~~The~~other ~~laws~~owners ~~and~~may ~~regulations~~not ~~may~~be ~~tell~~willing usor ~~how~~able ~~and~~to ~~where we~~share ~~can~~in ~~explore~~the ~~for~~cost ~~natural~~of ~~resources,~~the asliability. ~~well~~Even asif ~~environmental~~liability ~~matters~~is ~~relating~~limited to ~~exploration~~our ~~and~~percentage share, ~~development. Because~~a ~~these~~significant ~~laws~~liability ~~and~~could ~~regulations~~severely ~~change~~impact ~~frequently,~~our ~~the~~assets ~~costs of compliance with existing~~ and ~~future environmental regulations cannot be predicted with certainty~~resources.

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 vary 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.Employees

~~There~~We ~~are~~have no ~~costs~~employees toas ~~us at the present time in connection with compliance with environmental laws other than the reclamation bonding requirements~~ of the ~~Bureau~~ date of ~~Land~~this ~~Management~~report. ~~However,~~Our ~~since~~Officers weand doDirectors ~~anticipate~~provide ~~engaging~~planning inand ~~natural~~organizational ~~resource~~services ~~projects, these costs could occur at any time. Costs could extend into the millions of dollars~~ for ~~which~~us weon ~~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~~part-time ~~project~~consulting ~~would be the percentage share of our liability on that project~~basis. Any ~~However,~~ other ~~owners~~services ~~may~~required ~~not~~will be ~~willing~~conducted orlargely ~~able~~through toconsultants ~~share~~and inthird ~~the cost of the liability~~parties. ~~Even if liability is limited to our percentage share, any significant liability would wipe out our assets and resources.~~

7Research and Development Expenditures

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

WePatents ~~have no employees as of the date of this report. Our sole Officer~~ and ~~three Directors provide planning and organizational services for us on a part-time consulting basis.~~Trademarks

~~Any~~We ~~other~~do ~~services~~not ~~required~~own ~~will~~any bepatents ~~conducted~~or ~~largely through consultants and other third parties~~trademarks.

~~Research~~ITEM ~~and~~1A. ~~Development~~RISK ~~Expenditures~~FACTORS

WeFactors ~~have~~that ~~not~~May ~~incurred~~Affect ~~any research or development expenditures since our incorporation.~~Future Results

~~Subsidiaries~~1. We will require additional funds to achieve our current business strategy and our inability to obtain funding will cause our business to fail.

WeBased ~~previously~~upon ~~incorporated~~current aplans, ~~wholly-owned~~we ~~British~~expect to ~~Columbia~~incur ~~subsidiary,~~operating ~~Baymont~~losses ~~Explorations~~in ~~Inc~~future periods. ~~Since~~ ~~May~~This ~~2004,~~will ~~the~~happen ~~Company~~because ~~has~~there ~~focused~~are ~~its~~expenses associated with the acquisition and exploration of ~~activity~~natural resource properties. We will need to raise additional funds through public or private debt or equity sales in ~~the~~order to ~~State~~fund ofour ~~Nevada~~operations and ~~the~~fulfill ~~Company’s~~our ~~subsidiary,~~contractual ~~Baymont~~obligations. ~~Explorations~~These ~~Inc~~financings may not be available when needed. ~~has~~Even ~~been~~if ~~inactive~~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. AsOur inability to obtain financing would have an adverse effect on our ability to implement our current exploration and as a result, ~~during~~could ~~the~~require ~~year~~us ~~ended~~to ~~January~~diminish ~~31,~~or ~~2007,~~suspend our ~~Baymont~~operations ~~Exploration~~and ~~Inc~~possibly cease our existence. ~~was~~Obtaining ~~dissolved~~additional ~~for~~financing ~~failure~~would be subject to ~~file~~a ~~Annual~~number ~~Reports~~of ~~with~~factors, including the ~~Registrar~~market ofprices ~~Companies~~for inthe ~~British~~mineral ~~Columbia. Baymont~~property ~~Explorations~~and ~~Inc~~silver and copper. ~~had~~These nofactors ~~assets~~may ~~and~~make ~~its~~the ~~sole~~timing, ~~liability~~amount, ~~was~~terms toor ~~its~~conditions of ~~Parent~~additional ~~Company~~financing unavailable to us.

On March 10, 2010, we caused the incorporation of our wholly owned subsidiary, Goldmin Exploration Inc., (“Goldmin”) under the laws of Nevada. On March 11, 2010 the Company entered into two Assignment Agreements to assign the exclusive option to an undivided right, title and interest in the Gilman property; and the Crescent Fault, Bankop and Bullion Mountain, collectively named the Cortez property to Goldmin. Pursuant to the Assignment Agreements, Goldmin assumed the rights, and agreed to perform all of the duties and obligations, of the Company arising under the Gilman Property Option Agreement; and the Cortez Property Option Agreement. On December 09, 2010, the Company and its’ subsidiary chose to terminate the Gilman Property Option Agreement and the Cortez Property Option Agreement by giving MinQuest written notice to terminate. In addition, the Company and its’ subsidiary acknowledged that the Hercules Property has been reverted back to MinQuest according to a final 30 day notice of default served by MinQuest due to a shortfall in option payments and exploration expenditures. The Company and its’ subsidiary do not have any further rights, interests, or obligations in these properties. Goldmin Exploration Inc. has no assets or liabilities.7

~~Patents~~2. If we do not complete the required option payments and ~~Trademarks~~capital expenditure requirements mandated in any prospective agreements, we will lose our interest in that respective property and our business may fail.

WeIf we do not ~~own~~make ~~any~~all ~~patents~~of the property payments or ~~trademarks~~incur the required expenditures in accordance with any prospective property option agreements, we will lose our option to purchase the respective property for which we have not made the payments and may not be able to continue to execute our business objectives if we are unable to find an alternate exploration interest. Our payment obligations are non-refundable and if we do not make required payments, we will lose all amounts previously paid and all our rights to the prospective property.

83. Because our Directors serve as Directors and Officers of other companies engaged in mineral exploration, a potential conflict of interest could negatively impact our ability to acquire properties to explore and to run our business.

~~ITEM~~Our 1ADirectors and Officers may work for other mining and mineral exploration companies. ~~RISK~~ Due ~~FACTORS~~to time demands placed on our Directors and Officers, and due to the competitive nature of the exploration business, the potential exists for conflicts of interest to occur from time to time that could adversely affect our ability to conduct our business. The Directors' and Officers’ full-time employment with other entities limits the amount of time they can dedicate to us as a Director or Officer. Also, our Directors and Officers may have a conflict of interest in helping us identify and obtain the rights to mineral properties because they may also be considering the same properties. To mitigate these risks, we contract several geologists in order to ensure that we are not overly reliant on any one of our Directors and Officers to provide us with geological services. However, we cannot be certain that a conflict of interest will not arise in the future. To date, there have not been any conflicts of interest between the Directors or Officers and the Company.

~~Factors~~4. Because of the speculative nature of exploration and development, there is a substantial risk that ~~May~~our ~~Affect~~business ~~Future~~will ~~Results~~fail.

1The search for valuable natural resources as a business is extremely risky. We ~~will~~can ~~require~~provide ~~additional~~investors ~~funds~~with tono ~~achieve~~assurance ~~our~~that ~~current~~the ~~business~~properties ~~strategy~~we option contain 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 ~~our~~other ~~inability~~conditions toare ~~obtain~~involved ~~funding~~in ~~will~~mineral ~~cause~~exploration ~~our~~and ~~business~~often result in unsuccessful exploration efforts. In such a case, we would be unable to ~~fail~~complete our business plan.

~~Based~~5. ~~upon~~Because ~~current plans,~~ we ~~expect~~have to incur operating losses in future periods. This will happen because there are expenses associated with the acquisition and exploration of natural resource properties. 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 becommenced business ~~available when needed. Even if these financings are available~~operations, ~~it may be on terms that~~ we ~~deem~~face ~~unacceptable~~a orhigh ~~are~~risk ~~materially adverse to your interests with respect to dilution~~ of ~~book~~business ~~value,~~failure ~~dividend~~due ~~preferences, liquidation preferences, or other terms. Our inability~~ to ~~obtain financing would have an adverse effect on~~ our ~~ability~~inability to ~~implement~~predict 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~~success ~~prices for the mineral property and silver and copper. These factors may make the timing, amount, terms or conditions~~ of ~~additional~~our ~~financing unavailable to us~~business.

2.We Ifare wein dothe ~~not~~initial ~~complete~~stages ~~the~~of ~~required~~acquisition and ~~option~~exploration ~~payments~~of mineral claims, and ~~capital~~thus ~~expenditure~~have ~~requirements~~no ~~mandated~~way into ~~any~~evaluate ~~prospective~~the ~~agreements,~~likelihood that we will ~~lose~~be ~~our~~able ~~interest~~to inoperate ~~that~~the ~~respective~~business successfully. ~~property~~To date, we have been primarily involved in the acquisition and ~~our~~exploration ~~business~~of ~~may~~the ~~fail~~mineral claims. We have not earned any revenues as of the date of this report.

If6. weBecause ~~do not make all~~ of the ~~property~~unique ~~payments~~difficulties and oruncertainties ~~incur~~inherent ~~the required expenditures~~ in ~~accordance~~mineral ~~with~~exploration ~~any~~and ~~prospective property option agreements we will lose our option to purchase~~ the ~~respective~~mining ~~property for which we have not made the payments and may not be able to continue to execute our~~ business ~~objectives if we are unable to find an alternate exploration interest. Since our payment obligations are non-refundable~~, if we doface ~~not~~a ~~make~~high ~~any~~risk ~~payments,~~of webusiness ~~will lose any payments previously made and all our rights to the properties~~failure.

3.Potential ~~Because~~investors ~~our~~should ~~Directors~~be ~~serve~~aware of asthe ~~Officers~~difficulties normally encountered by early-stage mineral exploration companies and ~~Directors~~the high rate of ~~other~~failure ~~companies~~of ~~engaged~~such enterprises. The likelihood of success must be considered in ~~mineral~~light ~~exploration~~of the problems, aexpenses, ~~potential~~difficulties, ~~conflict~~complications and delays encountered in connection with the exploration of ~~interest~~the ~~could~~mineral ~~negatively~~properties ~~impact~~that ~~our~~we ~~ability~~plan to ~~acquire~~undertake. ~~properties~~These potential problems include, but are not limited to, ~~explore~~unanticipated ~~and~~problems relating to ~~run~~exploration ~~our~~and ~~business~~additional costs and expenses that may exceed current estimates.

~~All of our Directors and Officer work for other mining and mineral exploration companies~~7. ~~Due~~ toBecause ~~time~~we ~~demands~~anticipate ~~placed on~~ our Directors and Officer, and due to the competitive nature of the exploration business, the potential exists for conflicts of interest to occur from time to time that could adversely affect our ability to conduct our business. The Officer and Directors’ full-time employment with other entities limits the amount of time they can dedicate to us as a director or officer. Also, our Directors and Officer may have a conflict of interest in helping us identify and obtain the rights to mineral properties because they may also be considering the same properties. To mitigate these risks,operating weexpenses ~~contract~~will ~~several~~increase ~~geologists~~prior ~~in order~~ to ~~ensure that we are not overly reliant on any one of~~ our ~~Directors~~earning ~~to provide us with geological services. However~~revenues, we ~~cannot~~may benever ~~certain~~achieve ~~that a conflict of interest will not arise in the future~~profitability. ~~To date, there have not been any conflicts of interest between any of our Directors or Officer and the Company.~~

9Prior 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.

48. Because of the speculative nature of exploration ~~and~~of ~~development~~mineral properties, there is a substantial risk that ~~our~~no mineral deposits will be found and this business will fail.

The search for valuable ~~natural~~minerals ~~resources~~ as a business is extremely risky. ~~We can provide investors with no assurance that the properties we option contain commercially exploitable reserves.~~ Exploration for ~~natural~~minerals ~~reserves~~ is a speculative venture involving substantial risk. ~~Few~~The ~~properties~~expenditures ~~that~~to be ~~are~~made ~~explored~~by ~~are~~us ~~ultimately~~in ~~developed~~the ~~into~~exploration ~~producing~~of ~~commercially~~the ~~feasible~~mineral ~~reserves~~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.

~~5. 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~~8

We9. ~~are~~Because in the ~~initial~~search ~~stages~~for ofviable natural ~~acquisition~~resources ~~and~~is ~~exploration~~extremely ofrisky ~~mineral claims, and thus have~~ no ~~way~~assurance tocan ~~evaluate~~be ~~the~~made ~~likelihood~~ that we will beobtain ~~able~~financing towhich ~~operate~~will ~~the~~likely ~~business~~have ~~successfully.~~a Wenegative ~~were incorporated~~ impact on ~~December~~our ~~21,~~financial ~~2001 and to date have been involved primarily in organizational activities, and the acquisition and exploration of the mineral claims~~condition. ~~We have not earned any revenues as of the date of this report.~~

6We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, exploiting natural resource properties. The search ~~Because~~for viable natural resources is extremely risky. A critical component of our operating plan impacting our continued existence is the ~~unique~~ability ~~difficulties~~to obtain additional capital through equity and/or ~~uncertainties~~debt ~~inherent~~financing. inSince ~~mineral~~inception, ~~exploration~~we have financed our cash flow requirements through private placement issuances of common stock and debt financing. No assurance can be made that such financing will be available, and if available it may take either the ~~mining~~form ~~business~~of debt or equity, weand ~~face~~will likely have a ~~high~~negative impact ~~risk~~on ofour ~~business~~financial ~~failure~~condition.

~~Potential~~10. ~~investors~~Because ~~should be aware~~ of the ~~difficulties~~inherent ~~normally~~dangers involved ~~encountered~~in ~~by early-stage~~ 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,~~there ~~difficulties,~~is ~~complications~~a ~~and~~risk ~~delays encountered in connection with the exploration of the mineral properties~~ that we ~~plan~~may toincur ~~undertake.~~liability ~~These~~or ~~potential~~damages ~~problems~~as ~~include,~~we ~~but~~conduct ~~are~~our ~~not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates~~business.

7.The ~~Because~~search wefor ~~anticipate~~valuable ~~our~~minerals ~~operating~~involves numerous ~~expenses~~hazards. ~~will~~As ~~increase~~a ~~prior~~result, we may become subject to ~~our~~liability ~~earning~~for ~~revenues~~such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may ~~never~~elect ~~achieve~~not ~~profitability~~to insure. The payment of such liabilities may have a material adverse effect on our financial position.

~~Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues~~11. WeBecause ~~therefore~~access ~~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, wemay ~~will not~~ be ~~able~~restricted toby ~~earn~~inclement ~~profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful~~weather, ~~and~~ we ~~can~~may ~~provide~~be ~~investors~~delayed ~~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~~exploration.

8.Access ~~Because~~to our mineral properties may be restricted through some of the ~~speculative~~year ~~nature~~due ofto ~~exploration~~weather ofin ~~mineral~~the ~~properties~~area. As a result, ~~there~~any attempt to test or explore the property is largely ~~substantial~~limited ~~risk~~to ~~that~~the notimes ~~mineral~~when ~~deposits~~weather ~~will~~permits besuch ~~found~~activities. ~~and~~These ~~this~~limitations ~~business~~can ~~will~~result ~~fail~~in significant delays in exploration efforts. Such delays can have a significant negative effect on our results of operations.

~~The search for valuable minerals as a business is extremely risky~~12. ~~Exploration~~Because ~~for~~our ~~minerals~~President ishas aonly agreed ~~speculative venture necessarily involving substantial risk. The expenditures~~ to beprovide ~~made~~his byservices uson ina ~~the~~part-time ~~exploration~~basis, ofhe ~~the mineral claims~~ may not ~~result~~be inable ~~the discovery of mineral deposits. Problems such as unusual~~ or ~~unexpected~~willing ~~formations~~to ~~and~~devote ~~other~~a ~~conditions~~sufficient ~~are~~amount ~~involved~~of intime ~~mineral~~to ~~exploration~~our business ~~and often result in unsuccessful exploration efforts. In such a case~~operations, wecausing ~~would be unable to complete~~ our business ~~plan~~to fail.

10Mr. Kehmeier, our sole Officer, provides his management services to a number of companies. Because we are in the early stages of our business, Mr. Kehmeier will not be spending all of his time working for the Company. Mr. Kehmeier expects to expend approximately one day per week on our business. Later, if the demands of our business require the full business time of Mr. Kehmeier, he is prepared to adjust his timetable to devote more time to our business. However, it still may not be possible for Mr. Kehmeier to devote sufficient time to the management of our business, as and when needed, especially if the demands of Mr. Kehmeier’s other interests increase. Competing demands on Mr. Kehmeier’s time may lead to a divergence between his interests and the interests of other shareholders.

9.Risks ~~Because~~Related ofTo ~~the~~Legal ~~inherent~~Uncertainty ~~dangers~~and ~~involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business~~Regulations

~~The search for valuable minerals involves numerous hazards~~13. As ~~a result,~~ we ~~may~~undertake ~~become~~exploration ~~subject~~of our tomineral ~~liability for such hazards~~claims, ~~including pollution, cave-ins and other hazards against which~~ we ~~cannot~~will ~~insure~~be orsubject ~~against which we may elect not~~ to ~~insure.~~compliance ~~The~~with ~~payment~~government ofregulation ~~such~~that ~~liabilities~~ may ~~have~~increase athe ~~material~~anticipated ~~adverse~~cost ~~effect~~of on our ~~financial position.~~exploration program

~~10.~~There ~~Because~~are ~~access~~several togovernmental ~~our~~regulations that materially restrict mineral ~~claims~~exploration. ~~may~~We will be ~~restricted~~subject byto ~~inclement~~the ~~weather~~federal, state and local laws as we carry out our exploration program. We may be ~~delayed~~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.

~~Access~~ITEM ~~to our mineral properties may be restricted through some of the year due to weather in the area~~1B. AsUNRESOLVED aSTAFF 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.COMMENTS

~~11.~~There ~~Because~~are ~~our~~no ~~President~~unresolved ~~has~~staff ~~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~~comments.

~~Mr.~~ITEM ~~Kehmeier, our sole Officer, provides his management services to a number of companies~~2. ~~Because~~DESCRIPTION weOF are in the early stages of our business, Mr. Kehmeier will not be spending all of his time working for the Company. Mr. Kehmeier expects to expend approximately one day per week on our business. Later, if the demands of our business require the full business time of Mr. Kehmeier, he is prepared to adjust his timetable to devote more time to our business. However, it still may not be possible for Mr. Kehmeier to devote sufficient time to the management of our business, as and when needed, especially if the demands of Mr. Kehmeier’s other interests increase. Competing demands on Mr. Kehmeier’s time may lead to a divergence between his interests and the interests of other shareholders.PROPERTIES

~~Risks~~We ~~Related~~currently Tomaintain ~~Legal~~our ~~Uncertainty~~corporate office ~~and~~at ~~Regulations~~3077 E. Warm Springs Road Suite 300 Las Vegas, NV 89120. This rental is on a month-to-month basis.

~~12.~~PLOMOSA AsMOUNTAIN ~~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~~PROPERTY

~~There~~Effective ~~are~~August ~~several~~1, ~~governmental~~2012, ~~regulations~~Goldfields International ~~that~~Inc. ~~materially~~(the ~~restrict~~“Company”) ~~mineral~~executed ~~exploration.~~a WeProperty ~~will~~Option beAgreement ~~subject to~~ (the ~~federal~~“Agreement”), ~~state~~with ~~and~~Horizon Exploration, ~~local~~a ~~laws~~third ofparty (the ~~United~~“Optionor”) ~~States~~granting ~~and~~the ~~Nevada~~Company asthe weexclusive ~~carry~~option ~~out our exploration program. We may be required~~ to ~~obtain~~an ~~work~~undivided ~~permits~~right, ~~post bonds~~ title and ~~perform~~interest ~~remediation~~in ~~work~~the ~~for~~Plomosa ~~any~~Mountain ~~physical~~Property ~~disturbance~~( to the ~~land~~“ Property”), located in ~~order~~the toPlomosa ~~comply~~Mountain ~~with~~Range, ~~these~~La ~~laws~~Paz County, Arizona. ~~While~~Simultaneous ~~our~~with ~~planned~~the ~~exploration~~execution ~~program~~and ~~budgets~~delivery ~~for~~of ~~regulatory~~the ~~compliance~~Agreement, ~~there~~the isCompany aissued ~~risk~~Thirty ~~that~~Five ~~new~~Million ~~regulations~~(35,000,000) ~~could~~Shares of ~~increase~~its ~~our~~fully ~~costs~~paid ofand ~~doing~~non-assessable ~~business~~Restricted Common Stock and ~~prevent~~paid usFifteen ~~from~~Thousand ~~carrying~~Dollars ~~out~~($15,000 ~~exploration~~USD) ~~program~~to the Optionor.

~~ITEM 1B. UNRESOLVED STAFF COMMENTS~~9

~~There~~The ~~are~~Property noconsists ~~unresolved~~of ~~staff~~an ~~comments~~aggregate of 31 unpatented Federal mineral claims located in the Plomosa Mountain Range, La Paz County, Arizona.

11In 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.

~~ITEM~~The ~~2. DESCRIPTION~~Optionor OFretains ~~PROPERTIES~~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.

WeBoth ~~currently~~the ~~maintain~~Company ~~our~~and ~~corporate~~Optionor ~~office~~have atthe right ~~3481~~to ~~E Sunset Road~~assign, ~~Suite 100 Las Vegas~~sell, ~~Nevada~~mortgage ator apledge ~~cost~~their ofrights ~~approximately~~in ~~$100~~the ~~per~~Agreement ~~month.~~or ~~This rental is~~ on athe ~~month-to-month basis~~property.

~~GILMAN~~The ~~PROPERTY~~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 Arizona. The Company also has the right to terminate the Agreement by giving notice to Optionor.

OnDescription ~~May~~and 7,Location 2004, the Company completed the formal agreement with MinQuest for an option to acquire a 100% interest in a property known as the Gilman Property. The agreement requires minimum annual property option payments with a total of $85,000 required to be paid by May 15, 2009. The agreement also requires minimum annual exploration expenditures with a grand total of $450,000 in expenditures required to be incurred on the property by May 15, 2009. The agreement is subject to a 3% royalty payable to MinQuest with the Company being able to repurchase up to two-thirds of the royalty for $1,000,000 for each 1% repurchased. The Company is not required to use MinQuest for exploration undertaken on the ~~Gilman Property. However, at its discretion,~~ the ~~Company~~Plomosa ~~has~~Mountain ~~engaged MinQuest as the principal contractor for exploration performed to date.~~Property

OnThe ~~March~~682 ~~22,~~acre ~~2005,~~Plomosa ~~the~~Mountain Property ~~Company executed an amendment to~~ (the ~~Gilman~~ “Property”) ~~Option~~consists ~~Agreement.~~of As31 aunpatented ~~result~~mining ofclaims ~~the~~in ~~amendment,~~ the ~~Company’s~~Plomosa ~~obligation~~Mountain torange ~~incur $50,000~~ in ~~exploration expenditures on~~ the ~~Gilman~~northwest ~~Property by May 2005 was moved to May 2009. On May 29, 2006 by way~~ area of ~~a letter agreement~~ the ~~Company~~State ~~and~~of ~~MinQuest~~Arizona, ~~agreed~~located toin ~~adjust~~ the ~~exploration~~fairway ~~expenditure~~tract ~~commitments~~of ~~such that~~ the ~~amount~~world ~~due~~famous toWalker beLane ~~spent~~Gold ~~by May 15, 2006 was moved to May 15, 2007~~Trend. On ~~April 21, 2009 MinQuest granted the Company a one year extension on its Gilman property obligations.~~ The ~~result~~Walker isLane ~~that~~has ~~the~~historically produced ~~final~~over ~~property~~50 ~~option~~million ~~payment~~ounces of ~~$15,000~~gold and ~~the~~400 ~~property~~million ~~expenditure~~ounces ~~requirement~~ of ~~$175,000 due May 15, 2009 are now due May 15, 2010~~silver. ~~All other terms and commitments of the original agreement remain unchanged.~~

AsThe ofProperty ~~March~~is ~~11,~~easily ~~2010,~~accessed via ~~the~~Plomosa ~~Company~~road ~~had~~which ~~made~~is ~~the~~paved ~~initial~~with ~~option~~gravel ~~payment~~inroads. ofThe ~~$10,000~~Property ~~due~~claims onare ~~signing~~located asin ~~well~~sections as29, ~~the~~30, ~~$15~~31,~~000~~ ~~option~~32 ~~payments~~of ~~due~~6N, inR17W ~~May 2008~~G&SR B&M, ~~2007,~~in ~~2006~~La ~~and~~Paz ~~2005~~County, Arizona. In ~~addition~~This ~~the~~property ~~Company~~lies ~~has~~in ~~incurred~~the ~~approximately~~historic ~~$154~~Plomosa District,~~000~~ in11 ~~exploration~~miles ~~expenditures~~northeast onof the ~~property~~town of Quartzite, Arizona ~~but~~and ~~had~~approximately a150 ~~shortfall~~miles southeast of ~~approximately~~Las ~~$121~~Vegas,~~000~~ toNevada. ~~meet~~This ~~its~~region's ~~exploration~~Lode ~~commitment. As~~and aPlacer ~~result~~gold ofhas ~~the~~been ~~extension~~heavily ~~granted~~sought after bysince ~~MinQuest~~the 18th century, ~~this~~and ~~amount~~based ~~was~~on ~~due~~historical torecords beand ~~incurred~~data byfrom ~~May~~former 15claim holders, ~~2010~~the Company believes this property has the potential to host precious minerals.

OnThe ~~March 11, 2010, the~~ Company ~~entered~~plans ~~into an Assignment Agreement (the “Assignment Agreement”) with its wholly owned subsidiary, Goldmin Exploration Inc., a Nevada corporation (“Goldmin”),~~ to ~~assign~~utilize all ~~the~~historical ~~exclusive~~work ~~option~~performed to andate ~~undivided right, title and interest~~ in the ~~Gilman~~region ~~Property to Goldmin. Pursuant to the Agreement, Goldmin assumed the rights,~~ and ~~agreed~~ to ~~perform~~conduct ~~all~~rock ofsampling ~~the duties~~ and ~~obligations~~assaying, offor the ~~Company~~purpose arising under the Gilman Property Option Agreement. Included in the assignment were, without limitation, all sums incurred by American Goldfields in connection with the Gilman property, specifically; the $154,000 of ~~exploration~~developing ~~expenditures incurred~~a bydetailed ~~American Goldfields prior to the Assignment Agreement. Goldmin has not made the indicated option payments and incur the~~ exploration ~~expenditures, when demanded and therefore is in jeopardy of losing its interest in the property~~program.

OnThe ~~December~~Plomosa ~~09,~~Mountain ~~2010, the Company and its’ subsidiary chose to terminate the Gilman~~ Property location ~~Option Agreement by giving MinQuest written notice to terminate. The Company and its’ subsidiary do not maintain any further rights, interests, or obligations~~ in ~~the~~Northwest ~~property~~Arizona.

1210

~~Description~~ITEM ~~and~~3. ~~Location~~LEGAL ~~of the Gilman Property~~PROCEEDINGS

~~The~~There ~~Gilman~~are ~~Property~~no ispending ~~located~~legal inproceedings to ~~Lander~~which ~~County,~~the ~~Nevada~~Company ~~approximately~~is 28a ~~kilometers~~party ~~south~~or ofin ~~the~~which ~~town~~any ~~of Austin~~Director, ~~282~~Officer ~~kilometers~~or ~~east~~affiliate of ~~Reno.~~the ~~The~~Company, ~~property~~any ~~currently~~owner ~~consists~~ of 61record ~~contiguous,~~or ~~unpatented~~beneficially of ~~mineral~~more ~~claims~~than ~~over~~5% ~~the~~of ~~eastern~~any ~~flank~~class of ~~the~~voting ~~Toiyabe~~securities ~~Range~~of on the ~~North~~Company, ~~Toiyabe~~or ~~Peak~~security ~~and~~holder ~~Kingston~~is USa ~~Geological~~party ~~Survey~~adverse 7to ½’the ~~quadrangle~~Company ~~mapsheets.~~or ~~The~~has ~~property~~a material isinterest ~~accessed~~adverse ~~from~~to ~~Austin~~the ~~by following State Highway 376 for 16 kilometers~~Company. The ACompany’s ~~gravel~~property ~~road~~is ~~leads~~not ~~west 3.5 kilometers to~~ the ~~main~~subject ~~area~~ of ~~interest~~any onpending ~~the~~legal ~~property~~proceedings.

~~Land~~ITEM claims in the district are administered under Department of Interior, Bureau of Land Management (“BLM”) and Department of Agriculture, Forest Service (“USFS”) under the Federal Land Policy and Management Act of 19764. ~~The~~MINE ~~Gilman~~SAFETY 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.DISCLOSURE

~~Three~~The ofDodd-Frank ~~the~~Wall ~~claims~~Street onReform ~~the~~and Consumer ~~Gilman~~Protection ~~Property~~Act ~~are~~(the ~~registered~~“Act”) inand ~~the~~Item ~~name~~104 of ~~Mr.~~Regulation ~~Herb~~S-K ~~Duerr.~~require ~~Under~~certain amine ~~Letter~~safety ~~Agreement~~disclosures ~~dated~~to ~~July~~be ~~25,~~made by ~~2002,~~companies ~~MinQuest~~that ~~leased~~operate ~~the~~mines ~~three~~regulated ~~claims.~~under ~~The~~the ~~Letter~~Federal ~~Agreement~~Mine ~~permits~~Safety ~~MinQuest to assign the property~~ and ~~terms~~Health Act of ~~the agreement to third parties~~1977. ~~This~~However, ~~agreement covers an approximate 1.6 kilometer area. MinQuest located an additional 16 claims which all fall within~~ the ~~area~~requirements of ~~interest covered by~~ the Act ~~agreement~~and ~~MinQuest~~Item ~~has~~104 ~~with~~of ~~Mr.~~Regulation ~~Duerr.~~S-K ~~Mr.~~do ~~Duerr~~not ~~subsequently~~apply ~~granted~~as ~~to MinQuest~~ the ~~rights~~Company ~~necessary~~does tonot ~~allow~~engage ~~MinQuest to enter into agreements with third parties for the additional 16 claims. To maintain the claims~~ in ~~good~~mining ~~standing~~activities. Therefore, ~~maintenance fees totaling $135 per claim are payable to~~ the Company ~~BLM~~is onnot ~~or before September 1 of each year. Recording fees of approximately $15 per claim are~~ required byto ~~Lander~~make ~~County~~such ~~each year~~disclosures.

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

~~There~~Market 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.Information

~~Geology~~Our common stock is traded on the OTC Markets and the OTCBB under the trading symbol “GDFI”. In 2010, the new “OTC Markets” quotation tiers began replacing the former OTCBB. The OTC Markets launched the OTCQB marketplace to help investors easily identify SEC reporting companies and regulated banks that are current with their disclosure obligations. Issuers on the OTCQB must be fully reporting and current in their reporting obligations with the SEC. Although, the entire Over the Counter is regulated by the SEC and FINRA, the OTC Markets and the OTCBB are both now privately owned and merely serve as quotation mediums. The OTC Markets is more user friendly, factually up-to-date and accurate than the website for the OTCBB. Over the Counter quotes can be found at www.otcmarkets.com and the companies trading on the OTCQB have the exact same standards as the OTCBB. Through the progressive changes of the ~~Gilman~~OTC ~~Mineral~~Markets ~~Claims~~platform, the Company’s stock is now quoted on the OTC:QB, as well as the OTC:BB.

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.

Financial Quarter		Bid Information*
Fiscal Year Ended January 31,	Quarter	High Bid	Low Bid
	Fourth Quarter	$0.34	$0.25
2013	Third Quarter	$0.61	$0.25
	Second Quarter	$2.25	$0.60
	First Quarter	$5.90	$1.00

	Fourth Quarter	$5.50	$0.65
2012	Third Quarter	$8.00	$3.50
	Second Quarter	$15.00	$4.50
	First Quarter	$13.00	$3.00

13*The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

~~Current~~Holders ~~State~~ of ~~Exploration~~Our Common Stock

OnThe ~~December 09, 2010, the~~ Company ~~and~~estimates ~~its’~~that ~~subsidiary~~as ~~chose~~of toApril 23, ~~terminate~~2013, ~~the~~we ~~Gilman~~had ~~Property~~58 ~~Option~~(fifty-eight) ~~Agreement~~registered byholders ~~giving~~of ~~MinQuest~~shares ~~written~~of ~~notice~~common ~~to terminate~~stock. ~~The Company and its’ subsidiary do not maintain any further rights, interests, or obligations in the property.~~

~~Geological~~Warrants ~~Exploration~~or ~~Program~~Options.

~~Evaluation~~Please ofrefer ~~the Gilman claims~~ to ~~January~~Note ~~31,~~7 ~~2007~~under ~~had consisted of~~ the ~~preparation~~caption of“Stockholders’ Equity” a topographic base map, and surface and underground geochemical sampling. In addition, as part of the permitting process the Company undertook an archeological review of the property. During 2008, the Company received a permit to drill on the Gilman Property. The Board of Directors approved an $112,500 (excluding reclamation bond and claim filing fees) drilling budget that includes three reverse circulation holes for adetailed ~~total~~information ofregarding ~~3,000~~outstanding ~~feet of drilling~~warrants. The program began in January 2008 with the goal of testing a previously untested range front fault hosted quartz vein system. Testing has been initiated at the northern end of a mile-long target zone. Due to heavy snowfall only one hole was drilled in January 2008 before the rig had to be removed from the property. The Company and its’ subsidiary do not maintain any further rights, interests, or obligations in the property.

~~IMPERIAL~~Recent ~~PROPERTY~~Sales of Unregistered Securities; Use of Proceeds from Registered Securities.

On ~~June~~February 3022, ~~2004~~2012, the Company ~~entered into an agreement with MinQuest for an option to acquire~~ closed a ~~100%~~private ~~interest~~placement ~~in a property known as the “Imperial Property.” The Company made the first scheduled option payment~~ of ~~$60~~130,000 ~~upon~~restricted ~~signing~~common ~~the~~shares ~~agreement.~~at ~~The agreement requires certain additional minimum annual property option payments with a total of~~ $~~80,000 required to be paid by July~~ 1~~, 2008~~.00 ~~The~~per ~~agreement~~share, ~~also~~for ~~requires~~aggregate ~~minimum~~gross ~~annual~~proceeds ~~exploration expenditures with a grand total~~ of $~~500~~130,000 infrom ~~expenditures~~one ~~required~~non-US investor pursuant to beRegulation ~~incurred~~S onof the ~~property~~Securities byAct ~~July~~of 11933, ~~2009.~~as ~~The property option agreement is subject to a 3% royalty payable to MinQuest~~amended. The ~~Company~~proceeds isof ~~required~~the tosale ~~use~~will ~~MinQuest~~be ~~for~~used ~~exploration conducted~~as onworking ~~the Imperial Property~~capital.

To January 31, 2008, the Company had made the initial option payment of $60,000 upon signing the agreement as well as the $20,000 option payments due in July 2007, 2006 and 2005. In addition the Company has incurred approximately $277,000 in exploration expenditures on the property.11

On ~~May~~August 301, ~~2008~~2012, the Company ~~entered~~closed a ~~into~~private anplacement ~~Assignment~~of ~~and Assumption Agreement (the “Agreement”) with Patriot Gold Corp.~~24, ~~a Nevada corporation (“Patriot”)~~500,000 torestricted ~~assign~~common ~~the~~shares ~~exclusive~~at ~~option to an undivided right, title and interest in the Imperial Property to Patriot~~$0. ~~Pursuant~~001 toper ~~the Agreement~~share, ~~Patriot~~for ~~assumed~~aggregate ~~the~~gross ~~rights,~~proceeds ~~and agreed to perform all~~ of ~~the duties and obligations, of the Company arising under the Imperial Property Option Agreement. Simultaneous with the execution and delivery of the Agreement, the Company received~~ $~~250~~24,~~000~~500 from ~~Patriot,~~ten non-US ~~which~~investors ~~amount~~pursuant ~~represents the full payment and satisfaction for the assignment by the Company~~ to ~~Patriot~~Regulation ofS the Imperial Property Option Agreement and all rights and obligations with respect thereto. Included in the assignment were, without limitation, all sums incurred by the Company in connection with the Imperial Property, specifically (i) the refunding of the ~~reclamation~~Securities ~~bond~~Act ~~previously paid by the Company to the Bureau~~ of ~~Land Management in Nevada in the amount of $13~~1933,~~255;~~ ~~(ii)~~as ~~the~~amended. ~~approximately~~The ~~$277,000~~proceeds of ~~expenditures incurred by~~ the ~~Company~~sale ~~prior~~will tobe ~~the~~used ~~Agreement; and (iii) the $120,000 paid to MinQuest Inc. by the Company~~ as ~~option payments under the Imperial Property Option Agreement~~working capital.

14On August 1, 2012 the Company issued 35,000,000 restricted common shares and $15,000 for a property option agreement with a third party granting the Company the exclusive option to an undivided right, title and interest in the Plomosa Mountain Property. For further details refer to “Note 4: Mineral Property Interests”.

~~HERCULES~~Subsequent ~~PROPERTY~~to January 31, 2013 the Company closed private placements for a total of 750,000 units for an aggregate total offering price of $75,000, or $0.10 per unit. Each unit consists of one share of common stock of the Company and one Class A Warrant exercisable, beginning on the one year anniversary date of the placement, for one share of common stock for a period of four years and expiring in 2018. The proceeds of the sale will be used as working capital.

OnDividend October 22, 2004, the Company entered into an agreement with MinQuest for an option to acquire a 100% interest in a property known as the “Hercules Property.” Concurrent with the signing of the agreement, the Company made the first property option payment of $20,000. The agreement requires certain additional minimum annual property option payments totaling $200,000 and minimum annual exploration expenditures totaling $4,050,000 to be paid or incurred by November 25, 2014. The agreement is subject to a 3% royalty payable to MinQuest with the Company being able to repurchase up to two-thirds of the royalty for $3,000,000. On May 29, 2006 by way of a letter agreement, the Company and MinQuest agreed to adjust the timing of exploration expenditures such that an aggregate amount of approximately $300,000 was to be spent by September 1, 2006. On April 21, 2009 MinQuest granted the Company a one year extension on its Hercules property obligations. The result is that the $20,000 property option payments due annually on November 25, 2008 through 2014 inclusive are now due on November 25, 2009 through 2015 inclusive. The annual property expenditure requirements of $500,000 required to be incurred annually by November 25, 2009 through 2014 respectively are now due to be incurred by November 25, 2010 through November 25, 2015.Policy

As of ~~March~~January 1131, ~~2010~~2013, ~~the~~there ~~Company~~ had ~~made~~been no ~~the~~dividends ~~initial~~declared ~~option~~on ~~payment~~the ofCompany’s ~~$20,000~~common ~~due~~stock. We onhave ~~signing~~never asdeclared ~~well~~or aspaid ~~the~~any ~~$20,000~~cash ~~option~~dividends ~~payments~~on ~~due~~our common instock ~~November~~nor ~~2007,~~do ~~2006~~we ~~and~~anticipate ~~2005~~paying ~~however~~any is in ~~default of~~ the ~~November~~foreseeable ~~2009~~future. ~~option~~Furthermore, ~~payment. In~~we ~~addition~~expect ~~the~~to ~~Company~~retain ~~has~~any ~~incurred~~future ~~approximately~~earnings ~~$792,200~~to finance inour ~~exploration~~operations ~~expenditures~~and onexpansion. ~~the~~The ~~property~~payment ~~but~~of ~~had~~cash adividends ~~shortfall~~in ofthe ~~approximately~~future ~~$257,800~~will tobe ~~meet~~at ~~its~~the ~~exploration~~discretion ~~commitment. As~~of aour ~~result~~Board of ~~the~~Directors and ~~extension~~will ~~granted~~depend byupon ~~MinQuest~~our earnings levels, ~~this~~capital ~~amount~~requirements, ~~was~~any ~~due~~restrictive toloan becovenants ~~incurred~~and byother ~~November~~factors ~~25,~~the ~~2009~~Board considers relevant.

OnThere ~~March~~are ~~11,~~no ~~2010,~~restrictions the Company entered into an Assignment Agreement (the “Assignment Agreement”) with its wholly owned subsidiary Goldmin Exploration Inc., a Nevada corporation (“Goldmin”), to assign the exclusive option to an undivided right, title and interest in ~~the~~our ~~Hercules property to Goldmin. Pursuant to the Assignment Agreement, Goldmin assumed the rights, and agreed to perform all~~ articles of ~~the~~incorporation ~~duties~~or ~~and~~bylaws ~~obligations,~~that ofprevent ~~American~~us ~~Goldfields~~from ~~arising~~declaring ~~under the Property Option Agreement~~dividends. ~~Included~~The inNevada ~~the~~Revised ~~assignment were~~Statutes, ~~without limitation~~however, ~~all~~do ~~sums~~prohibit us ~~incurred~~from bydeclaring ~~American~~dividends ~~Goldfields in connection with the Hercules property~~where, ~~specifically;~~after ~~the~~giving ~~$792,200~~effect ~~of exploration expenditures incurred by American Goldfields prior~~ to the ~~Assignment~~distribution ~~Agreement. Goldmin has not made the indicated option payments and incur the exploration expenditures, when demanded and therefore is in jeopardy~~ of ~~losing its interest in~~ the ~~property.~~dividend:

On1. We would ~~December~~not ~~09,~~be ~~2010,~~able ~~the Company and its’ subsidiary acknowledged that the Hercules Property has reverted back~~ to ~~MinQuest~~pay ~~according~~our todebts aas ~~final~~they 30become ~~day notice of default served by MinQuest~~ due ~~to a shortfall~~ in ~~option~~the ~~payments~~usual ~~and~~course ~~exploration~~of ~~expenditures. The~~business; ~~Company and its’ subsidiary do not have any further rights, interests,~~ or ~~obligations in the property.~~

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

~~The~~Securities ~~Hercules~~Authorized ~~Property~~for isIssuance located in Lyon County, Nevada, approximately 40 kilometers southwest of Reno. Access is via 11 kilometers of paved and dirt road from Dayton. The property consists of 40 unpatented claims. Land claims in the district are administered under ~~Department~~Equity ~~of Interior, Bureau of Land Management (“BLM”) under the Federal Land Policy and Management Act of 1976. MinQuest holds a 100% interest in these claims via unpatented mining claims.~~Compensation Plans

15The following table presents certain information as of January 31, 2013 with respect to compensation plans under which equity securities of the Company are authorized for issuance:

Exploration History of the Hercules Property

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity Compensation Plans Approved by Security Holders	-	-	-
Equity Compensation Plans Not Approved by Security Holders	11,158⁽¹⁾	$180.19	1,000
Total	11,158	$180.19	1,000

~~The~~(1) ~~Hercules~~Such ~~Property~~amount ~~was~~includes ~~first~~500 ~~discovered~~common stock inpurchase ~~1860~~options bywhich ~~pioneers~~are ~~during~~outstanding ~~the famous “Washoe Rush”. Production from high grade veins started as early as 1870~~ and ~~occurred~~exercisable aspursuant ~~late~~to ~~as 1956. The Hercules Mine, located on~~ the ~~property,~~2004 ~~had~~Stock ~~production~~Option ofPlan. It ~~5,000~~also ~~ounces of gold and 20~~includes 10,~~000~~658 ~~ounces~~common ofstock ~~silver~~purchase ~~as indicated from stopping~~warrants. ~~Recent~~During ~~exploration efforts began in~~ the ~~early 1980’s when placer mining was attempted on the eastern portion of the property~~year, ~~below the Hercules Mine. Since then~~4,036 ~~Asamera,~~warrants ~~St.~~expired ~~Joe,~~without ~~Horizon~~being ~~Gold, Phelps Dodge and Adamas\GSL have conducted exploration efforts totaling over US$2,000,000 in expenditures.~~exercised

~~A total of 33,925 feet (11,015 m) in 176 holes have been completed on the property.~~ The ~~vast~~2004 ~~majority~~Stock ofOption ~~the drilling targeted shallow open pit heap-leachable gold mineralization. No systematic exploration of the high-grade vein targets has been completed.~~Plan

~~Geology~~In March 2004, the Board of Directors adopted the ~~Hercules~~2004 ~~Mineral~~Stock ~~Claims~~Option Plan (the 2004 Plan) reserving 50,000 common shares for grant to employees, directors and consultants. As of January 31, 2013, there were a total of 49,000 options that had been granted under the plan. Of these, 500 remain outstanding and exercisable at a weighted average exercise price of $6.00 per option. The following discussion describes material terms of grants made pursuant to the stock option plans:

~~The~~Pursuant ~~property~~to ~~lies~~the ~~within~~2004 ~~the~~Stock ~~Walker~~Option ~~Lane~~Plan, grants ~~structural~~of ~~corridor. The~~shares ~~Walker~~can ~~Lane~~be ismade ~~characterized~~to byemployees, aofficers, ~~strong~~directors, ~~northwesterly~~consultants ~~structural~~and ~~fabric~~independent ~~causing~~contractors ~~easterly~~of ~~rifting.~~non-qualified Asstock options ~~with~~as ~~much~~well ofas for the ~~Walker~~grant ~~Lane~~of ~~rocks~~stock atoptions ~~Hercules~~to ~~consist~~employees ~~dominantly~~that ofqualify ~~Tertiary~~as ~~age~~incentive ~~pyroclastic~~stock ~~volcanics~~options ~~and~~under ~~volcaniclastic~~Section ~~sediments~~422 ~~cover~~of the Internal ~~entire~~Revenue ~~property~~Code of 1986 (“Code”) or as non-qualified stock options. The ~~pyroclastic~~Plan ~~rocks~~is ~~have~~administered ~~been~~by ~~intruded~~the byOption ~~several~~Committee of ~~volcanic~~the ~~vents~~Board ~~and~~of ~~plugs.~~Directors ~~Thin~~(the ~~post-mineral~~“Committee”), ~~basalt~~which ~~and~~has, ~~rhyodacite~~subject ofto ~~Pliocene~~specified ~~age~~limitations, ~~cover~~the ~~mineralization~~full onauthority to grant options and establish the ~~northern~~terms and ~~western~~conditions ~~sides~~for ofvesting and exercise thereof. Currently the ~~property~~entire Board functions as the Committee.

The Hercules mineralization is largely localized along two parallel dip-slip multi-vein structures which trend north-northeast. The structures have near-vertical dips and have been offset by two east-west faults. Gold/silver is hosted by permeable volcanics/volcaniclastics as well as by the high-angle structures. The highest grade mineralization occurs in quartz veins within the faults. Silicification and banded quartz-adularia veins are surrounded by intense clay alteration grading to weak propylitic alteration.12

~~St.~~In ~~Joe~~order ~~and~~to ~~Horizon~~exercise ~~Gold~~an ~~performed~~option ~~bulk~~granted under ~~tests~~the ~~from~~Plan, ~~drill~~the ~~cuttings~~optionee ~~and~~must ~~surface~~pay ~~samples.~~the ~~The~~full ~~average~~exercise ~~recovery~~price ~~for~~of ~~gold~~the ~~was~~shares ~~88%~~being purchased. ~~The~~Payment ~~process~~may ~~involved~~be ~~crushing~~made ~~and~~either: ~~pulverizing~~(i) in cash; or (ii) at the ~~sample~~discretion ~~and~~of ~~completing~~the aCommittee, ~~bottle~~by ~~roll~~delivering ~~using~~shares ~~over~~of 50common ~~separate~~stock ~~samples.~~already ~~Although~~owned by the ~~tests~~optionee ~~are~~that ~~encouraging,~~have a ~~further~~fair ~~metallurgy~~market isvalue ~~needed~~equal to ~~determine~~the ~~recoveries~~applicable ofexercise ~~various size fractions~~price.

ASubject ~~bonanza~~to ~~grade~~the ~~gold/silver~~foregoing, ~~deposit is~~ the ~~primary~~Committee has ~~target~~broad atdiscretion ~~Hercules.~~to ~~All~~describe of the ~~mineralized~~terms ~~vein~~and ~~structures~~conditions ~~listed~~applicable ~~previously~~to ~~are~~options ~~targets.~~granted ~~Exploration~~under ~~should~~the ~~begin~~Plan. inThe ~~areas~~Committee ~~with~~may ~~higher-grade~~at ~~gold~~any time ~~values~~discontinue atgranting ~~surface,~~options ~~with~~under ~~higher~~the ~~silver/gold~~Plan ~~ratios,~~or ~~more~~otherwise ~~base metals~~suspend, ~~higher~~amend ~~temperature~~or ~~alteration~~terminate ~~suites~~the Plan and ~~where~~may, ~~multiple~~with ~~veins occur. This will ensure~~ the ~~shallowest~~consent ~~targets~~of an ~~will~~optionee, bemake ~~tested~~such ~~first.~~modification ~~The~~of ~~most~~the ~~likely~~terms ~~site to start as indicated by initial study is area D~~ and Econditions of ~~the~~such ~~Hercules~~optionee’s ~~Mine~~option ~~target.~~as ~~Accurate drilling down dip in 100 m steps will allow spot coring of~~ the ~~target~~Committee ~~horizon~~shall atdeem ~~300-400 m beneath the surface~~advisable.

~~The~~Purchases ~~secondary target is open pit bulk-minable heap leachable gold/silver for which some resources have already been established. The size and grade~~ of ~~these~~equity ~~resources~~securities ~~could be increased~~ by the ~~drilling~~issuer ~~across their feeder structures~~ and byaffiliated ~~drilling possible extensions.~~purchasers

~~The West Cliff target is located in the southwest portion of the property~~None. This area is defined by 17 widely spaced drill holes and underground and surface channel sampling results. Soil sampling and drilling suggests a second en-echelon zone occurs 300 feet (100 m) east of the main zone. The area is open ended for 1000 feet (305m) north, 600 feet (180 m) south and down dip to the west. Only two holes have tested the parallel zone.

16ITEM 6. SELECTED FINANCIAL DATA

~~The~~Smaller ~~Loaves~~reporting ~~target~~companies ~~consists~~are ofnot arequired ~~zone of silicified volcanics containing banded quartz veins. The zone has a strike length of over 5,000 feet (1520 m) and extends under cover~~ to ~~the~~provide ~~northwest. This zone is probably~~ the information ~~offset~~required ~~extension~~by ofthis ~~the West Cliffs resource~~item. Only two of ten holes drilled to date have tested the structure. Previous drilling has targeted the footwall side of the fault. Even so, long intervals of anomalous gold with occasional short intervals of higher grade were encountered. This target requires angle drilling to test the hanging wall side of the structure to penetrate the fault zone at depth and along strike.

~~The~~ITEM ~~Hercules Mine and Extensions (C\D\E) targets cover the main Hercules structure and parallel fault zones~~7. ~~Drilling~~MANAGEMENT’S ~~and~~DISCUSSION ~~sampling~~AND ~~from~~ANALYSIS ~~underground~~OF ~~and~~FINANCIAL ~~outcrop~~CONDITION ~~areas~~AND ~~have~~RESULTS ~~encountered~~OF ~~relatively~~OPERATIONS ~~thick~~AND ~~intercepts~~PLAN ofOF gold and silver. This wide spaced drilling (both core and RC) and underground sampling indicate multiple mineralized structures with associated disseminated mineralization. The core samples were only partially assayed and may contain more gold than is displayed on the cross sections. The zone remains open for at least 1000 feet (300 m) north, over 1000 feet (300 m) south. Parallel mineralized structures are known to exist further to the east within the claim block.OPERATIONS

The ~~southern~~following discussion of our financial condition and results of operations should be read in conjunction with the ~~three~~financial ~~Loaves~~statements ~~targets~~and ~~contains~~the 3related ~~holes~~notes thereto included elsewhere in this Form 10-K. The matters discussed herein contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and ~~surface~~Section ~~panel~~27A ~~sampling~~of the Securities Act of 1933, as amended, which involve risks and uncertainties. ~~Soil~~All ~~sampling~~statements ~~suggests~~other athan ~~minimum~~statements of ~~1700~~historical ~~feet~~information ~~(515~~provided m)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 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 ~~strike~~the ~~length~~date hereof. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that ~~remains~~arise ~~untested~~after the date hereof.

~~Current~~Plan ~~State~~ of ~~Exploration~~Operations

~~The~~Our ~~Hercules~~business plan ~~claims~~is ~~have~~to proceed with the acquisition and exploration of mineral properties to determine whether there are commercially exploitable reserves of gold and silver or other metals. We had cash of $34,295 and working capital of $(16,557) as of January 31, 2013. On February 22 2012, the Company closed a ~~significant~~private ~~amount~~placement of ~~exploration~~130,000 ~~undertaken~~restricted incommon ~~their~~shares ~~history~~at $1.00 ~~However~~per share, ~~they~~for doaggregate gross ~~not~~proceeds ~~currently~~of ~~have~~$130,000. ~~any~~On ~~mineral~~August ~~reserves~~1, 2012, the Company closed a private placement of 24,500,000 restricted common shares at $0.001 ~~The~~per share, for aggregate gross proceeds of $24,500 and issued 35,000,000 restricted common shares and $15,000 for a property ~~that~~option isagreement with a third party granting the ~~subject~~Company the exclusive option to ~~our~~an ~~mineral~~undivided right, ~~claims~~title isand ~~undeveloped.~~interest ~~There~~in isthe noPlomosa ~~mining~~Mountain ~~plant~~Property. orWe ~~equipment~~shall ~~located~~require onadditional ~~the~~funding ~~property~~and we anticipate that issuch funding will be in the ~~subject~~form of equity financing from the ~~mineral~~sale ~~claim~~of our common stock. ~~Currently~~However, ~~there~~we iscannot noprovide investors ~~power~~with ~~supply~~any assurance that we will be able to raise sufficient funding from the ~~mineral~~sale ~~claim.~~of Onour ~~December~~common ~~09,~~stock ~~2010,~~to fund additional phases of the ~~Company~~exploration ~~and~~program, ~~its’~~should ~~subsidiary~~we ~~acknowledged~~decide to proceed. We believe that ~~the~~debt ~~Hercules~~financing ~~Property~~will ~~has~~not ~~reverted~~be ~~back~~an toalternative ~~MinQuest~~for funding any further phases in our exploration program. The ~~Company~~risky nature of this enterprise and ~~its’~~lack ~~subsidiary~~of dotangible ~~not~~assets ~~have~~places debt ~~any~~financing ~~further~~beyond ~~rights,~~the ~~interests,~~credit-worthiness required by most banks or ~~obligations~~typical ininvestors ~~the~~of ~~property~~corporate ~~and~~debt ~~will~~until such time as an economically viable mine can be demonstrated. We do not ~~engage~~have any arrangements in ~~exploration~~place offor itany ~~going~~future ~~forward~~equity financing.

~~Geological~~During ~~Exploration~~our ~~Program~~exploration stage, our President will only be devoting approximately one day 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.

~~The~~Results ~~exploration potential at the Hercules Property is considered excellent. Several~~ of ~~the~~Operations ~~near-surface~~for ~~targets were poorly tested and are open between~~ the ~~current~~Fiscal Year ~~targets.~~Ended ~~Obvious~~January ~~extensions of drilling~~31, soil and rock gold anomalies and high grade veins in old workings suggest not only an excellent chance of increasing the known resource of open pit mineralization but of finding a world class bonanza gold/silver deposit at depth. The vast majority of the previous resource drilling was vertical and did not test for these potentially higher grade fault zones.2013

~~During~~We ~~2005~~did ~~the~~not ~~Company~~earn ~~undertook~~any anrevenues ~~exploration program on~~ during the ~~Hercules~~fiscal ~~Property. The~~year ~~program~~ended ~~consisted~~January ~~of geologic mapping~~31, ~~geochemical~~2013 ~~sampling,~~or ~~compilation of previous drilling data, and a re-evaluation of geophysical surveys~~2012. ~~Also,~~ aWe ~~total~~do ofnot ~~105~~anticipate ~~soil~~earning ~~samples~~revenues ~~were~~until ~~collected~~such ontime ~~the~~as ~~north~~we ~~end~~have ofentered ~~the~~into ~~property. The~~commercial production ~~geophysical targets on the northern portion~~ of ~~the~~our ~~claim~~mineral ~~block were reviewed and evaluated~~properties. ~~The~~ ~~information~~We ~~developed~~are ~~from~~presently ~~previous~~in the exploration ~~groups~~stage ~~was~~of ~~combined~~our ~~with~~business ~~new information from the geophysical surveys~~ and ~~recent~~we ~~mapping~~can toprovide ~~place~~no 7assurance that ~~reverse~~we ~~circulation~~will ~~holes~~discover tocommercially ~~determine~~exploitable ~~strike,~~levels ~~dip~~of ~~and~~mineral ~~stratigraphy~~resources ~~within~~on ~~the~~our Aproperties, B,or C,if ~~West~~such ~~Cliffs~~resources ~~and~~are ~~Bread Loaves~~discovered, ~~mineralized~~that ~~zones. The~~we ~~structures~~will ~~believed~~enter tointo becommercial ~~present~~production inof ~~these~~our ~~areas would provide a pathway for~~ mineral ~~rich fluids~~properties. ~~The fluids should pond within certain porous rock types below impermeable stratigraphy.~~

1713

~~Six~~For ~~drill~~the ~~holes~~year ~~were~~ended ~~located~~January on31, ~~the~~2013 we ~~margins~~had a net loss of $133,378 compared to a net loss of $67,278 from the ~~previously~~prior ~~defined~~year, ~~mineralized~~an ~~zones~~increase of $66,100. Our ~~The~~net loss ~~seventh~~increased ~~hole~~due ~~tested~~to acquisition of a ~~parallel~~mineral ~~alteration~~property ~~zone~~totaling to$50,000 consisting of a $15,000 cash payment and the ~~west~~issuance of 35,000,000 shares of ~~any~~common ~~previous~~stock. ~~drilling~~Additionally, the increase in loss is due to an increase in general and administrative expenses of $16,166. ~~Seven~~ ~~drill~~General ~~holes~~and administrative expenses were ~~completed~~$83,393 and $67,227 for 2the years ended January 31,~~470~~ ~~feet~~2013 ~~(753~~and January m)31, 2012, respectively. The ~~drilling~~increase ~~extended~~is comprised of the ~~known~~following ~~precious~~items. ~~metals~~Administrative ~~mineralization~~expenses ~~near~~increased $34,955 ~~surface~~due to the Company entering into a Consulting Services Agreement with an unrelated third party for a comprehensive suite of services to the Company including administrative, accounting, bookkeeping and ~~between~~services ~~pods~~associated ~~A-C~~with regulatory filings. The Company ~~holes~~pays ~~also~~$5,000 ~~defined~~per ~~several~~month ~~fault~~in ~~zones~~connection ~~that~~with ~~fed~~ these ~~mineralized areas~~services. ~~Generally~~ The year ended January 31, 2013 was the ~~fault~~first ~~zones~~full ~~were~~year of ~~encountered~~this ~~within~~contract. anProfessional ~~impermeable~~services ~~mudstone~~decreased ~~unit. The~~$11,014 ~~faults~~due ~~were~~to ~~represented~~a bydecrease ~~bleaching,~~in ~~iron~~SEC ~~oxide~~filing ~~and~~requirements ~~clay~~as ~~alteration~~the ~~within~~Company began utilizing the ~~mudstone~~mineral company waiver for quarterly financial statement filing. ~~The~~ Director’s ~~faults~~fees ~~were~~decreased 3$10,600 due to 8a ~~meters~~severance package ~~wide~~paid in the year ended January 31, 2012 and ~~contained~~no ~~anomalous~~comparable ~~gold~~payments ~~values~~ in the ~~0.01~~year toended ~~0.05~~January ~~g/t~~31, ~~range~~2013. It isConsulting ~~believed~~fees increased ~~that~~$1,920 ~~this~~primarily ~~mudstone~~due ~~unit~~to ~~restricted~~a ~~the~~stock ~~flow~~option ofgrant ~~mineralizing~~issued ~~fluids~~to ~~and~~a ~~may~~consultant ~~have~~providing ~~caused~~mineral ~~ponding~~exploration ofservices. ~~the~~All ~~fluids~~other miscellaneous atexpenses ~~its~~increased ~~base~~a total of $905.

~~All~~Liquidity ~~holes successfully identified altered~~ and ~~mineralized~~Capital structures. Holes 05-01 through 05-04 extended the known ore zones of A through C east and north. It appears that drill hole 05-05 may have missed the West Cliffs vein due to thicker alluvial cover than anticipated. Hole 05-07 was the only hole that tested outside of the known mineralization. The hole intersected an opaline rich structure hosted within basalt and andesite west of any previous drilling. The structure contained sulfide minerals (mainly pyrite) and low temperature quartz, but did not contain any significant precious metal values. The cuttings were not assayed for trace elements. This structure is along strike of an interpreted fault defined by an IP geophysical survey to the north.Resources

~~During~~We ~~2006~~had ~~the~~cash ~~Company~~of ~~completed~~$34,295 aand ~~drill~~working ~~program~~capital of ~~consisting~~$(16,557) as of 10January ~~holes~~31, ~~for~~2013. aWe ~~total~~anticipate ofthat ~~4,805~~we ~~feet~~will ~~which~~incur ~~was~~over ~~completed~~the innext ~~March~~twelve ~~2007.~~months:

~~Hole~~· ~~H0601~~$235,000 -in ~~tested~~connection ~~altered~~with ~~volcanic~~acquisition ~~rock on the west side of the property. This hole was angled at -45 degrees N25E to test a fault zone containing silicified~~ and ~~pyritic~~exploration ~~mudstone and tuff at surface. This near surface zone~~ of ~~alteration~~mineral ~~was~~properties, ~~encountered~~which ~~from~~includes ~~surface~~$20,000 tofor 45option ~~feet.~~payments ~~The hole passed through clay altered volcanic tuff~~ and ~~remained~~$100,000 infor ~~unaltered~~exploration ~~mudstone~~payments ~~from~~due ~~140~~under ~~feet to 480 feet. The last 20 feet of~~ the ~~drill~~Plomosa ~~hole~~Mountain ~~from~~Property ~~480~~, toas ~~500~~well ~~feet~~as ~~contained~~$115,000 ~~unaltered~~for ~~latite. In~~additional ~~other~~acquisition ~~areas of the property the mudstone unit varies from 140 to 210 feet in thick. Given the angle of the drill hole~~ and ~~the possibility of relatively flat bedding, the true thickness of the mudstone in H0601 is probably 230 to 240 feet~~exploration. ~~This is consistent although a little thicker than the suggested thickness from elsewhere on the property.~~

~~Holes~~· ~~H0602~~$84,000 tofor ~~H0605~~operating -expenses, ~~targeted~~including ~~the~~working ~~eastern~~capital ~~structural~~and ~~trend. H0602~~general, ~~H0602A~~legal, ~~and~~accounting ~~H0603 were step offs of the 2005 drilling efforts. This year’s drill holes were drilled at steeper angles from -60o to -70o~~ and toadministrative ~~depths~~expenses ofassociated ~~500~~with toreporting ~~600~~requirements ~~feet~~under tothe ~~provide~~Securities ~~deeper~~Exchange ~~penetration~~Act of ~~the mudstone unit in resource area “A”~~1934. The holes were stepped back east from the 2005 drill holes by 100 feet. No faults were apparent in the mudstone, although the faulting projected from the 2005 drilling suggested a 60 to 65 degree dip to the east.

~~Hole~~Net ~~H0602~~cash ~~was~~used ~~drilled~~in ~~100~~operating ~~feet~~activities during ~~east~~the ofyear ~~H0501~~ended ~~N60W~~January at31, an2013 ~~angle~~was of$126,517 ~~-70. The~~compared ~~hole~~to ~~penetrated~~$61,607 65during ~~feet~~the ofyear ~~post~~ended ~~mineral~~January ~~dacite~~31, ~~then encountered silicified and clay altered volcanic agglomerate to 120 feet~~2012. AtThe increase ~~this~~in ~~point~~cash ~~the~~used ~~hole~~in operations was ~~lost~~ due to ~~caving. A~~the ~~five~~increase ~~foot~~in ~~intercept of 2.32 ppm gold within a broader 20 feet zone of .89 ppm gold was encountered immediately below~~ the ~~dacite~~net ~~cap~~loss.

~~Hole~~Off ~~H0602A~~Balance ~~was~~Sheet drilled 20 feet northeast of 0602 due east at an angle of -60. This hole encountered 10 feet of 0.2 ppm gold from 75 to 85 feet and at least one five foot sample that was a void (no sample collected). The alteration was similar to H0602 just below the dacite. H0602A contained 260 feet of mudstone before encountering an unaltered crystal tuff to volcanic agglomerate at 490 feet. No alteration or elevated gold values were encountered below the initial gold values described above.Arrangements

18We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

~~Hole~~ITEM ~~H0603 was drilled 400 feet north of H0602 on the northern margin of the “A” resource described in previous reports~~7A. ~~H0603~~ ~~offset~~QUANTITATIVE ~~H0503~~AND byQUALITATIVE ~~125~~DISCLOSURE ~~feet~~ABOUT ~~east. Hole~~MARKET H0603 was set up to intersect the projected “A” structure perpendicularly. The hole was angled N60W at -70 degrees. It entered the mudstone unit at 30 feet and remained in mudstone for its entire length. Clay alteration of the mudstone was noted between 30 and 125 feet, but no significant gold values or silica were present within this zone. It is assumed that a fault zone down dropping the mudstone to the west, artificially thickening the unit by repeating the sequence.RISK

~~Holes~~Smaller ~~H0604~~reporting ~~and~~companies ~~H0605~~are ~~were~~not ~~drilled~~required to provide the information ~~west~~required ~~of resource area “C”. Hole H0604 was drilled due east at -45o. Hole H0605 was drilled S80E at -45o. The “C” resource area is poorly defined~~ by ~~drilling. Only~~this ~~2 holes were previously drilled on the western side of the “C” resource fault zone~~item. Only one of those contained ore grade values and that hole was positioned on top of the fault. The 2006 drill program stepped back 100 to 200 feet from the fault to determine if the fault rolled back to the west. Both holes encountered significant near surface alteration and mineralization from 40 feet to depth.

Hole H0604 was drilled furthest south and encountered 50 feet of 0.45 ppm gold from 70 feet to 120 feet. An additional five feet assayed 0.42 ppm at 250 feet. Both mineralized zones contained significant quartz veining, silicification and argillization. The second area of deeper mineralization may be related to high-angle faulting. Drill hole H0605 was positioned 300 feet northwest of H0604. H0605 penetrated 105 feet of alluvium before encountering 60 feet of 0.49 ppm gold. Within this mineralized interval, 25 feet of 0.71 ppm was intercepted with a best of 1.345 ppm over five feet. These intercepts have significantly increased the area of the “C” resource and provided excellent potential for discovery of additional resources to the west of the known mineralization.14

~~Holes~~ITEM ~~H0606 to 0608 – were all drilled in the West Ridge resource area~~8. ~~The~~ ~~holes~~FINANCIAL ~~offset~~STATEMENTS ~~known~~AND ~~mineralization~~SUPPLEMENTARY in the pediment and were projected to encounter vein mineralization at depth. All of the drill holes encountered significant alteration with anomalous gold and silver values over widths of 25 to 80 feet thick. Generally, these altered zones start immediately below alluvial cover. The alteration consists of stockwork quartz-calcite veining and silicification within a crystal tuff to tuff breccia.DATA

~~H0606~~Index was the furthest south drill hole in the 2006 drill program. It offset Phelps Dodge drill holes with significant mineralization in alluvium cover. Hole 0606 intersected the best overall gold and silver values of the three holes drilled in this area. The mineralization started at the base of the alluvium (140 feet) and continued over a width of 55 feet. The best interval averaged 0.47 ppm gold and 11 ppm silver over 40 feet or 10 feet of 0.72 ppm gold and 13 ppm silver. Although these values are not stunning, this hole extends mineralization from the Phelps Dodge drilling. It is the furthest west hole drilled to ~~date~~Financial ~~and indicates the mineralization continues to get better further to the west.~~Statements:

~~H0607 was drilled about 400 feet northeast of H0606. This hole contained approximately 50 feet with an average of 0.~~1 ~~ppm gold and 1 ppm silver~~. ~~Although~~ ~~this~~Auditors’ is not ore grade, the zone is definitely significant. It suggests a rather large area of alteration which is totally blind and open to the north, west and south in relatively flat landscape which would be easy to explore. Weak alteration and mineralization continues in H0607 to 480 feet. The drilling continued to 530 feet, but alteration tapers off dramatically.Reports;

192. Audited Consolidated Financial Statements for the year ended January 31, 2013, including:

~~H0608 was drilled about 300 feet further to the northeast to offset~~ a ~~Phelps Dodge drill hole~~. ~~The~~ PDConsolidated ~~hole~~Balance ~~encountered~~Sheets 20as ~~feet~~at ofJanuary 0.23 opt gold (about 7.5 ppm gold). In H0608 the entire hole contained moderately altered volcanic breccias with minor quartz stockworks and moderate bleaching of mafic minerals. The entire hole was anomalous in gold (0.0X ppm). Several individual zones contained 15 to 20 feet thick intercepts of mineralized quartz veining. The gold and silver values remained weak compared to the previous drilling by Phelps Dodge. However31, ~~the~~2013 ~~discreet zones of mineralization generally averaged 0.2 ppm gold~~ and ~~12 ppm silver within thicker intercepts of 0.0X ppm. Individual five feet samples assayed 0.3 to 0.45 ppm gold and up to 30 ppm silver.~~2012;

~~Holes H0609 and H0610 - targeted two altered structures within a crystal tuff unit~~b. ~~The~~ ~~mineralized~~Consolidated ~~area~~Statements isof ~~800~~Operations ~~feet~~for ~~west of~~ the ~~western~~years ~~margin~~ended ofJanuary ~~resource~~31, ~~“A”. Both~~2013 ~~drill~~and ~~holes~~2012 ~~were~~and ~~located~~for tothe ~~intersect~~period ~~apparent~~from ~~mineralized~~inception ~~structures observed~~ on ~~surface. Drill~~December ~~hole~~21, ~~H0609~~2001 ~~was drilled due east at -60 degrees. It intersected 15 feet of gold mineralization (0.66 ppm) from 65~~ to 80January ~~feet. This~~31, ~~zone may be related to bedding replacement of a volcanic tuff.~~2013;

~~Hole H0610 encountered 15 feet of 0~~c.24 ~~ppm~~Consolidated ~~gold~~Statements ~~and 3 ppm silver in a near surface zone~~ of ~~silicified~~Stockholders’ ~~volcanic~~Equity ~~material~~for ~~between~~the 55years ~~and~~ended 70January ~~feet. An~~31, ~~additional~~2013 ~~zone of silicified~~ and ~~mineralized~~2012 ~~material was encountered between 180~~ and ~~200~~for ~~feet. This zone included an average of 0.2 ppm gold and 2 ppm silver which is likely coincident with~~ the ~~obvious~~period ~~structure~~from inception on ~~surface. Both~~December ~~drill~~21, ~~holes~~2001 ~~encountered blind near surface mineralization adjacent~~ to ~~structures~~January ~~that~~31, ~~had been previously recognized and drilled.~~2013;

~~The~~d. ~~2006~~Consolidated ~~drilling~~Statements ~~program~~of ~~was~~Cash ~~successful~~Flows infor ~~expanding~~ the ~~known~~years ~~target~~ended ~~areas~~January ~~and finding new areas of near-surface~~31, ~~low~~2013 ~~grade gold~~ and ~~silver. The~~2012 ~~new intercepts in the “C” resource area (H0604~~ and ~~H0605),~~for ~~and~~ the ~~West~~period ~~Cliffs zone (H0606 through 0608) combined with the intercepts~~ from ~~the~~inception ~~2005~~on ~~drilling~~December ~~program~~21, in2001 the “A” area indicate potential for an increase in the historic target zones. Drilling in the north central area also provided new evidence for increasing targets (H0609 and 0610). The interpretation of the 2006 drilling results also suggests faults previously believed to ~~dip~~January to31, the east may roll to the west at relatively shallow depth. This finding coupled with the potential for increase of near-surface resources indicates changes are necessary to the exploration philosophy at Hercules.2013;

~~Previously, the historic drilling had concentrated on the east side of the structures, defining the shallow resources in “A” through “C”~~e. ~~The~~ ~~recent~~Notes ~~holes drilled in the 2005 and 2006 exploration programs suggest further near-surface targets are likely~~ to ~~be developed within~~ the ~~“A”~~Consolidated ~~through~~Financial ~~“C” areas, the West Cliffs hanging wall and the central core between these two areas~~Statements. ~~The topography is relatively flat allowing for an inexpensive, shallow drilling program.~~

Drilling to depth on the structural zones remains a significant target for developing high grade resources at depth. Because of the interpretation of the deeper drill holes completed during this program, it is recommended that the next set of deep holes on the property should be drilled from west to east on the northeastern veins within the “B” to “C” resource areas. The interpretation of the recent drilling suggests that the veins may roll over developing dips of near vertical to westerly at depths of less than 500 feet.15

~~During~~REPORT ~~2007~~OF ~~the~~INDEPENDENT ~~Company~~REGISTERED ~~conducted~~PUBLIC a drill program that was completed in March 2008. The program included the drilling of 24 holes for a total 7,415 feet. The budget for the program approved by the Board of Directors was $275,000. Nearly all of the holes tested new areas of mineralization, mostly within the Central, West Cliffs and “C” zones. The drill holes were positioned to expand mineralization found in the previous year’s drill program. Most holes were located from 200 to 300 feet apart along perceived fault trends.ACCOUNTANTS

20To the Board of Directors and Stockholders of

~~The~~Goldfields ~~West Cliffs zone appears to be at least 2000 feet long. The zone is nearly 1000 feet wide~~International, ~~composed of a series of sub-parallel fault zones, each zone being from 50 to 125 feet wide~~Inc. ~~The zones are hosted within volcanic rock and mudstone, now altered to clay, blocky silicification and quartz veining. About 50% of the alteration is within the oxidized level.~~

~~The~~(Formerly ~~“C”~~American ~~zone has been traced for at least 1400 feet along strike and may be up to 300 feet wide. Alteration includes blocky quartz replacement of volcanic rock~~Goldfields, ~~banded quartz veins and clay~~Inc. ~~Nearly 95% of the alteration is oxidized.~~)

A(An ~~few~~Exploration ~~holes~~Stage were placed to test the central area of alteration. These were some of the last holes completed. Holes drilled immediately adjacent of known alteration within the Central Target encountered relatively thin areas of oxidized, quartz veined and clay altered volcanic rock. Step off drilling in areas of post mineral volcanic rock encountered thick blankets of unaltered dacite and ash before encountering epithermal alteration. However, when the alteration was encountered the rock was oxidized even 250 feet deep. This would suggest that at least some of the post mineral cover occurred after the oxidation event. This is important because the “A” and “B” ore zones were partially limited by post mineral volcanic cover. The previous exploration groups quit looking under young volcanic rocks believing first that the cover would be too thick and cost too much to strip and second, the underlying mineralization would be pyritic and not amenable to heap leach. The new information leaves room for additional expansion potential along strike of the previously defined resource areas.Company)

~~The~~We ~~2007~~have ~~drilling~~audited ~~program was very successful in expanding~~ the ~~known~~accompanying ~~resource~~balance ~~areas~~sheet of ~~and~~Goldfields ~~finding~~International, ~~new~~Inc. ~~areas~~(formerly ofAmerican ~~near-surface~~Goldfields, ~~low grade gold and silver~~Inc. ~~The~~) ~~new~~(an ~~intercepts~~exploration instage ~~the~~company) ~~“C”~~as ~~resource~~of ~~area~~January ~~(H0604~~31, ~~and~~2013 ~~0605)~~and 2012, and the ~~West~~related ~~Cliffs~~statements ~~zone~~of ~~(H0606~~operations, ~~through~~and ~~0608)~~cash ~~combined~~flows ~~with~~for the ~~intercepts~~years ~~from~~ended ~~the~~January ~~2005~~31, ~~drilling~~2013 ~~program~~and in2012, and the ~~“A”~~cumulative since ~~resource~~December ~~indicate~~21, ~~potential~~2001 ~~for~~(inception) ~~dramatic increases~~ to ~~the~~January ~~historic~~31, ~~resources. Drilling~~2013, inand the ~~north~~statement ~~central~~of ~~area~~stockholder’s ~~also~~equity ~~provided~~since ~~new~~December ~~evidence~~21, ~~for increasing resources~~ 2001 (~~H0609 and 0610~~inception). ~~The~~to ~~interpretation~~January of31, ~~the~~2013. ~~2006~~These ~~drilling~~financial ~~results~~statements ~~also~~are ~~suggests faults previously believed to dip to~~ the ~~east~~responsibility ~~may~~of ~~roll to~~ the ~~west~~Company's atmanagement. ~~relatively~~Our ~~shallow~~responsibility ~~depth. This~~is ~~finding~~to ~~coupled~~express ~~with~~an ~~the~~opinion ~~potential~~on ~~for~~these ~~increase~~financial ofstatements ~~near-surface~~based ~~resources~~on ~~indicates~~our ~~changes are necessary to the exploration philosophy at Hercules~~audit.

ItWe isconducted ~~recommended~~our ~~that~~audits ~~future~~in ~~drill~~accordance ~~programs~~with ~~concentrate~~the standards onof ~~further~~the ~~development~~Public ofCompany ~~the~~Accounting ~~shallow~~Oversight ~~resources~~Board on(United ~~both~~States). ~~the~~Those ~~east~~standards require that we plan and ~~west~~perform ~~sides~~the audit ofto obtain reasonable assurance about whether the ~~known~~financial ~~structures~~statements are free of material misstatement. ~~Previously,~~ ~~the~~The ~~historic~~Company ~~drilling~~is ~~had~~not required ~~concentrated~~to onhave, ~~the~~nor ~~east~~were ~~side~~we ofengaged ~~the~~to ~~structures~~perform, ~~defining~~an ~~the~~audit ~~shallow~~of ~~resources~~its ininternal ~~“A”~~control ~~through~~over ~~“C”~~financial reporting. ~~This~~ ~~historic~~Our ~~work~~audit ~~has~~included consideration ~~outlined~~of ~~approximately~~internal ~~four~~control ~~and~~over financial reporting as a ~~half~~basis ~~million~~for ~~tons~~designing ofaudit ~~material~~procedures ~~hosting~~that ~~over~~are ~~150~~appropriate in the circumstances,~~000~~ ~~ounces~~but not for the purpose of ~~gold. Metallurgical~~expressing ~~work~~an ~~completed~~opinion inon the ~~mid~~effectiveness toof ~~late~~the ~~1980~~company’s ~~suggests~~internal ~~+87%~~control ~~recoveries~~over financial ~~from~~reporting. ~~cyanide~~Accordingly, ~~leaching~~we ofexpress ~~the~~no ~~near~~such ~~surface~~opinion. An audit also includes examining, ~~oxidized~~on ~~material~~a ~~within~~test ~~these~~basis, ~~resource~~evidence ~~areas. The~~supporting the ~~historic~~amounts ~~drilling~~and ~~was~~disclosures ~~eventually~~in ~~halted~~the ~~due~~financial tostatements, assessing the ~~declining~~ ~~gold~~accounting ~~price~~principles used and ~~insolvency~~significant ofestimates made by management, as well as evaluating the ~~company~~overall ~~involved~~financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~The~~In ~~recent~~our ~~holes~~opinion, ~~drilled in~~ the ~~2005~~financial ~~and~~statements ~~2006 exploration programs initiated by AGFL suggest further near-surface resources are likely~~ referred to beabove ~~developed~~present ~~within~~fairly, ~~the~~in ~~“A”~~all ~~through~~material ~~“C” Resource areas~~respects, the ~~West~~financial ~~Cliffs~~position ~~hanging~~of ~~wall~~Goldfields ~~and~~International, ~~the~~Inc. ~~central~~(formerly ~~core~~American Goldfields, ~~between these two areas~~Inc. ~~The~~) ~~topography~~(an isexploration ~~relatively~~stage ~~flat~~company) ~~allowing~~as ~~for~~of anJanuary ~~inexpensive~~31, ~~shallow~~2013 ~~drilling~~and ~~program. This~~2012 ~~type~~and ofthe ~~drilling~~results ~~could~~of ~~quickly~~its ~~expand~~operations ~~the~~and ~~current~~its ~~resources. Further~~cash flows ~~resources~~for ~~may~~the ~~also~~years beended ~~developed~~January ~~north~~31, of2013 ~~West~~and ~~Cliffs~~2012 ~~where~~and the ~~zone~~cumulative ~~has~~since ~~either~~December ~~been~~21, ~~poorly~~2001 ~~drilled~~(inception) orto ~~had~~January no31, ~~drilling~~2013, in atconformity ~~all. It~~with isaccounting ~~likely~~principles ~~that~~generally ~~this~~accepted ~~type~~in ofthe ~~exploration~~United ~~program~~States ~~will~~of ~~more than double the current resources~~America.

~~Drilling~~The toaccompanying ~~depth~~financial onstatements ~~the~~have ~~structural~~been prepared ~~zones~~assuming ~~remains~~that athe ~~significant~~Company ~~target~~will ~~for~~continue ~~developing~~as ~~high~~a ~~grade~~going ~~resources~~concern. atAs ~~depth. Because~~discussed ofin Note 2 to the ~~interpretation~~financial ofstatements, the ~~deeper~~Company has ~~drill~~suffered ~~holes~~recurring ~~completed~~losses ~~during~~from ~~this~~operations, ~~program~~has no revenues, itand is ~~recommended~~dependent ~~that~~upon ~~the~~obtaining ~~next~~adequate ~~set~~financing ofto ~~deep~~fulfill ~~holes~~its exploration onactivities. ~~the~~These ~~property~~factors ~~should~~raise besubstantial ~~drilled~~doubt ~~from~~about ~~west~~its ability to ~~east~~continue onas ~~the~~a ~~northeastern~~going ~~veins~~concern. ~~within~~Management’s plans ~~the~~in ~~“B”~~regard to ~~“C”~~these ~~resource~~matters ~~areas. The~~are ~~interpretation~~also ofdescribed ~~the~~in ~~recent~~Note ~~drilling~~2. ~~suggests~~The ~~that~~financial ~~the~~statements ~~veins~~do ~~may~~not ~~roll~~include ~~over~~any ~~developing~~adjustments ~~dips~~that ofmight result ~~near~~from ~~vertical~~the tooutcome ~~westerly at depths~~ of ~~less~~this ~~than 500 feet~~uncertainty.

21/s/ Robison, Hill & Co.

~~Fritz~~Certified ~~Geophysics~~Public has commented on the previous geophysical programs in the Hercules area. An IP survey was carried out over the northern part of the property position in the late 1980’s. Thick interbeds of mudstone confused the interpretations of this survey. Geophysics may be warranted over the southern end of the property where drilling has shown the volcanic units to be thicker. This is especially true in the West Ridge area where a relatively thick zone of silicification has been identified under alluvial cover.Accountants

~~CORTEZ~~Salt ~~PROPERTY~~Lake City, Utah

On February 28, 2005, the Company entered into an agreement with MinQuest for an option to acquire a 100% interest in properties known as the “Crescent Fault Property,” the “Bankop Property,” and the “Bullion Mountain Property” (collectively, the “Cortez Property”). Concurrent with the signing of the agreement, the Company made the first property option payment of $65,000. The agreement requires certain additional minimum annual property option payments totaling $445,000 and minimum annual exploration expenditures totaling $1,150,000 to be paid or incurred by February 15, 2010. The agreement is subject to a 3% royalty payable to MinQuest. In addition, the Company is required to use MinQuest for exploration activities undertaken on the properties. On May 29, 2006 by way of a letter agreement, the Company and MinQuest agreed to adjust the timing of exploration expenditures such that an aggregate amount of approximately $250,000 was to be spent by September 1, 2006. On April 2125, 2009 MinQuest granted the Company a one year extension on its Cortez property obligations. The result is that the $75,000 property option payments due on February 26, 2009 is now due February 26, 2010 and the $250,000 due on February 26, 2010 is now due February 26, 2011. The annual property expenditure requirement of $300,000 required to be incurred by February 26, 2009 is now due to be incurred by February 26, 2010 and the $250,000 due February 26, 2010 is now due to be incurred by February 26, 2011.2013

As of March 11, 2010, the Company had made the initial option payment of $65,000 due on signing as well as the $50,000, $40,000 and the $30,000 option payments due in February of 2008, 2007 and 2006 respectively. In addition the Company has incurred approximately $242,900 in exploration expenditures on the property, but had a shortfall of approximately $207,100 to meet its exploration commitment. As a result of the extension granted by MinQuest, this amount was due to be incurred by February 26, 2010.16

OnGoldfields ~~March~~International ~~11, 2010, the Company entered into an Assignment Agreement with its wholly owned subsidiary, Goldmin Exploration~~ Inc., a Nevada corporation (“Goldmin”), to assign the exclusive option to an undivided right, title and interest in the Crescent Fault, Bankop and Bullion Mountain, collectively named the Cortez property to Goldmin. Pursuant to the Agreement, Goldmin assumed the rights, and agreed to perform all of the duties and obligations, of the Company arising under the Cortez Property Option Agreement. Included in the assignment were, without limitation, all sums incurred by American Goldfields in connection with the Cortez property, specially the $242,900 of exploration expenditures incurred by American Goldfields prior to the Assignment Agreement. Goldmin has not made the indicated option payments and incur the exploration expenditures, when demanded and therefore is in jeopardy of losing its interest in the property.

On(formerly ~~December~~American 09Goldfields, ~~2010, the Company and its’ subsidiary chose to terminate the Cortez Property Option Agreement by giving MinQuest written notice to terminate~~Inc. ~~The Company and its’ subsidiary do not maintain any further rights, interests, or obligations in the property~~).

22(An exploration stage company)

~~CRESCENT~~Consolidated ~~FAULT~~Balance ~~PROPERTY~~Sheets

Description and Location of the Crescent Fault Property

	January 31,
	2013			2012
ASSETS
Current assets
Cash	$	34,295		$	5,062
Prepaid expenses		15,000			-
Total current assets		49,295			5,062

Long-term assets
Reclamation Deposits		41,800			41,800

Total assets	$	91,095		$	46,862


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	12,100		$	39,215
Loans payable		50,000			50,000
Accrued interest - loan payable		3,752			1,626
Total current liabilities		65,852			90,841

Stockholders' equity

Preferred stock, par value $0.001, 100,000,000 share authorized no shares issued or outstanding at January 31, 2013 and 2012		-			-
Common stock: par value $0.001, 600,000,000 shares authorized, 59,873,858 and 213,558 shares issued and outstanding at January 31, 2013 and 2012, respectively		59,874			214
Additional paid-in capital		4,171,590			4,028,650
Deficit accumulated during the exploration stage		(4,206,221	)		(4,072,843	)
Total stockholders’ equity		25,243			(43,979	)

Total liabilities and stockholders’ equity	$	91,095		$	46,862

The ~~Crescent~~accompanying ~~Fault~~notes ~~Property is located in Eureka County, Nevada and consists of 33 unpatented claims. Access to the property is via paved highway and graded gravel road. Land claims in the district~~ are ~~administered~~an ~~under~~integral ~~Department~~ part of ~~Interior,~~these ~~Bureau~~financial of Land Management (“BLM”) under the Federal Land Policy and Management Act of 1976. All claims are held by Desert Pacific Exploration (‘DPE’) and under a Letter Agreement dated February 26, 2005 MinQuest acquired the rights to the claims comprising the Crescent Fault Property from DPE. The Letter Agreement allows MinQuest to assign its interest to third parties.statements

~~Exploration History of the Crescent Fault Property~~17

~~The~~Goldfields ~~Crescent~~International ~~Fault Property was explored by Homestake from 1983 to 1986, Noranda from 1992 to 1994, and North Mining from 1995 to 1996~~Inc. Past exploration includes considerable rock chip sampling, geologic mapping, and drilling. Clastic sediments have been silicified and argillized along a range front fault zone. Drilling has tested part of the range front and some of the down dropped section.

~~Drilling~~(formerly ~~has~~American ~~intersected~~Goldfields, ~~significant sphalerite and galena~~Inc. The lead-zinc mineralization appears to be related to epidote-chlorite skarn. The drilling has focused on testing the surface expression of pyritic jasperoid and quartz veining developed within parallel to sub-parallel faults to the range front. Potential down dropped sections of mineralization may exist under alluvial cover. Outcrops of jasperoid are developed along low angle thrust faults and high angle shear zones. Tertiary age dikes have been noted along high angle faults trending northwesterly.)

~~Geology~~(An ofexploration ~~the~~stage ~~Crescent Fault Property Mineral Claims~~company)

~~The~~Consolidated ~~property~~Statement ~~was discovered while prospecting along the Crescent fault. One short adit and a few small prospect pits were the only evidence~~ of ~~previous exploration efforts prior to the first drill holes. The drilling has focused along the range front, intersecting significant alteration and mineralization.~~Operations

The regional geology consists of a package of Pennsylvanian to Permian carbonate to siliciclastic sediments. This sediment package has been intruded by a possible Cretaceous granodiorite to porphyry rhyolite. The range front has had both strike-slip and dip-slip movement, down dropped along the Crescent fault. Placer Dome has determined the strike-slip movement to be up to 1 mile in an east-northeasterly direction. Many parts of the Crescent fault have been down dropped over 1000 feet under alluvial cover. In the vicinity of the property, drilling and geophysical data indicate a shelf of bedrock has been preserved at depths ranging from 250 to 400 feet deep for up to 1000 feet from the fault zone. Potential for a preserved portion of mineralized bed rock at reasonable depth is very good.

							Inception
	Years Ended January 31,						December 21, 2001 to
	2013			2012			January 31, 2013
Revenue	-			-			-

Expenses
Mineral acquisition and exploration expenditures	$	50,000		$	-		$	2,830,525
Office and Sundry		1,824			3,302			544,470
Rent		-			-			29,018
Professional fees		14,555			25,569			297,616
Administrative fees		60,000			25,045			85,045
Transfer agent fees		2,968			1,085			10,498
Amortization		-			-			18,000
Interest		2,126			1,626			4,822
Directors Fees		-			10,600			49,754
Consulting Fees		1,920			-			584,947
Total expenses		133,393			67,227			4,454,695

Loss from operations		(133,393	)		(67,227	)		(4,454,695	)

Other income (expenses)
Foreign currency translation		15			(51	)		(36	)
Gain on disposal of mineral properties		-			-			236,745
Interest income		-			-			11,765
Total other income (expenses)		15			(51	)		248,474

Net Loss for the period	$	(133,378	)	$	(67,278	)	$	(4,206,221	)

Loss per share of common stock basic and diluted	$	(0.00	)	$	(0.32	)

Weighted averages shares outstanding basic and diluted		30,091,870			213,558

~~Tertiary~~The ~~volcanoclastics~~accompanying onnotes ~~the eastern part of the property~~ are ~~altered~~an ~~and~~integral ~~quartz veined along strike~~ part of ~~the~~these ~~fault.~~financial Jasperoid shows slickensides indicating two movements, one down dropped and one left lateral. Low angle faulting was noted near the top of the ridge and has been down faulted along the range front, in the next section west. The low angle faulting is represented by Ordovician chert and quartzite thrust over Pennsylvanian carbonate. North to northwest trending faults bisect the range front fault zone, down dropping and offsetting mineralization in several areas. Possible Tertiary age dikes and sills have intruded and healed several northwesterly faults and the crescent fault zone. These dikes are argillized, iron stained and in a few places, quartz veined.statements

2318

~~The~~Goldfields ~~property~~International ~~covers a well defined zone of alteration exposed along the range front fault zone bounding the southeast portion of Crescent Valley~~Inc. The alteration is composed of jasperoid, decalcified limestone, silicified shale, and quartz veining filling faults and fractures in intrusive rocks and siliciclastic sediments. Tertiary age dikes have intruded the sediments and older intrusive rocks, generally following a northwesterly trend. Alteration zones carry low values in gold, silver and copper along with minor elevations of trace elements typically identified in other disseminated gold deposits of the area. The jasperoid is vuggy with weak, erratic gold and anomalous arsenic, mercury and antimony on the surface.

~~The~~(formerly ~~Jasperoid~~American ~~target dips northwesterly under alluvium~~Goldfields, ~~paralleling the Crescent Fault~~Inc. ~~Drilling has intercepted relatively shallow bedrock under the alluvium, but no gold has been encountered to date. Extensions of the zone will be mapped and sampled to further define this target area.~~)

~~Skarn~~(An ~~mineralization~~exploration isstage hidden. Skarn is weakly developed and spotty throughout the area. Drilling has encountered high grade gold and base metals in carbonate rocks. Mapping of alteration phases may better define the Skarn target. At present, the best potential target is a blind skarn zone with high-grade gold potential.company)

~~Current~~Consolidated ~~State~~Statement of ~~Exploration~~Stockholders’ Equity

On December 09, 2010, the Company and its’ subsidiary chose to terminate the Cortez Property Option Agreement by giving MinQuest written notice to terminate. The Company and its’ subsidiary do not maintain any further rights, interests, or obligations in the property and will not engage in exploration of it going forward.

	Common Stock
	Number of Shares			Par Value			Additional Paid-in Capital			Deficiency Accumulated During the Exploration Stage			Total Stockholders' (Deficit) Equity

Shares issued for cash on Incorporation at $0.001 per share		360,000		$	360		$	5,640		$	-		$	6,000
Shares issued for cash at $3.00 per share on January 31, 2002		179,232			179			89,392			-			89,571
Net loss for the period		-			-			-			(10,745	)		(10,745	)
Balance, January 31, 2002		539,232			539			95,032			(10,745	)		84,826

Net loss for the year		-			-			-			(54,598	)		(54,598	)
Balance, January 31, 2003		539,232			539			95,032			(65,343	)		30,228

Net loss for the year		-			-			-			(28,366	)		(28,366	)
Balance, January 31, 2004		539,232			539			95,032			(93,709	)		1,862

Contributions by shareholders		-			-			4,543			-			4,543
Cancellation of common shares on March 31, 2004		(300,000	)		(300	)		300			-			-
Stock-based compensation		-			-			61,200			-			61,200
Exercise of common stock options		15,000			15			89,985			-			90,000
Private placement, common share issuances for cash at $2.50 per unit on November 4,2004		4,036			4			1,008,996			-			1,009,000
Net loss for the year		-			-			-			(325,261	)		(325,261	)
Balance, January 31, 2005		258,268			258			1,260,056			(418,970	)		841,344

Exercise of common stock options		750			1			4,499			-			4,500
Stock-based compensation		-			-			1,302,400			-			1,302,400
Net loss for the year		-			-			-			(1,819,720	)		(1,819,720	)
Balance, January 31, 2006 carried forward		259,018			259			2,566,955			(2,238,690	)		328,524

Cancellation of common stock on July 12, 2006		(30,000	)		(30	)		(29,970	)		-			(30,000	)
Cancellation of common stock on July 14, 2006		(30,000	)		(30	)		(29,970	)		-			(30,000	)
Exercise of common stock options		4,000			4			479,996			-			480,000
Stock-based compensation		-			-			195,600			-			195,600
Net loss for the year		-			-			-			(692,299	)		(692,299	)
Balance, January 31, 2007		203,018			203			3,182,611			(2,930,989	)		251,825

Private placement, common share issuances for cash at $64 per unit on December 6, 2007		3,125			3			199,997			-			200,000
Exercise of common stock options		3,750			4			199,496			-			199,500
Stock-based compensation		-			-			187,800			-			187,800
Net loss for the year		-			-			-			(955,613	)		(955,613	)
Balance, January 31, 2008		209,893			210			3,769,904			(3,886,602	)		(116,488	)

~~Paved~~The ~~roads~~accompanying ~~come~~notes ~~within~~are 5an ~~miles~~integral part of ~~the~~these ~~property~~financial and well maintained gravel roads provide access within 1,000 feet of the property boundary. A dirt road is in place and provides adequate access throughout the property. All currently proposed drilling can be done without further road building. . The Company and its’ subsidiary do not have any further rights, interests, or obligations in this property no further exploration is planned.statements

~~Geological Exploration Program~~19

~~Potential~~Goldfields ~~exists~~International ~~for the existence of relatively high-grade gold~~Inc. The exploration completed to date has identified mineralization within fault zones parallel to the range front fault. Sampling has indicated weakly anomalous gold values exist over 12,000 feet of strike length. In 2005 the Company initiated a program of geophysical and geochemical surveys over the pediment area along strike of the mineralization. The surveys were following up on the observations of previous geophysicists and drill-hole data from former property owners suggesting shallow pediment. Five CSMT (Controlled Source Magneto Telluric) survey lines were collected to determine changes in lithology and potential parallel faulting to the main Crescent Fault.

~~Also~~(formerly inAmerican 2005 a reconnaissance auger sampling program was designed to test for concealed gold mineralization in pediment cover. The auger holes were positioned 30 meters apart along each line and the lines were separated about 300 meters apartGoldfields, perpendicular to the range front. The holes tested the caliche layer developed within transported material. Gold mineralization is known to leak from sources below and become entrapped in the caliche layer. This system is not widely used but is proven technology in finding buried gold deposits in desert environments in both Nevada and Australia. It has been successful in finding at least two gold deposits in the Battle ~~Mountain area~~Inc.)

24(An exploration stage company)

AConsolidated ~~total~~Statement of ~~175~~Stockholders’ Equity ~~samples~~– ~~were collected along 9 widely separated lines. The samples were tested for calcium carbonate on site and 31 elements in the ALS/Chemex lab. No gold was identified in any of the samples.~~continued

The 2005 program of CSMT and auger drilling did not identify any significant drill targets within the pediment zone. The topography is too steep to effectively conduct geophysical surveys to identify new drill targets on the rest of the property. However, the original drill targets still remain.

	Common Stock
	Number of Shares		Par Value		Additional Paid-in Capital		Deficiency Accumulated During the Exploration Stage			Total Stockholders' (Deficit) Equity

Exercise of share purchase warrants in		3,125		3		218,747		-			218,750
February and March 2008
Net loss for the year		-		-		-		(32,507	)		(32,507	)
Balance, January 31, 2009		213,018		213		3,988,651		(3,919,109	)		69,755

Net loss for the year		-		-		-		(75,126	)		(75,126	)
Balance, January 31, 2010		213,018		213		3,988,651		(3,994,235	)		(5,371	)

Exercise of share purchase warrants in March 2010		541		1		39,999		-			40,000
Net loss for the year		-		-		-		(11,330	)		(11,330	)
Balance, January 31, 2011		213,558		214		4,028,650		(4,005,565	)		23,299

Net loss for the year		-		-		-		(67,278	)		(67,278	)
Balance, January 31, 2012		213,558	$	214	$	4,028,650	$	(4,072,843	)	$	(43,979	)

Private placement on 2/22/2012		130,000		130		129,870		-			130,000
Stock issued for severance payments		5,300		5		10,595		-			10,600
Private placement on August 1, 2012		24,500,000		24,500		-		-			24,500
Issuance of stock for property option agreement		35,000,000		35,000		-		-			35,000
Exercise of stock option		25,000		25		1,225		-			1,250
Stock-based compensation		-		-		1,250		-			1,250
Net loss for the year		-		-		-		(133,378	)		(133,378	)
Balance, January 31, 2013		59,873,858	$	59,874	$	4,171,590	$	(4,206,221	)	$	25,243

The ~~exploration~~accompanying ~~contractor~~notes ~~has made several recommendations to the Company. Amongst the recommendations~~ are ~~that~~an atintegral ~~least one drill hole should be spotted to intersect the favorable host rocks at a depth~~ part of ~~300~~these ~~meters~~financial and a second hole should be placed to twin the original drill hole that intersected 4 g/t gold. This hole would determine the alteration type and structural control of the mineralization. It has also been recommended that 5 additional drill holes be targeted at areas of gold in rock chip that have yet to be drill tested. Offsetting known mineralization in previous drilling is also highly recommended.statements

The Crescent Fault Property forms part of the Cortez Property and as such is covered by the Cortez Property Option Agreement such that annual minimum property expenditures can be incurred on any of the three properties making up the Cortez Property. Based on an evaluation of the previous work undertaken on the Cortez Property and based upon recommendations from MinQuest, the Company elected to conduct a drill exploration program on the Bankop Property in 2006 in order to meet the Company’s exploration expenditure commitments under the Cortez Property Option Agreement. As a result, the Company did not undertake an exploration program on the Crescent Fault claims in 2006.20

~~For~~Goldfields ~~2007~~International ~~the Board of Directors has approved a budget of $150,000 for the Crescent Fault Property~~Inc. ~~The exploration plan includes drilling three or four holes for a total of 2,000 feet. The work was not completed.~~

~~BANKOP~~(formerly ~~PROPERTY~~American Goldfields, Inc.)

~~Description~~(An ~~and~~exploration ~~Location~~stage ~~of the Bankop Property~~company)

~~The~~Consolidated ~~Bankop~~Statement ~~Property is located in eastern Lander County, Nevada, approximately 40 kilometers (25 miles) southeast~~ of ~~Battle~~Cash Mountain and six kilometers (4 miles) northwest of the Pipeline Mine. The property consists of 24 unpatented mining claims. Land claims in the district are administered under Department of Interior, Bureau of Land Management (“BLM”) under the Federal Land Policy and Management Act of 1976. All claims are held by Desert Pacific Exploration (‘DPE’) and under a Letter Agreement dated February 26, 2005 MinQuest acquired the rights to the claims comprising the Bankop Property from DPE. The Letter Agreement allows MinQuest to assign its interest to third parties.Flows

Exploration History of the Bankop Property

							Inception
	Years Ended January 31,						December 21, 2001 to
	2013			2012			January 31, 2013

Cash flows from operating activities
Net loss for the period	$	(133,378	)	$	(67,278	)	$	(4,206,221	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		1,250			-			1,730,250
Shares issued for property acquisition		35,000						35,000
Amortization of web-site development costs		-			-			18,000
Changes in operating assets and liabilities:
Change in prepaid assets		(15,000	)					(15,000	)
Change in accounts payable and accrued liabilities		(16,515	)		4,045			27,243
Change in accrued interest		2,126			1,626			3,752
Net cash flows from operating activities		(126,517	)		(61,607	)		(2,406,976	)

Cash flows from financing activities
Proceeds from note payable		-			50,000			50,000
Issue of common stock		154,500			-			1,459,071
Proceeds from the exercise of warrants		-			-			258,750
Proceeds from the exercise of common stock options		1,250			-			775,250
Redemption of common shares		-			-			(60,000	)
Net cash flows from operating activities		155,750			50,000			2,483,071

Cash flows from investing activities
Reclamation deposit		-			-			(41,800	)
Net cash flows from investing activities		-			-			(41,800	)

Increase (decrease) in cash		29,233			(11,607	)		34,295
Cash, beginning of period		5,062			16,669			-

Cash, end of period		34,295			5,062			34,295

Noncash investing and financing activities:
Stock issued for severance payments	$	10,600		$	-		$	10,600

Interest and income taxes paid:	$	-		$	-		$	-

~~There~~The ~~has~~accompanying ~~been~~notes noare ~~production~~an ~~from~~integral ~~the~~part of ~~Bankop~~these ~~claims.~~financial statements

Historic prospect pits, adits, and shafts occur throughout the low lying hills of the area. The property has seen recent exploration efforts beginning as early as 1965. Exploration companies involved included U.S Mining and Exploration Company, Inc., Phelps Dodge, Inc., Placer Amex, Inc., Cyprus Exploration Company, Homestake Mining Company, U.S Borax, Placer Dome U.S. Inc., Noranda Exploration, Inc. (Hemlo Gold, Inc.), Uranerz U.S.A., Inc. and Minorca Resources Inc. This very large volume of geologic information is an extremely valuable tool for further study of the property.21

25Goldfields International Inc.

~~Geology~~(formerly off/k/a, ~~the~~American ~~Bankop Mineral Claims~~Goldfields Inc.)

~~Regionally, the Utah Camp property is situated within the Battle Mountain-Eureka Trend, a northwest striking 30 to 40 mile wide~~ (45An toexploration 60stage kmcompany) belt of mostly Paleozoic rocks which are intruded by numerous Cretaceous to Tertiary age intrusives. All bedrock mapped to date on the Bankop property is Upper Plate fine-grained clastic rocks. Although these rocks are dominated by siliceous lithologies, they do contain an appreciable thickness of carbonate-rich rocks. Deep drilling by Uranerz contains thick sections of calcareous siltstone within the Valmy. Calcareous sandstones make up a significant portion of the middle Elder Formation. Both of these rock types are good host rocks for Carlin style mineralization.

ANotes ~~significant~~to ~~portion of~~ the ~~property~~Consolidated isFinancial covered by Quaternary alluvium. Outcrop is normally sparse, except where thick sections of quartzite occur. Colluvial cover is relatively thick once the break in slope is reached traversing from ridge top to valley.Statements

~~Besides~~January ~~the bedding plane faults associated with thrust slices~~31, several high angle faults have been mapped. The dominant trend is northeast and the next most abundant trend is northwest. East-west high angle structures are most common in the southern portion of the property.2013

~~Mineralization~~Note ~~occurring within the property is gold associated with arsenic and mercury~~1. Organization ~~The main alteration type is clay,~~ and ~~therefore,~~Nature it is rare for the mineralization to outcrop. Instead it is usually found in topographic lows. Bulldozer work has exposed decalcified sandstone. This and several other gold anomalies in rocks and soils within the property are indications of ~~Carlin style mineralization. Significant gold intercepts of Carlin style mineralization occur around a bulldozer trench. Several holes drilled in this area have shown mineralization. All of~~ the ~~above holes were drilled vertically.~~Business

AGoldfields ~~number~~International ofInc. ~~companies~~(formerly, ~~have~~American Goldfields ~~explored~~Inc.) ~~for~~(the ~~Carlin~~“Company” ~~style~~or ~~systems~~“we”) ~~within~~together ~~the~~with ~~property~~its wholly-owned subsidiary Goldmin Exploration Inc. ~~Although~~(“Goldmin”), ~~these~~are ~~efforts~~a ~~provide~~natural anresource ~~excellent~~exploration ~~database~~stage ~~for~~company ~~further~~engaged ~~studies~~in ~~they~~the ~~failed~~acquisition toand ~~define~~exploration orof ~~test~~properties for adeposits ~~single~~of ~~feeder~~gold ~~structure~~or silver. ~~Because~~We ~~the~~were ~~property~~incorporated ison ~~underlain~~December by21, ~~upper~~2001 ~~plate~~under ~~rocks~~the ~~not~~laws ~~known~~of tothe ~~host~~State ~~large~~of ~~gold~~Nevada. ~~deposits~~Since ~~elsewhere~~then, we have engaged primarily in the ~~district,~~acquisition ~~the~~and ~~emphasis~~exploration ~~has~~of ~~been~~mining oninterests ~~deep~~in ~~drilling~~properties tothat ~~test~~may ~~lower~~potentially ~~plate~~have ~~carbonate~~deposits of ~~rocks. Without~~gold anand ~~associated~~silver. ~~feeder~~To ~~fault~~date, ~~this~~we ~~effort~~have ~~will~~not beearned ~~fruitless~~any revenues.

~~Current~~Goldmin was incorporated in the State of ~~Exploration~~Nevada on March 10, 2010 and has no assets or liabilities.

On ~~December~~March 099, ~~2010~~2012, the Company and ~~its~~a majority of the Company’s ~~subsidiary~~stockholders ~~chose~~authorized a name change and a 1:100 reverse stock split of our common stock. On May 7, 2012, the Company filed an Amendment to ~~terminate~~the Articles of Incorporation reflecting a name change to Goldfields International Inc. and the implementation ~~Cortez~~to ~~Property~~effect ~~Option~~a ~~Agreement~~one-for-one-hundred ~~which~~reverse ~~includes~~stock split with all fractional shares being rounded up to the ~~Bankop~~nearest ~~claims~~whole share (the “Reverse Split”). The ~~Company~~Reverse ~~and~~Split ~~its’~~was ~~subsidiary~~declared doeffective ~~not~~by ~~maintain~~the ~~any~~Financial ~~further~~Industry ~~rights,~~Regulatory ~~interests,~~Authority (“FINRA”) oron ~~obligations~~June in7, ~~the~~2012. ~~property~~All share and ~~will~~per ~~not~~share ~~engage~~amounts inhave ~~exploration~~been ofretrospectively itrestated ~~going~~to ~~forward~~reflect the Reverse Split.

~~Geological~~Note ~~Exploration~~2. Going ~~Program~~Concern Considerations

The ~~work~~accompanying ~~program~~consolidated ~~undertaken~~financial bystatements have been prepared assuming the Company inwill ~~2005~~continue ~~included~~as ana ~~auger~~going ~~program~~concern. As ~~that~~shown ~~grid-sampled~~in the ~~entire~~accompanying ~~claim~~consolidated financial ~~block~~statements, ~~with~~the 30Company byhas ~~300~~incurred ~~meter~~a ~~centers. This~~net ~~program~~loss ~~was~~of ~~successful~~$4,206,221 infor ~~further defining~~ the ~~trend~~period ~~and~~from ~~extent~~December of21, ~~gold~~2001 ~~mineralization~~(inception) ~~and~~to ~~identifying~~January 31, ~~four~~2013, ~~other~~and ~~gold~~has ~~anomalies~~no ~~elsewhere on the property~~sales. The ~~reconnaissance~~future ~~auger~~of ~~sampling~~the ~~program~~Company ~~was~~is ~~designed~~dependent toupon ~~further~~its ~~extend~~ability ~~the~~to ~~known~~obtain ~~gold~~financing ~~anomaly~~ and ~~potentially~~upon ~~identify~~future profitable aoperations ~~widening~~from of the ~~gold~~development ~~zone. Areas~~ of ~~blossoming~~its ~~gold~~mineral ~~anomalies~~properties. Management ~~may~~is ~~suggest~~seeking ~~structural~~additional ~~intersections~~capital ~~that~~through an ~~should~~equity ~~be drill tested~~financing. The ~~auger~~consolidated ~~holes~~financial ~~were~~statements ~~positioned~~do 30not ~~meters~~include ~~apart~~any ~~along~~adjustments ~~each~~relating ~~line~~to the recoverability and ~~lines~~classification ~~were~~of ~~separated~~recorded ~~about~~assets, ~~200~~or ~~meters apart. The holes penetrated~~ the ~~loess~~amounts ~~cover~~of inand ~~almost~~classification ~~every~~of ~~instance~~liabilities ~~and~~that ~~collected~~might ~~soil~~be ~~and/or~~necessary ~~rock~~in ~~from~~ the ~~bottom of~~ event the ~~hole. Depths~~Company ofcannot ~~penetration~~continue ~~ranged~~in ~~from less than 0~~existence.~~3 meters to over 7 meters.~~

26Note 3. Significant Accounting Policies

~~Gold~~Basis ~~values were generally widespread within the south half~~ of the property. High grade values were encountered along several lines. The best value was collected from Line D near the middle of the traverse. A compilation of rock, soil, auger and drill geochemistry for gold indicates three anomalous areas with multiple sample sites and two single point anomalies. The anomalous areas range from 600 by 150 meters to 30 by 30 meters.Presentation

AThe ~~second~~consolidated ~~gold~~financial ~~anomaly~~statements ~~was~~have been ~~identified~~prepared onin ~~the~~accordance ~~southern~~with ~~portion~~accounting ofprinciples generally accepted in the ~~claim~~United ~~block. This~~States ~~zone~~of ~~trends~~America ~~northerly~~(“US GAAP”) and ispursuant ~~600~~to ~~meters~~the ~~long~~rules and ~~150~~regulations ~~meters~~of ~~wide. The~~the ~~zone~~Securities isand ~~hosted~~Exchange ~~partly~~Commission ~~within~~ (the ~~Ordovician Valmy quartzite~~“SEC”). A ~~brecciated~~These ~~fault~~consolidated financial ~~zone~~statements ~~defines~~include the ~~contact~~accounts ~~between~~of the ~~Valmy~~Company and ~~Elder~~its ~~Formations. Gold~~wholly-owned ~~values are elevated along this fault zone~~subsidiary. ~~However~~Collectively, ~~the~~they ~~fault~~are isreferred to ~~oblique~~herein toas “the ~~sample~~Company”. Inter-company ~~lines~~accounts and ~~has~~transactions ~~limited~~have ~~coverage~~been ~~by the auger survey~~eliminated.

AExploration ~~third~~Stage gold anomaly was identified by Uranerz, but missed by the Auger survey. The anomaly is represented by two sample sites that fall midway between lines A and B on the northern portion of the claim block.Activities

~~During~~The ~~2006 the~~ Company ~~conducted~~has abeen ~~drill program that was completed~~ in ~~January 2007. A total of seven holes covering 2,440 feet of~~ the ~~initially~~exploration ~~planned~~stage since ~~3,000~~its ~~feet~~formation ofand ~~drilling~~has ~~were~~not ~~completed~~yet onrealized ~~the~~any ~~Property. The~~revenues ~~drilling~~from ~~was~~its ~~terminated~~planned ~~early because of extreme winter weather causing equipment failure~~operations. ~~The~~It ~~2006~~is ~~drill~~primarily ~~program~~engaged onin the acquisition ~~Bankop~~and ~~Property~~exploration ~~was designed to test the expression~~ of ~~surface~~mining ~~gold values discovered in the previous work programs at relatively shallow depths~~properties. ~~The~~Upon ~~surface~~location ~~expression~~ of ~~the~~a ~~gold~~commercial ~~values~~minable ~~indicates at least three separate targets variously named the South~~reserve, ~~Central and East Targets. The South and Central targets were drill-tested to determine~~ the ~~strike and extent of faulting that presumably controlled the gold deposition at surface. The~~ Company ~~determined not~~ expects to ~~undertake~~actively anprepare ~~exploration program on~~ the ~~Bankop~~site ~~portion~~for ofits ~~the~~extraction ~~Cortez~~and ~~property~~enter ina ~~2007~~development stage.

The Bankop Property forms part of the Cortez Property and as such is covered by the Cortez Property Option Agreement such that annual minimum property expenditures can be incurred on any of the three projects making up the Cortez Property. Based on an evaluation of the previous work undertaken on the Cortez Property and based upon recommendations from MinQuest, the Company elected to conduct a drill exploration program on the Crescent Fault Property in 2007 in order to meet the Company’s exploration expenditure commitments under the Cortez Property Option Agreement. Because of other commitments the 2007 program has not been conducted.22

~~BULLION MOUNTAIN PROPERTY~~Estimates

~~Description~~The preparation of the Company’s consolidated financial statements requires management to make estimates and ~~Location~~use assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. On an on-going basis, the ~~Bullion~~Company ~~Mountain~~evaluates ~~Property~~its estimates. Actual results and outcomes may differ materially from these estimates and assumptions.

~~The~~Cash ~~Bullion Mountain Property is located in Lander County, Nevada within T29N, R46E~~ and ~~consists~~Cash of 18 mining claims. A portion of the claims is made up of the Bully and Chief groups of claims. Access is via gravel road south from Battle Mountain Land claims in the district are administered under Department of Interior, Bureau of Land Management (“BLM”) under the Federal Land Policy and Management Act of 1976. All claims are held by Desert Pacific Exploration (‘DPE’) and under a Letter Agreement dated February 26, 2005 MinQuest acquired the rights to the claims comprising the Bullion Mountain Property from DPE. The Letter Agreement allows MinQuest to assign its interest to third parties.Equivalents

27The Company considers all liquid investments, with an original maturity of three months or less when purchased, to be cash equivalents.

~~Exploration~~Mineral ~~History~~Claim ofPayments ~~the~~and ~~Bullion~~Exploration ~~Mountain Property~~Expenditures

The ~~property~~Company ~~may~~expenses ~~have~~all ~~been~~costs ~~prospected~~related asto ~~early~~the acquisition, asmaintenance ~~the~~and ~~1870’s.~~exploration ~~Numerous~~of ~~prospect~~its ~~pits~~unproven ~~and~~mineral ~~shallow~~properties, ~~adits~~to ~~dot~~which ~~the~~it ~~top~~has ofsecured ~~the~~exploration ~~ridge~~rights. If and ~~that~~when ~~makes~~proven upand ~~part~~probable ofreserves ~~Bullion~~are ~~Mountain.~~determined ~~The~~for ~~most~~a ~~extensive~~property ~~prospecting~~and ~~occurs~~a ~~along~~feasibility ~~low~~study ~~and~~prepared ~~high~~with ~~angle~~respect ~~fault~~to ~~zones~~the ~~with~~property, then ~~clear~~subsequent ~~quartz~~development ~~veins.~~costs ~~The~~of ~~fault~~the ~~zones~~property ~~generally~~will ~~trend~~be ~~east-northeasterly~~capitalized. To ~~These~~date, ~~veins~~the ~~can~~Company ~~assay~~has ~~over~~not aestablished ~~half~~the commercial ~~ounce~~feasibility of ~~gold~~its ~~across~~exploration 1prospects. ~~meter~~Therefore, all costs have been expensed.

~~The~~Fair ~~property~~Value ~~lies~~of ~~along~~Financial the Pipeline fault zone which has been defined by Placer Dome as having a northwesterly trend. The Chief and Bully claims have been previously explored by Placer Dome, Asarco, Hemlo, Lac, Barrick, and Pallum. Recent work includes drilling by Asarco on the Bully claims and drilling by Placer Dome and Pallum on the Chief claims.Instruments

~~Numerous~~The ~~surface~~Company’s ~~samples~~financial ~~have~~instruments ~~identified~~are cash ~~high~~and ~~grade~~cash ~~gold~~equivalents, ~~(>0.5~~accounts ~~opt)~~receivable, inaccounts ~~fault~~payable, ~~zones~~notes inpayable, ~~upper~~and ~~plate~~long-term ~~rocks~~debt. ~~Drilling~~The byrecorded ~~Asarco~~values ~~has encountered 3 meters~~ of ~~0.204~~cash and ~~opt~~cash ~~gold~~equivalents, onand ~~the~~accounts ~~Bully~~payable ~~claims.~~approximate ~~Drilling~~their byfair ~~Pallum~~values ~~encountered~~based ~~1.5~~on ~~meters~~their ofshort-term 0nature.08 ~~opt~~The ~~gold~~recorded ~~and 15 meters~~ values of ~~0.02~~loans ~~opt~~approximate ~~gold~~fair onvalue ~~the~~as ~~Chief~~interest ~~claims.~~approximates ~~Drilling~~market ~~by Placer Dome and Pallum has identified a small, low grade gold target on the Chief Claims~~rates.

~~Geology~~Environmental ~~of the Bullion Mountain Mineral Claims~~Costs

~~Upper~~Environmental ~~plate~~expenditures ~~Silurian~~that relate to ~~Devonian~~current operations ~~siliciclastic~~are ~~rocks~~charged ~~have~~to ~~been~~operations ~~thrust~~or ~~over~~capitalized ~~Cambrian~~as appropriate. Expenditures that relate to ~~Silurian~~an ~~carbonate~~existing ~~facies.~~condition ~~The~~caused ~~entire~~by past ~~package~~operations, ofand ~~sediments~~which ~~has~~do ~~been~~not ~~intruded~~contribute byto ~~Tertiary~~current ~~age~~or ~~granite~~future ~~(Bullion~~revenue ~~Mountain~~generation, ~~granite)~~are charged to operations. ~~The~~Liabilities ~~Upper~~are recorded ~~Plate~~when ~~assemblage~~environmental isassessments ~~hornfelsed~~and/or remedial efforts are probable, and ~~bleached~~the ~~near~~cost can be reasonably estimated. Generally, the ~~margin~~timing of these accruals coincides with the ~~intrusive~~earlier of completion of a feasibility study or the Company’s commitments to a plan of action based on the then known facts. Environmental costs amounted to $0 and $0 at January 31, 2013 and 2012, respectively.

~~The~~Asset ~~entire~~Retirement area within the claim block is structurally complex with both low and high angle faulting. High angle faults have displaced all rock types. ENE faults on the Bully claims contain significant gold values. Many of these ENE faults and shears have been healed with quartz veins and jasperoid silica. Gold is generally found associated with clear, crystalline quartz veins and narrow, argillized dikes. Many of the faults of the area show secondary movement represented by several stages of quartz veining. Recent exploration efforts have been limited to low angle fault zones on the Chief claims and within a discreet area on the Bully claims.Obligation

~~Drilling~~The ~~has~~Company ~~identified~~accounts ~~significant~~for ~~gold~~its ~~values~~future onasset retirement obligations by recording the ~~Chief~~fair ~~and~~value ~~Bully~~of ~~Claim~~the ~~groups. The~~liability ~~Bully~~during ~~target~~the ~~area~~period ~~contains~~in ~~several~~which ~~high~~it ~~grade~~was ~~fault~~incurred. ~~zones~~The ~~within~~associated aasset ~~breccia~~retirement costs ~~zone~~are capitalized as part of ~~lower~~the ~~grade~~carrying ~~material~~amount of the long-lived asset. The ~~Chief~~increase ~~area~~in ~~has~~carrying ~~been~~value ~~drilled~~of on a ~~grid~~property associated with ~~roughly~~the ~~200~~capitalization ~~foot~~of ~~centers.~~an ~~The~~asset ~~drilling~~retirement ~~suggests~~obligation ais ~~shallow~~included ~~dipping~~in ~~fault~~proven ~~breccia~~oil ~~zone~~and ~~with~~gas ~~consistent~~properties ~~gold~~in ~~values.~~the ~~Both~~balance ~~target~~sheets. ~~areas~~The Company’s ~~may~~asset ~~have~~retirement ~~high~~obligation ~~angle~~consists ~~faults~~of ~~providing~~costs ~~plumbing~~related ~~for~~to the ~~gold~~plugging ~~mineralization~~of inwells, ~~the~~removal ~~area.~~of Atfacilities ~~present,~~and aequipment and ~~feeder~~site ~~fault~~restoration ~~has~~on ~~not~~its ~~been~~oil ~~identified~~and ~~within~~gas ~~the~~properties. ~~Chief~~The ~~claim~~asset ~~boundary.~~retirement ~~Exploratory~~liability ~~drilling~~is inallocated ~~the~~to ~~valley~~operating ~~between~~expense ~~Chief~~using a systematic and ~~Bully~~rational ~~has~~method. Asset ~~encountered~~retirement ~~minor~~obligations ~~gold~~amounted ~~values~~to in$0 ~~upper~~and ~~plate~~$0 ~~rocks.~~at ~~Further~~January ~~work~~31, in2013 ~~this~~and ~~area~~2012, ~~is also recommended~~respectively.

~~Current~~Stock-Based ~~State of Exploration~~Compensation

OnThe ~~December~~Company ~~09,~~measures ~~2010,~~all stock-based compensation awards at fair value on the ~~Company~~date of grant and recognize such expense in its’ ~~subsidiary~~financial ~~chose~~statements over the requisite service period for awards expected to ~~terminate~~vest. The Company uses the ~~Cortez~~Black-Scholes ~~Property~~pricing ~~Option~~model ~~Agreement~~to ~~which~~determine ~~includes~~the fair value of stock-based compensation awards on the ~~Bullion~~date ~~Mountain~~of ~~claims~~grant. The ~~Company~~Black-Scholes ~~and~~pricing ~~its’~~model ~~subsidiary~~requires domanagement ~~not~~to ~~maintain~~make ~~any~~assumptions ~~further~~regarding the ~~rights~~option lives, ~~interests~~expected volatility, orand ~~obligations~~risk infree ~~the~~interest ~~property~~rates. ~~and~~See ~~will~~“Note ~~not~~7. ~~engage~~Shareholders’ inEquity” ~~exploration~~for ofadditional information iton ~~going~~the ~~forward~~Company’s stock-based compensation plans.

2823

~~Geological~~Foreign ~~Exploration~~Currency ~~Program~~Translation

~~Recommended~~The ~~exploration~~Company’s ~~work~~functional atcurrency ~~the Bully and Chief portion on the property includes detailed geologic mapping and sampling of the claim blocks. Drilling~~ is ~~recommended within~~ the ~~previously defined resource area on the Chief claims~~U.S. ~~Previous sampling on the Bully claims has identified high grade gold in narrow veins throughout the claim block~~dollar. Transactions ~~Infrastructure is well established~~ in ~~the~~foreign ~~Chief~~currency ~~area.~~are ~~Access~~translated ~~roads may have to be built~~ into ~~much of the Bully area~~U. ~~A modest program of infill sampling and detailed mapping should help define drill targets within the Bully claim group~~S. ~~Permitting~~dollars ~~should~~as ~~be relatively simple since roads are in and the surrounding area is a well known mining field situated on land administered by the US Bureau of Land Management.~~follows:

~~The~~i) ~~Bullion~~monetary ~~Mountain~~items ~~Property~~at ~~forms part of~~ the ~~Cortez~~rate ~~Property~~prevailing ~~and~~at ~~as such is covered by~~ the ~~Cortez~~balance ~~Property~~sheet ~~Option Agreement such that annual minimum property expenditures can be incurred on any of the three projects making up the Cortez Property. To~~ date, based on an evaluation of the previous work undertaken on the Cortez Property and based upon recommendations from MinQuest, the Company has elected to conduct exploration programs on the Bankop and Crescent Fault portions of the Property in order to meet the Company’s exploration expenditure commitments under the Cortez Property Option Agreement. As a result, the Company has not undertaken any significant exploration on the Bullion Mountain claims.;

~~ITEM~~ii) ~~3. LEGAL~~non-monetary ~~PROCEEDINGS~~items at the historical exchange rate;

~~There~~iii) ~~are~~revenue noand ~~pending~~expense ~~legal~~at ~~proceedings to which~~ the ~~Company~~average israte ~~a party or~~ in ~~which~~effect ~~any~~during ~~Director, Officer or affiliate of~~ the ~~Company,~~applicable ~~any~~accounting ~~owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company~~period. ~~The Company’s property is not the subject of any pending legal proceedings.~~

~~ITEM~~Exchange ~~4. MINE~~gains ~~SAFETY~~or ~~DISCLOSURE~~losses arising on translation are included in income (loss) for the year.

~~The~~Income 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.Taxes

29Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

~~PART~~Interest IIcosts related to unrecognized tax benefits are classified as “Interest expense, net” in the accompanying statements of operations. Penalties, if any, would be recognized as a component of “Selling, general and administrative expenses”. The Company recognized $0 of interest expense related to unrecognized tax benefits for the year ended January 31, 2013.

~~ITEM~~No ~~5. MARKET~~Items ~~FOR~~of ~~REGISTRANT’S~~Other ~~COMMON~~Comprehensive ~~EQUITY AND RELATED STOCKHOLDER MATTERS~~Income

~~Market~~The ~~Information~~Company has no items of other comprehensive income in any period presented. Therefore, net income as presented in the Company’s Statement of Operations equals comprehensive income.

~~Our~~Loss ~~common~~Per stock is traded on the OTC Markets under the trading symbol “AGFL”. The OTC Markets are maintained by the NASDAQ Stock Market, but does not have any of the quantitative or qualitative standards such as those required for companies listed on the NASDAQ Small Cap Market or National Market System. The following table sets forth the range of quarterly high and low closing bids of the common stock as reported on http://www.otcmarkets.com during the fiscal years ending January 31, 2012 and 2011.Share

Financial Quarter		Bid Information*
Fiscal Year Ended January 31,	Quarter	High Bid	Low Bid
2012	Fourth Quarter	$0.06	$0.01
	Third Quarter	$0.08	$0.04
	Second Quarter	$0.15	$0.01
	First Quarter	$0.13	$0.03
2011	Fourth Quarter	$0.06	$0.03
	Third Quarter	$0.15	$0.04
	Second Quarter	$0.16	$0.05
	First Quarter	$0.20	$0.10

Basic net earnings (loss) per common share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options and warrants. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

*TheAt ~~quotations~~January ~~reflect~~31, ~~inter-dealer~~2013 ~~prices~~and 2012, ~~without~~potential ~~retail~~common shares ~~mark-up~~of 11,158 ~~mark-down~~and or15,194, ~~commission~~respectively, related to common stock options and ~~may~~warrants ~~not~~were ~~represent~~excluded ~~actual~~from ~~transactions~~the computation of diluted earnings per share since their effect is anti-dilutive.

~~Holders~~Related ofParty ~~Our Common Stock~~Transactions

~~The~~A ~~Company~~related ~~estimates~~party ~~that~~is generally defined as (i) any person who holds 10% or more of ~~April~~the 26Company’s securities and their immediate families, ~~2012~~(ii) the Company’s management, (iii) wesomeone ~~had~~who 46directly or indirectly controls, is controlled by or is under common control with the Company, or (~~forty-six~~iv) ~~registered~~anyone who ~~holders~~can significantly influence the financial and operating decisions of ~~shares~~the Company. A transaction is considered to be a related party transaction when there is a transfer of ~~common~~resources ~~stock~~or obligations between related parties. See “Note 8. Related Party Transactions” for further discussion.

~~Warrants or Options.~~24

~~Please~~Recently ~~refer~~Issued toand ~~Note~~Adopted 7Accounting ~~under the caption “Stockholders’ Equity” for detailed information regarding outstanding warrants.~~Pronouncements

~~Recent~~The ~~Sales~~Company reviews new accounting standards as issued. Although some of ~~Unregistered~~these ~~Securities;~~accounting ~~Use~~standards issued or effective after the end of ~~Proceeds~~the ~~from~~Company’s ~~Registered~~previous fiscal ~~Securities~~year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company believes that none of the new standards will have a significant impact on its consolidated financial statements.

~~Please refer to~~ Note 104. Mineral ~~under~~Property ~~the caption “Subsequent Events” for detailed information regarding the private placements.~~Interest

30Effective August 1, 2012, the Company executed a Property Option Agreement (the “Agreement”), with a Nevada company (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”), subject to royalty payments. 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).

~~Dividend~~The ~~Policy~~Property consists of an aggregate of 31 unpatented Federal mineral claims located in the Plomosa Mountain Range, La Paz County, Arizona.

AsIn oforder ~~April~~to ~~26,~~earn ~~2012,~~a ~~there~~100% ~~had~~interest ~~been~~in nothe ~~dividends~~Property, the ~~declared~~Company onmust pay the ~~Company’s~~Optionor ~~common~~and ~~stock. We~~incur ~~have~~expenditures ~~never~~relating ~~declared~~to orexploration ~~paid~~and ~~any~~mining ~~cash~~operations ~~dividends~~in accordance with the following schedule: (i) on ~~our~~or ~~common~~before ~~stock~~August ~~nor~~1, do2013, we$20,000 ~~anticipate~~to ~~paying~~Optionor ~~any~~and incur $100,000 in expenditures incidental to the ~~foreseeable~~exploration and ~~future.~~mining ~~Furthermore~~operations; (ii) on or before August 1, we2014, ~~expect~~$20,000 to ~~retain~~Optionor ~~any~~and ~~future~~an ~~earnings~~additional $100,000 in expenditures; (iii) on or before August 1, 2015, $30,000 to ~~finance~~Optionor ~~our~~and ~~operations~~an additional $150,000 in expenditures; (iv) on or before August 1, 2016, $40,000 to Optionor and ~~expansion~~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. ~~The~~Since our payment ofobligations ~~cash~~are ~~dividends~~non-refundable, inif ~~the~~we ~~future~~do not make all required payments, we will belose atall ~~the~~payments ~~discretion~~made ofand our ~~Board~~rights ofto ~~Directors~~the ~~and~~properties. ~~will~~If ~~depend~~all ~~upon~~said ~~our~~payments ~~earnings~~are ~~levels~~made, ~~capital~~then ~~requirements,~~we will acquire all mining interests in the property subject to a 3% net smelter royalty. If the Company fails to make any ~~restrictive~~payment ~~loan~~when ~~covenants~~due, ~~and~~the ~~other~~Agreement gives ~~factors~~the Company a 30-day grace period to pay the ~~Board~~amount ~~considers~~of ~~relevant~~the deficiency.

~~There~~The ~~are~~Optionor noretains ~~restrictions~~a in3% ~~our~~royalty ~~articles~~ of ~~incorporation~~the oraggregate proceeds ~~bylaws~~received ~~that~~by ~~prevent~~the usCompany from ~~declaring~~any ~~dividends. The~~smelter ~~Nevada~~or ~~Revised~~other ~~Statutes~~purchaser of any ores, ~~however~~concentrates, dometals ~~prohibit~~or usother ~~from~~material ~~declaring~~of ~~dividends~~commercial value ~~where,~~produced ~~after~~from ~~giving~~the ~~effect~~property, tominus the ~~distribution~~cost of transportation of the ~~dividend:~~ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.

~~1. We~~Both ~~would~~the ~~not~~Company beand ~~able~~Optionor have the right to ~~pay~~assign, ~~our~~sell, ~~debts~~mortgage asor ~~they~~pledge ~~become~~their ~~due~~rights in the ~~usual~~Agreement ~~course~~or ofon ~~business;~~the orproperty.

~~2. Our~~The ~~total~~Agreement ~~assets~~will ~~would~~terminate beif ~~less~~the ~~than~~Company fails ~~the~~to ~~sum~~comply with any of ~~our~~its ~~total~~obligations ~~liabilities~~in ~~plus~~the Agreement and fails to cure such alleged breach. If the ~~amount~~Company gives notice that ~~would~~it denies a default has occurred, the matter shall be ~~needed~~determined finally through such means of dispute resolution as such matter has been subjected to ~~satisfy~~by either party. The Agreement provides that all disputes shall be resolved by a sole arbitrator under the ~~rights~~rules of ~~shareholders~~the ~~who~~Arbitration ~~have~~Act ~~preferential~~of ~~rights~~Nevada. ~~superior~~The toCompany ~~those~~also ~~receiving~~has the ~~distribution~~right to terminate the Agreement by giving notice to Optionor.

~~Securities~~Note ~~Authorized~~5. Reclamation ~~for Issuance under Equity Compensation Plans~~Deposits

The ~~following~~Company ~~table~~has ~~presents~~been ~~certain~~granted ~~information~~exploration aspermits from the State of ~~January~~Nevada 31for several of its properties. As part of the application process, ~~2012~~the ~~with~~Company ~~respect~~is required to ~~compensation~~pay ~~plans~~refundable ~~under~~deposits ~~which~~to ~~equity~~the ~~securities~~State as surety for the estimated reclamation costs associated with planned exploration programs. Upon completion of required reclamation the Company ~~are~~will ~~authorized~~receive ~~for~~a ~~issuance:~~refund of the deposit.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity Compensation Plans Approved by Security Holders	-	-	-
Equity Compensation Plans Not Approved by Security Holders	1,519,246(1)	$1.07	2,600,000
Total	1,519,246	$1.07	2,600,000

~~(1)~~Note ~~Such amount includes 50,000 common stock purchase options which are outstanding and exercisable pursuant to the American Goldfields Inc~~6.~~’s 2004 Stock Option Plan.~~ ItLoans ~~also includes 1,469,246 common stock purchase warrants.~~Payable

31On April 8, 2011, the Company entered into a $20,000 loan agreement with an unrelated party to provide working capital. The loan bears interest at the United States Prime Rate plus 1%. The Company may repay the entire loan including the outstanding interest at anytime by advising the lender of such intent to repay 15 days prior to the anticipated date of repayment. On May 9, 2011, the Company entered into a second loan agreement with this same party for $30,000. The loan bears the same terms and conditions as the loan agreement dated April 8, 2011.

~~The~~During ~~2004~~the ~~Stock~~years ~~Option~~ended ~~Plan~~January 31, 2013 and 2012, the company recorded interest expense totaling $2,126 and $1,626 respectively, in its Consolidated Statement of Operations related to these loans payable.

InNote ~~March 2004, the Board of Directors adopted the American Goldfields Inc~~7. Shareholders’s 2004 Stock Option Plan (the 2004 Plan) reserving 5,000,000 common shares for grant to employees, directors and consultants. As of April 26, 2012, there were a total of 3,100,000 options that had been granted under the plan. Of these, 50,000 remain outstanding and exercisable at a weighted average exercise price of $0.06 per option. The following discussion describes material terms of grants made pursuant to the stock option plans:Equity

~~Pursuant~~The toCompany’s authorized ~~the~~capital consists ~~2004 Stock Option Plan, grants~~ of ~~shares can be made to employees~~600, ~~officers~~000,000 ~~directors,~~shares ~~consultants and independent contractors~~ of ~~non-qualified~~common stock, ~~options~~par asvalue ~~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~~$0.001 ~~The~~per ~~Plan~~share isand ~~administered by the Option Committee of the Board of Directors (the “Committee”)~~100, ~~which has~~000,000 ~~subject~~shares toof ~~specified~~preferred ~~limitations~~stock, ~~the~~par ~~full authority to grant options and establish the terms and conditions for vesting and exercise thereof~~value $0.001 ~~Currently~~per ~~the entire Board functions as the Committee~~share.

InOn ~~order~~February to9, ~~exercise an option granted under the Plan~~2012, the ~~optionee~~Company ~~must~~issued ~~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~~5,300 restricted bycommon ~~delivering~~ shares ofto ~~common stock already owned by the optionee that have~~ a ~~fair~~former ~~market~~officer ~~value~~of ~~equal to~~ the ~~applicable~~Company ~~exercise~~as ~~price~~severance.

~~Subject~~On toFebruary ~~the~~22, ~~foregoing~~2012, the ~~Committee~~Company ~~has~~closed ~~broad~~a private ~~discretion~~placement toof ~~describe~~130,000 ~~the~~restricted ~~terms~~common ~~and~~shares ~~conditions~~at ~~applicable to options granted under the Plan~~$1.00 ~~The~~per ~~Committee may at any time discontinue granting options under the Plan or otherwise suspend~~share, ~~amend~~for oraggregate ~~terminate~~gross ~~the~~proceeds ~~Plan~~of ~~and may~~$130,000 ~~with~~from ~~the~~one ~~consent~~non-US investor ofpursuant anto ~~optionee,~~Regulation ~~make~~S ~~such modification~~ of the ~~terms~~Securities ~~and~~Act ~~conditions~~ of ~~such~~1933, ~~optionee’s option~~ as ~~the Committee shall deem advisable~~amended.

~~Purchases~~On August 1, 2012, the Company closed a private placement of ~~equity~~24,500,000 ~~securities~~restricted bycommon shares at $0.001 per share, for aggregate gross proceeds of $24,500 from ten non-US investors pursuant to Regulation S of the ~~issuer~~Securities ~~and~~Act ~~affiliated~~of ~~purchasers~~1933, as amended.

~~None~~On August 1, 2012, the Company issued 35,000,000 shares of restricted stock to a Nevada company in exchange for an unrestricted interest in the Plomosa Mountain property. For further details refer to “Note 4: Mineral Property Interests”.

~~ITEM~~Stock ~~6. SELECTED FINANCIAL DATA~~Options

~~Smaller~~The ~~reporting~~Company’s ~~companies~~Board of Directors adopted the Goldfields International Inc.’s 2004 Stock Option Plan (the “2004 Plan”) which reserved 50,000 common shares for grant to employees, directors and consultants. As of January 31, 2013, there were 1,000 shares available for grant. In general, options are ~~not~~granted ~~required~~with an exercise price equal to ~~provide~~the fair value of the ~~information~~underlying ~~required~~common bystock ~~this~~on ~~item~~the date of the grant. Options generally have a contractual life of 10 years and vest over periods ranging from being fully vested as of the grant dates to four years.

32The following table summarizes stock option activity for each of the years ended January 31, 2013 and 2012 under the 2004 Plan:

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND PLAN OF OPERATIONS

				Weighted		Remaining
				Average		Contractual			Aggregate
	Number of			Exercise		Life			Intrinsic
	Options			Price		(years)			Value
Balance, January 31, 2011		7,500		$	6.00
Options granted		-
Options exercised		-
Options canceled		(7,000	)	$	114.29
Balance, January 31, 2012		500		$	6.00
Options granted		25,000		$	0.05
Options exercised		(25,000	)	$	0.05			$	5,000
Options canceled		-
Balance, January 31, 2013		500		$	6.00
Exercisable at January 31, 2013		500					1.17	$	-

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-K. 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 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.26

~~Plan~~The Company estimated the fair value of ~~Operations~~options granted under the stock option plan considering recent trading transaction due to the thin trading of its stock.

~~Our~~Stock-based ~~business~~compensation ~~plan~~expense is toincluded on ~~proceed with~~ the ~~acquisition~~Consolidated ~~and~~Statements ~~exploration~~ of ~~mineral~~Operations ~~properties~~based toupon ~~determine~~job ~~whether~~functions ~~there are commercially exploitable reserves~~ of ~~gold~~the ~~and~~participant ~~silver~~receiving orthe ~~other metals~~grants. Compensation expense Werelated ~~had~~to ~~cash~~the ofCompany’s ~~$5,062~~stock-based ~~and~~compensation ~~working~~plans ~~capital~~for ofthe ~~$(85,779)~~years asended of January 31, ~~2012. On~~2013 ~~February~~and 22 2012, ~~the~~was ~~Company closed a private placement of 13,000,000 restricted common shares at~~ $~~0.01 per share~~1,250 recognized ~~for~~as ~~aggregate~~consulting ~~gross~~expenses ~~proceeds of $130,000. We shall require additional funding~~ and ~~we anticipate that such funding will be in the form of equity financing from the sale of our common stock. However~~nil, 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 proceedrespectively. 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.

~~During~~All ~~our~~stock ~~exploration~~options ~~stage,~~currently ~~our~~outstanding ~~President~~are fully ~~will~~vested ~~only~~so bethere ~~devoting~~is ~~approximately~~no ~~one~~unrecognized ~~day~~compensation ~~per~~expense ~~week~~as of ~~his~~January 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. Additionally31, 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 conducted2013.

~~Results~~It ofis ~~Operations~~not ~~for~~ the ~~Fiscal~~Company’s ~~Year~~practice ~~Ended~~to ~~January~~repurchase ~~31,~~shares ~~2012~~in the open market.

We did not earn any revenues during the fiscal year ended January 31, 2012 or 2011. 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.Warrants

33The following table lists the common share warrants outstanding as January 31, 2013. Each warrant is exchangeable for one common share.

For the year ended January 31, 2012 we had a net loss of $67,278 compared to a net loss of $11,330 from the prior year, a decrease in earnings of $55,948. Our net loss increased due to no recovery of previously accrued option payments of $20,000 and an increase in general and administrative expenses of $35,897. During the year ended January 31, 2011, we terminated a property option agreement which resulted in the reversal of a previously recorded accrued liability for prior year option payments. During the years ended January 31, 2012 and 2011, there was no stock-based compensation recognized and there were no mineral claim payments or exploration expenditures.

				Exercise		Exercise
Class		Quantity		Price		Period

	B		2,586	$	74.00		February 6, 2008 to February 6, 2013
	B		4,036	$	200.00		May 4, 2006 to May 4, 2013
	C		4,036	$	250.00		November 4, 2006 to November 4, 2013
			10,658

~~General~~Note and administrative expenses increased $35,897 for the year ended Janaury 31, 2012 compared to the same period in 2011 The primary reason for the increase is due to an increase in administrative expenses of $25,045 due to the Company entering into a one year Consulting Services Agreement with an unrelated third party for a comprehensive suite of services to the Company including administrative, accounting, bookkeeping and services associated with regulatory filings8. ~~The Company pays $5,000 per month in connection with these consulting~~ ~~services. The~~Related ~~increase~~Party in general and administrative expenses is also due to an increase in professional fees of $5,578 representing audit fees and tax preparation fees; an increase in directors fee of $6,600 due to granting a severance package to a previous officer of the Company; and increase of $1,626 due to entering into loan agreements in April and May 2011; and finally an increase in transfer agent fees of $980.Transactions

~~Liquidity~~Effective August 1, 2012 the Company executed a Property Option Agreement (the “Agreement”), with Horizon Exploration Inc. (the Optionor”), a related party by beneficial owner holding more than 5% of the Company’s voting securities, granting the Company the exclusive option to an undivided right, title and ~~Capital~~interest ~~Resources~~in the Plomosa Mountain Property located in La Paz County Arizona, subject to Royalty payments, in exchange for 35,000,000 common shares of the Company’s stock and $15,000 cash.

WeNote ~~had cash of $5,062 and working capital of $(85,779) as of January 31, 2012~~9. Income ~~We anticipate that we will incur over the next twelve months:~~Taxes

·Deferred ~~$150,000~~tax inassets ~~connection~~of ~~with~~the ~~acquisition~~Company ofare ~~mineral~~as ~~properties~~follows:

· $100,000 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.

	2013			2012
Loss carry-forwards	$	1,334,000		$	1,284,000
Less: Valuation allowance		(1,334,000	)		(1,284,000	)
Deferred tax asset recognized	$	-		$	-

The Company changed its prior year Net ~~cash~~Operating Loss ~~used~~(“ inNOL”) ~~operating~~calculation ~~activities~~which ~~during~~then changed the ~~year~~reported ~~ended~~deferred ~~January~~tax ~~31,~~asset. ~~2012~~The change was ~~$61,607~~due ~~compared~~ to ~~$24,142~~a ~~during~~correction ~~the~~in allowable ~~year~~deductions ~~ended~~for ~~January~~stock ~~31,~~option ~~2011~~compensation expense upon grant and exercise of stock options. The ~~increase~~correction inhad ~~cash~~no ~~used~~impact on inthe ~~operations~~Company’s ~~was~~Consolidated ~~due~~Balance toSheets, ~~the~~Consolidated ~~increase~~Statement inof Operations, Consolidated Statement of Stockholders’ Equity or Consolidated Statement of Cash Flows as the ~~net~~Company ~~loss~~fully reserves its estimated benefit from future NOL carryforwards.

OnA ~~April~~valuation 8,allowance ~~2011,~~has ~~the~~been ~~Company~~recorded ~~entered~~to reduce ~~into~~the anet ~~$20,000~~benefit ~~loan~~recorded ~~agreement~~in ~~with~~the anfinancial ~~unrelated~~statements ~~party. The~~related ~~loan~~to ~~bears~~these ~~interest~~deferred attax ~~the United States Prime Rate plus 1%~~assets. The ~~borrower~~valuation ~~may~~allowance is ~~repay~~deemed ~~the~~necessary ~~entire~~as ~~loan~~a ~~including~~result of the ~~outstanding~~uncertainty ~~interest~~associated atwith ~~anytime by advising~~ the ~~lender~~ultimate realization of ~~such~~these ~~intent~~deferred totax ~~repay 15 days prior to the anticipated date of repayment~~assets.

On May 9, 2011, the Company entered into a $30,000 loan agreement with an unrelated party. The loan bears interest at the United States Prime Rate plus 1%. The borrower may repay the entire loan including the outstanding interest at anytime by advising the lender of such intent to repay 15 days prior to the anticipated date of repayment.27

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate of 34% (2012 – 34%) to net loss for the year. The sources and tax effect of the differences are as follows:

Current cash on hand is not sufficient to fund all of the Company’s operating requirements for the next twelve months. We shall require additional funding and 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.

	2013			2012
Computed “expected” tax benefit	$	45,349		$	22,875
Permanent differences		4,651			(3,875	)
Change in Valuation Allowance		(50,000	)		(19,000	)
Income tax provision	$	-		$	-

~~Off~~As ~~Balance~~at ~~Sheet~~January ~~Arrangements~~31, 2013, the Company has net operating loss carry-forwards of approximately $3,923,713 (2012 - $3,775,750), which expire between 2022 and 2032.

WeWith dofew ~~not~~exceptions, ~~have~~the ~~any~~company ~~off~~is ~~balance~~generally no ~~sheet~~longer ~~arrangements~~subject ~~that~~to ~~are~~U.S. ~~reasonably~~federal, ~~likely~~state, tolocal ~~have~~or anon-U.S. ~~current~~income ortax ~~future~~examinations ~~effect~~by ontax ~~our~~authorities ~~financial~~for ~~condition,~~years ~~revenues,~~before ~~results~~2009. ofThe tax ~~operations,~~years ~~liquidity~~2009 orthrough ~~capital~~2012 ~~expenditures~~remain open to examination by federal agencies and other jurisdictions in which it operates.

~~ITEM~~Note 7A10. ~~QUANTITATIVE~~ Subsequent ~~AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK~~Events

~~Smaller~~In ~~reporting~~preparing ~~companies~~these ~~are~~consolidated ~~not~~financial ~~required~~statements, management has evaluated information about subsequent events that became available to ~~provide~~them through the date the consolidated financial statements were issued. This information ~~required~~relates byto ~~this~~events, ~~item~~transactions or changes in circumstances that would require them to adjust the amounts reported in the financial statements or to disclose information about those events, transactions or changes in circumstances. The Company has noted the following events for disclosure.

~~ITEM~~· 8On February 19, 2013, the Company’s Board of Directors appointed Dr. ~~FINANCIAL~~ ~~STATEMENTS~~Thomas ~~AND~~Robyn ~~SUPPLEMENTARY~~as ~~DATA~~a member of the Board of Directors.

~~Index~~· March 1, 2013, the Company completed the registration of it’s 2013 Stock Option Plan (the "2013 Plan"), in order to ~~Financial~~provide ~~Statements:~~to officers, directors, consultants and advisors of the Company added incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company for high levels of performance and to reward unusual efforts which increase the earnings and long-term growth of the Company. It is intended to accomplish this by providing for the grant of "Incentive Stock Options" and "Nonqualified Stock Options" to qualified eligible individuals.

1The total number of shares reserved and available for grant pursuant to the 2013 Plan is 8,900,000 shares. ~~Auditors’~~Shares ~~Reports;~~subject to awards that are cancelled, forfeited, settled in cash or that expire by their terms will again be available for grant and issuance in connection with other awards. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all awards granted and outstanding under this Plan.

2The 2013 Plan shall be administered by the Option Committee. All ~~Audited~~actions ~~Consolidated~~taken ~~Financial~~by ~~Statements~~the ~~for~~Option Committee shall be submitted to the ~~year~~Board ~~ended~~of ~~January~~Directors ~~31,~~for ~~2012~~ratification and approval. If there is no Option Committee, ~~including:~~the Board of Directors shall act in lieu thereof.

Option grants shall be made at fair market value per share on the date of grant. air market value shall be determined on the following basis: (i) if the Shares are not traded on a securities exchange and are not quoted on the National Association of Securities Dealers, Inc.'s ~~Consolidated~~Automated ~~Balance~~Quotation ~~Sheets~~System as("NASDAQ"), but atare ~~January~~quoted 31on the Over The Counter Electronic Bulletin Board, ~~2012~~"Fair Market Value per Share" shall be the mean between the average daily bid and ~~2011~~average daily asked prices of the Shares on the applicable date, as published on such bulletin board; (ii) if the Shares are not traded on a securities exchange and are quoted on NASDAQ, "Fair Market Value per Share" shall be the closing transaction price of the Shares on the applicable date, as reported on NASDAQ; (iii) if the Shares are traded on a securities exchange, "Fair Market Value per Share" shall be the daily closing price of the Shares, on such securities exchange as of the applicable date; or (iv) if the Shares are traded other than as described in (i), (ii) or (iii) above, or if the Shares are not publicly traded, "Fair Market Value per Share" shall be the value determined by the Option Committee in good faith based upon the fair market value as determined by completely independent and well qualified experts.

b.· ~~Consolidated~~Subsequent ~~Statements~~to the year end the Company closed private placements for a total of ~~Operations~~750,000 units for ~~the~~an ~~years~~aggregate ~~ended~~total ~~January~~offering 31price of $75,000, ~~2012~~or ~~and~~$0.10 ~~2011~~per ~~and~~unit.. ~~for~~Each unit consists of one share of common stock of the ~~period~~Company ~~from~~and ~~inception~~one onClass ~~December~~A 21Warrant exercisable, ~~2001~~beginning toon ~~January~~the 31one year anniversary date of the placement, ~~2012;~~for one share of common stock for a period of four years and expiring in 2018.

~~c. Consolidated Statements of Cash Flows for the years ended January 31, 2012 and 2011 and for the period from inception on December 21, 2001 to January 31, 2012;~~28

dITEM 9. ~~Consolidated~~CHANGES ~~Statements~~IN ofAND ~~Stockholders’~~DISAGREEMENTS ~~Equity~~WITH ~~for~~ACCOUNTANTS ~~the~~ON ~~years~~ACCOUNTING ~~ended~~AND ~~January~~FINANCIAL ~~31, 2012 and 2011 and for the period from inception on December 21, 2001 to January 31, 2012;~~DISCLOSURE

e.We ~~Notes~~have tohad ~~the~~no ~~Consolidated~~disagreements ~~Financial~~with ~~Statements~~our independent auditors on accounting or financial disclosures.

35ITEM 9A. CONTROLS AND PROCEDURES.

~~ROBISON,~~Evaluation ~~HILL~~of &Disclosure ~~CO.~~Controls ~~Certified~~and ~~Public Accountants A PROFESSIONAL CORPORATION DAVID O. SEAL, CPA W. DALE WESTENSKOW, CPA BARRY D. LOVELESS, CPA STEPHEN M. HALLEY, CPA~~Procedures

~~REPORT~~Our OFmanagement, ~~INDEPENDENT~~under ~~REGISTERED~~supervision ~~PUBLIC~~and with ~~ACCOUNTANTS~~the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2013, our disclosure controls and procedures were effective.

ToDisclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the ~~Board~~Securities ofExchange ~~Directors~~Act is recorded, processed, summarized and ~~Stockholders~~reported ofwithin the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

~~American~~Management’s ~~Goldfields,~~Report ~~Inc.~~on ~~(An~~Internal Controls ~~Exploration~~over ~~Stage~~Financial ~~Company)~~Reporting

WeOur ~~have~~management ~~audited~~is ~~the~~responsible ~~accompanying~~for ~~balance sheet of American Goldfields, Inc (an exploration stage company) as of January 31, 2012~~ establishing and ~~2011,~~maintaining ~~and~~adequate ~~the~~internal ~~related~~control ~~statements~~over offinancial ~~operations~~reporting, ~~and~~as ~~cash~~defined ~~flows~~under ~~for~~Exchange ~~the~~Act ~~years~~Rules ~~ended~~13a-15(f) ~~January 31, 2012~~ and ~~2011,~~14d-14(f). Our ~~and~~internal ~~the~~control ~~cumulative~~over ~~since~~financial ~~December~~reporting ~~21,~~is ~~2001~~designed ~~(inception)~~ to ~~January~~provide ~~31,~~reasonable ~~2012,~~assurance ~~and~~regarding the ~~statement~~reliability of ~~stockholder’s equity since December 21, 2001 (inception) to January 31, 2012. These~~ financial reporting ~~statements~~and ~~are~~ the ~~responsibility~~preparation of ~~the~~financial ~~Company's~~statements ~~management.~~for ~~Our~~external ~~responsibility~~purposes isin toaccordance ~~express~~with angenerally ~~opinion~~accepted onaccounting ~~these financial statements based on our audit~~principles.

WeAll ~~conducted~~internal ~~our~~control ~~audits~~systems, inno ~~accordance~~matter how ~~with~~well ~~the~~designed, ~~standards~~have ofinherent ~~the~~limitations ~~Public~~and ~~Company~~may ~~Accounting~~not ~~Oversight~~prevent ~~Board~~or ~~(United~~detect ~~States)~~misstatements. ~~Those~~ ~~standards~~Therefore, ~~require~~even ~~that~~those wesystems ~~plan~~determined to ~~and~~be ~~perform~~effective ~~the~~can ~~audit~~only toprovide ~~obtain~~ reasonable assurance ~~about~~with ~~whether~~respect ~~the financial statements are free of material misstatement. The Company is not required~~ to ~~have, nor were we engaged to perform, an audit of its internal control over~~ financial reporting~~. Our~~ ~~audit~~reliability ~~included~~and ~~consideration of internal control over~~ financial ~~reporting~~statement aspreparation and apresentation. ~~basis~~In ~~for designing audit procedures that are appropriate in the circumstances~~addition, ~~but~~projections ~~not~~of ~~for~~any ~~the~~evaluation ~~purpose~~ of ~~expressing~~effectiveness anto ~~opinion~~future onperiods ~~the~~are ~~effectiveness~~subject ofto ~~the~~risk ~~company’s~~that ~~internal control~~controls ~~over~~become ~~financial~~inadequate ~~reporting. Accordingly,~~because weof ~~express~~changes noin ~~such~~conditions ~~opinion. An audit also includes examining, on a test basis, evidence supporting the amounts~~ and ~~disclosures~~that in the ~~financial~~degree ~~statements,~~of ~~assessing~~compliance ~~the~~with ~~accounting principles used and significant estimates made by management, as well as evaluating~~ the ~~overall~~policies ~~financial~~or ~~statement~~procedures ~~presentation. We~~may ~~believe that our audits provide a reasonable basis for our opinion~~deteriorate.

InManagement ~~our~~assessed ~~opinion,~~ the ~~financial~~effectiveness of ~~statements~~the ~~referred~~Company’s tointernal ~~above~~control ~~present~~over ~~fairly, in all material respects, the~~ financial ~~position~~reporting ~~of American Goldfields, Inc (an exploration stage company)~~ as of January 31, ~~2012~~2013. ~~and~~In ~~2011~~making ~~and~~the assessment, management used the ~~results~~criteria ofissued ~~its~~by ~~operations~~the ~~and~~Committee ~~its~~of ~~cash~~Sponsoring ~~flows~~Organizations ~~for~~of the ~~years~~Treadway ~~ended~~Commission ~~January~~(COSO) ~~31,~~in ~~2012~~Internal ~~and~~Control-Integrated Framework. ~~2011~~Based ~~and~~on ~~the~~its ~~cumulative~~assessment, ~~since~~management ~~December~~concluded 21that, ~~2001~~as ~~(inception)~~of to January 31, ~~2012~~2013, inthe ~~conformity~~Company’s ~~with~~internal ~~accounting~~control ~~principles~~over financial ~~generally~~reporting ~~accepted~~was ~~in the United States of America~~effective.

~~The~~As ~~accompanying~~defined ~~financial~~by ~~statements~~Auditing ~~have~~Standard ~~been~~No. 5, ~~prepared~~“An ~~assuming~~Audit ~~that~~of ~~the~~Internal ~~Company~~Control ~~will~~Over ~~continue~~Financial asReporting athat ~~going~~is ~~concern.~~Integrated Aswith ~~discussed~~an inAudit ~~Note~~of 3Financial toStatements ~~the~~and ~~financial~~Related Independence ~~statements,~~Rule ~~the~~and ~~Company~~Conforming ~~has~~Amendments,” ~~suffered~~established ~~recurring~~by ~~losses~~the ~~from~~Public ~~operations,~~Company ~~has~~Accounting noOversight ~~revenues~~Board (“PCAOB”), a ~~and~~material weakness is ~~dependent~~a ~~upon~~deficiency ~~obtaining~~or ~~adequate~~combination ~~financing~~of todeficiencies ~~fulfill~~that ~~its~~results ~~exploration~~in ~~activities. These~~more ~~factors~~than ~~raise~~a ~~substantial~~remote ~~doubt~~likelihood ~~about~~that ~~its~~a ~~ability~~material misstatement toof ~~continue~~annual asor ainterim ~~going~~financial ~~concern. Management’s~~statements ~~plans~~will innot ~~regard~~be toprevented ~~these~~or ~~matters~~detected. ~~are~~In ~~also~~connection ~~described~~with inthe ~~Note~~assessment ~~3. The~~described above, ~~financial~~management ~~statements~~concluded dothe Company does not ~~include~~have ~~any~~control ~~adjustments~~deficiencies that ~~might~~represent ~~result~~material ~~from~~weaknesses ~~the~~as ~~outcome~~ of ~~this~~January ~~uncertainty~~31, 2013.

~~/s/~~Attestation ~~ROBISON,~~Report ~~HILL~~of &Registered ~~CO.~~Public Accounting Firm

~~Certified~~This ~~Public~~annual ~~Accountants~~report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to permanent rules of the SEC that permit the Company to provide only management’s report in this annual report.

~~Salt~~Changes ~~Lake~~in ~~City,~~Internal ~~Utah~~Controls over Financial Reporting

~~April~~ITEM ~~26,~~9B. ~~2011~~OTHER INFORMATION

36None

~~American Goldfields, Inc..~~29

~~(An~~PART ~~exploration stage company)~~III

~~Consolidated~~ITEM ~~Balance~~10. ~~Sheets~~DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

	January 31,
	2012			2011
ASSETS
Current assets
Cash	$	5,062		$	16,669
Long-term assets
Reclamation Deposits		41,800			41,800
Total assets	$	46,862		$	58,469
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	39,215		$	35,170
Loan payable		50,000			-
Accrued interest - loan payable		1,626			-
Total current liabilities		90,841			35,170
Stockholders' equity
Preferred stock, par value $0.001, 100,000,000 share authorized
no shares issued or outstanding at October 31, and January 31, 2011		-			-
Common stock: par value $0.001, 600,000,000 shares authorized,
21,346,932 shares issued and outstanding
at January 31, 2012 and 2011		21,347			21,347
Additional paid-in capital		4,007,517			4,007,517
Deficit accumulated during the exploration stage		(4,072,843	)		(4,005,565	)
Total stockholders’ equity		(43,979	)		23,299
Total liabilities and stockholders’ equity	$	46,862		$	58,469
The accompanying notes are an integral part of these financial statements

Set forth below is certain information concerning the Company’s Executive Officers and Directors as of April 23, 2013.

Name	Position	Age	Date of First Election Or Appointment

Richard Kehmeier(1)	Director, President, Chief Executive and Operating Officer, Treasurer, and Secretary	64	August 1, 2009
Jared Beebe	Director	62	September 15, 2006
Thomas Robyn(2)	Director	72	February 19, 2013

~~American~~(1) ~~Goldfields~~On ~~Inc~~August 01, 2009, Mr. Richard Kehmeier joined the Company’s Board of Directors and on November 30, 2010 he was appointed the Company’s President, Chief Executive Officer, Secretary, and Treasurer.

(An2) ~~exploration~~On ~~stage~~February ~~company)~~19, 2013, Mr. Thomas Robyn joined the Company’s Board of Directors.

~~Consolidated~~The ~~Statement~~following is a brief account of the ~~Operations~~education and business experience of each Director and Executive Officer during the past five years:

							Inception
	Years Ended January 31,						December 21, 2001 to
	2012			2011			January 31, 2011
Revenue	$	-		$	-		$	-
Expenses
Mineral acquisition and exploration expenditures		-			(20,000	)		2,780,525
Office and Sundry		3,302			7,234			542,646
Rent		-			-			29,018
Professional fees		25,569			19,991			283,061
Administrative fees		25,045			-			25,045
Transfer agent fees		1,085			105			7,530
Amortization		-			-			18,000
Interest		1,626			-			2,696
Directors Fees		10,600			4,000			49,754
Consulting Fees		-			-			583,027
Total expenses		67,227			11,330			4,321,302
Loss from operations		(67,227	)		(11,330	)		(4,321,302	)
Other income (expenses)
Foreign currency translation		(51	)		-			(51	)
Gain on disposal of mineral properties		-			-			236,745
Interest income		-			-			11,765
Total other income (expenses)		(51	)		-			248,459
Net Loss for the period	$	(67,278	)	$	(11,330	)	$	(4,072,843	)
Loss per share of common stock
basic and diluted	$	(0.00	)	$	(0.00	)
Weighted averages shares outstanding
basic and diluted		21,346,932			21,341,304
The accompanying notes are an integral part of these financial statements

Richard Kehmeier is a Certified Professional Geologist with nearly forty years of international experience in all phases of resource development for the mining industry. Mr. Kehmeier is currently the Chief Geologist for Pincock Allen & Holt in Lakewood Colorado. During his career he has held such positions as Vice President of Exploration at Gold Reserve Corp and Atlas Corporation and has worked for companies such as Union Carbide, and Anaconda. He is responsible for the discovery of nearly 15 million ounces of gold in his career. Mr. Kehmeier graduated from the Colorado School of Mines with a Bachelor of Science in Geological Engineering and a Master of Science in Geology.

38Jared Beebe is an experienced geologist with an extensive background in mineral exploration. In his nearly 20 years of working in the mining industry, he has worked for a variety of exploration companies in Canada and the United States. He is currently an independent consulting Project Manager. He previously worked for Soho Resources from 2007 to 2008, for Globex Mining in 2006, for Scorpio Mining in 2005 and from 1999 to 2004 he worked as a researcher at the University of Quebec where he studied Geographic Information Systems. Mr. Beebe earned a Bachelor of Science degree in Geology from Metropolitan State College, Denver, Colorado, in 1981. He is a member of the Association of Applied Geochemists, the Geological Society of Nevada, the Ordre du Géologues du Québec, and the Society of Economic Geologists. Mr. Beebe is currently a Director of Patriot Gold Corp.

~~American~~Thomas ~~Goldfields~~L. ~~Inc~~Robyn earned his BA in Geology from Western Michigan University (1972) and his Ph.D., Geology (1977) from the University of Oregon with a major in Igneous Petrology/Volcanology. He began his career with Anaconda Minerals Company and has held top-level positions with several junior companies. He has planned and supervised exploration projects in such countries as Australia, Ecuador, Greenland, Norway, Liberia, Equatorial Guinea, Guyana and Suriname, as well as several U.S. States.

~~(An~~As President & CEO and Director of Yorbeau Resources, he designed and implemented an exploration ~~stage~~program ~~company)~~that resulted in discovery of two Late Archean gold deposits along the Cadillac-Larder Lake Break in the Abitibi region of Quebec.

~~Consolidated~~As ~~Statement~~Executive Chairman of ~~Shareholders’~~Dia ~~Equity~~Bras Exploration (~~Deficit~~now Sierra Metals), he conceived and supervised pilot mining programs for a Cu-Zn skarn deposit (Bolivar) and a low-sulfidation epithermal silver deposit (Cusi) in Chihuahua State, Mexico. The Bolivar mine is now in commercial production at 1,100 tpd and the Cusi mine is in advanced development.

	Common Stock
	Number of Shares			Par Value			Additional Paid-in Capital			Deficiency Accumulated During the Exploration Stage			Total Stockholders' (Deficit) Equity
Shares issued for cash on Incorporation at $0.001 per share		36,000,000		$	36,000		$	(30,000	)	$	-		$	6,000
Shares issued for cash at $3.00 per share		17,914,278			17,914			71,657			-			89,571
on January 31, 2002
Net loss for the period		-			-			-			(10,745	)		(10,745	)
Balance, January 31, 2002		53,914,278			53,914			41,657			(10,745	)		84,826
Net loss for the year		-			-			-			(54,598	)		(54,598	)
Balance, January 31, 2003		53,914,278			53,914			41,657			(65,343	)		30,228
Net loss for the year		-			-			-			(28,366	)		(28,366	)
Balance, January 31, 2004		53,914,278			53,914			41,657			(93,709	)		1,862
Contributions by shareholders		-			-			4,543			-			4,543
Cancellation of common shares on March 31, 2004		(30,000,000	)		(30,000	)		30,000			-			-
Stock-based compensation		-			-			61,200			-			61,200
Exercise of common stock options		1,500,000			1,500			88,500			-			90,000
Private placement, common share issuances		403,600			404			1,008,596			-			1,009,000
for cash at $2.50 per unit on November 4,2004
Net loss for the year		-			-			-			(325,261	)		(325,261	)
Balance, January 31, 2005		25,817,878			25,818			1,234,496			(418,970	)		841,344
Exercise of common stock options		75,000			75			4,425			-			4,500
Stock-based compensation		-			-			1,302,400			-			1,302,400
Net loss for the year		-			-			-			(1,819,720	)		(1,819,720	)
Balance, January 31, 2006 carried forward		25,892,878			25,893			2,541,321			(2,238,690	)		328,524
Cancellation of common stock on July 12, 2006		(3,000,000	)		(3,000	)		(27,000	)		-			(30,000	)
Cancellation of common stock on July 14, 2006		(3,000,000	)		(3,000	)		(27,000	)		-			(30,000	)
Exercise of common stock options		400,000			400			479,600			-			480,000
Stock-based compensation		-			-			195,600			-			195,600
Net loss for the year		-			-			-			(692,299	)		(692,299	)
Balance, January 31, 2007		20,292,878			20,293			3,162,521			(2,930,989	)		251,825

Dr. Robyn is currently Senior Vice President, Exploration, Sierra Metals (Toronto) and a Director of Yorbeau Resources (Montreal).

39Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders, if required by Nevada law, or until removed from office in accordance with our bylaws. Our Officers are appointed by our Board of Directors and holds office until removed by the board.

~~American~~The ~~Goldfields~~Board ~~Inc~~of Directors has not established an audit committee and does not have an audit committee financial expert. The Board is of the opinion that an audit committee is not necessary since the Company’s directors have been performing the functions of an audit committee.

~~(An exploration stage company)~~30

~~Consolidated~~The ~~Statement~~Board ofhas ~~Shareholders’~~not ~~Equity~~established ~~(Deficit)~~an –Option Committee ~~Continued~~or a Compensation Committee. Currently the Board functions as these committees. 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.

Private placement, common share issuances for cash at $64 per unit on December 6, 2007	312,500		312		199,688		-			200,000
Exercise of common stock options	375,000		375		199,125		-			199,500
Stock-based compensation	-		-		187,800		-			187,800
Net loss for the year	-		-		-		(955,613	)		(955,613	)
Balance, January 31, 2008	20,980,378		20,980		3,749,134		(3,886,602	)		(116,488	)
Exercise of share purchase warrants in	312,500		313		218,437		-			218,750
February and March 2008
Net loss for the year	-		-		-		(32,507	)		(32,507	)
Balance, January 31, 2009	21,292,878		21,293		3,967,571		(3,919,109	)		69,755
Net loss for the year	-		-		-		(75,126	)		(75,126	)
Balance, January 31, 2010	21,292,878		21,293		3,967,571		(3,994,235	)		(5,371	)
Exercise of share purchase warrants in	54,054		54		39,946		-			40,000
March 2010
Net loss for the year	-		-		-		(11,330	)		(11,330	)
Balance, January 31, 2011	21,346,932		21,347		4,007,517		(4,005,565	)		23,299
Net loss for the year	-		-		-		(67,278	)		(67,278	)
Balance, January 31, 2012	21,346,932	$	21,347	$	4,007,517	$	(4,072,843	)	$	(43,979	)
The accompanying notes are an integral part of these financial statements

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

40Section 16(a) Beneficial Ownership Reporting Compliance

~~American~~Section ~~Goldfields~~16(a) ~~Inc~~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.

~~(An~~We ~~exploration~~are ~~stage~~not ~~company~~aware of any instances in fiscal year 2013 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.

~~Consolidated~~Code ~~Statement~~ of ~~Cashflows~~Ethics

							Inception
	Years Ended January 31,						December 21, 2001 to
	2012			2011			January 31, 2012
Cash flows from operating activities
Net loss for the period	$	(67,278	)	$	(11,330	)	$	(4,072,843	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		-			-			1,729,000
Amortization of web-site development costs		-			-			18,000
Changes in operating assets and liabilities:
Change in accounts payable and accrued liabilities		4,045			(12,812	)		43,758
Change in accrued interest		1,626			-			1,626
Net cash flows from operating activities		(61,607	)		(24,142	)		(2,280,459	)
Cash flows from financing activities
Proceeds from note payable		50,000			-			50,000
Issue of common stock		-			-			1,304,571
Proceeds from the exercise of warrants		-			40,000			258,750
Proceeds from the exercise of common stock options		-			-			774,000
Payment of amounts due to related party		-			-			(30,000	)
Proceeds from loan								60,000
Repayment of loan principal								(60,000	)
Cancellation of common stock								(30,000	)
Net cash flows from operating activities		50,000			40,000			2,327,321
Cash flows from investing activities
Reclamation deposit		-			-			(41,800	)
Net cash flows from investing activities		-			-			(41,800	)
Increase (decrease) in cash		(11,607	)		15,858			5,062
Cash, beginning of period		16,669			811			-
Cash, end of period	$	5,062		$	16,669		$	5,062
Supplemental Disclosures of Cashflow Information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-
Supplemental Disclosure of Non-cash Financing and Investing Activities:
Cancellation of common stock	$	-		$	-		$	30,000
Settlement of accounts payable by contribution from a stockholder	$	-		$	-		$	4,543
Web-site development costs related to non-employee stock-based compensation	$	-		$	-		$	18,000
The companying notes are an integral part of these financial statements

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:

41· honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

~~American~~· ~~Goldfields~~full, ~~Inc.~~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;

~~(An~~· ~~exploration~~the ~~stage~~prompt ~~company)~~internal reporting of violations of the code to the Board of Directors or another appropriate person or persons; and

~~Notes~~· toaccountability ~~the~~for ~~Consolidated~~adherence ~~Financial~~to ~~Statements~~the code.

~~January~~The 31Company hereby undertakes to provide to any person without charge, ~~2012~~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.

~~Note~~ITEM 111. ~~Organization~~ ~~and~~EXECUTIVE ~~Nature of the Business~~COMPENSATION

~~American~~Summary ~~Goldfields Inc~~Compensation. (the “Company” or “we”), is a natural resource exploration stage company engaged in the acquisition and exploration of properties for deposits of gold or silver. We were incorporated on December 21, 2001 under the laws of the State of Nevada. Since then, we have engaged primarily in the acquisition and exploration of mining interests in properties that may potentially have deposits of gold and silver. To date, we have not earned any revenues.

~~The~~Mr. ~~accompanying~~Richard ~~consolidated~~Kehmeier ~~financial~~has ~~statements~~been ~~include~~serving as ~~the~~a ~~accounts~~Director ofsince ~~the~~August ~~Company~~1, 2009 and ~~its~~as ~~wholly~~our ~~owned~~President, ~~subsidiary~~Chief ~~Goldmin~~Executive ~~Exploration~~and ~~Inc~~Operating Officer, Treasurer, and Secretary since November 30, 2010. We ~~(“Goldmin”)~~had no other officers during the fiscal year ended January 31, 2013.

~~Goldmin~~We ~~was~~have ~~incorporated~~no inemployment ~~the~~agreements ~~State~~with any of ~~Nevada~~our ondirectors or ~~March~~our ~~10,~~sole ~~2010~~executive ~~and~~officer. We ~~has~~have no ~~assets~~pension, health, annuity, bonus, insurance, equity incentive, non-equity incentive, stock options, profit sharing or ~~liabilities~~similar benefit plans.

OnThere ~~March~~was ~~11,~~no ~~2010~~compensation ~~the~~paid ~~Company~~or ~~entered~~earned during ~~into~~the ~~two~~fiscal ~~Assignment~~years ~~Agreements~~ended ~~with~~January ~~MinQuest~~31, to2013, ~~assign~~2012 ~~the~~and ~~exclusive~~2011 ~~option~~for toservices anrendered ~~undivided~~to ~~right,~~our ~~title~~Company ~~and interest~~ in ~~the~~all ~~Gilman~~capacities ~~property;~~by ~~and~~ the ~~Crescent~~following persons: ~~Fault,~~(i) ~~Bankop,~~all ~~and~~individuals ~~Bullion~~who ~~Mountain,~~served ~~collectively~~as ~~named~~ the ~~Cortez~~principal ~~property~~executive toofficer ~~Goldmin. Pursuant~~or toacting ~~the~~in ~~Assignment~~a ~~Agreements,~~similar ~~Goldmin~~capacity ~~assumed~~during the ~~rights,~~fiscal ~~and~~year ended ~~agreed~~January to31, ~~perform~~2013, ~~all~~regardless of ~~the~~compensation ~~duties~~level; ~~and~~(ii) ~~obligations,~~all ofindividuals ~~the~~who ~~Company~~served ~~arising~~as ~~under~~officers ~~the~~at ~~Gilman~~January ~~Property~~31, ~~Option~~2013 ~~Agreement;~~ and ~~the~~whose total ~~Cortez~~compensation ~~Property~~during ~~Option~~the ~~Agreement. On~~fiscal ~~December~~year 9,ended ~~2010~~January 31, ~~the~~2013 ~~Company~~exceeded $100,000; and ~~its’~~(iii) ~~subsidiary~~up ~~chose~~ to ~~terminate~~two ~~the~~additional ~~Gilman~~individuals who ~~Property~~served ~~Option~~as ~~Agreement~~officers ~~and~~during the ~~Cortez~~fiscal ~~Property~~year ~~Option~~ended ~~Agreement~~January ~~by giving written notice to terminate. In addition~~31, ~~the~~2013 ~~Company~~ and ~~its’~~whose ~~subsidiary~~total ~~acknowledged~~compensation ~~that~~during the ~~Hercules~~fiscal ~~Property~~year ~~had~~ended January ~~reverted~~31, ~~back~~2013 toexceeded ~~MinQuest~~$100,000, ~~according~~regardless ~~to a final 30 day notice~~ of ~~default~~whether ~~served~~they bywere ~~MinQuest~~serving ~~due~~as toofficers aat ~~shortfall~~the inend ~~option~~of ~~payments~~such ~~and~~fiscal ~~exploration expenditures~~year. ~~The Company and its’ subsidiary do not have any further rights, interests, or obligations in these properties.~~

~~Note 2. Significant Accounting Policies~~31

~~Basis~~Outstanding ofEquity ~~Presentation~~Awards

~~The~~None ~~consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America~~our ~~(“US~~Directors ~~GAAP”)~~or ~~and~~Executive ~~pursuant~~Officers hold tounexercised ~~the~~options ~~rules~~or ~~and~~stock ~~regulations~~that ofhas ~~the~~not ~~Securities~~vested, ~~and~~or ~~Exchange~~equity ~~Commission~~incentive ~~(the~~plan ~~“SEC”)~~awards. ~~Inter-company transactions and balances have been eliminated in the consolidation.~~

~~These~~Compensation ~~consolidated financial statements have been prepared in accordance with GAAP and include the accounts~~ of ~~the Company and its wholly-owned subsidiary, Goldmin. Collectively, they are referred to herein as “the Company”. Significant inter-company accounts and transactions have been eliminated.~~Directors

~~Exploration~~The ~~Stage~~Company ~~Activities~~has entered into Service Agreements with Mr. Kehmeier and Mr. Beebe to receive USD $500 per month for serving as Directors of the Company. Mr. Kehmeier and Mr. Beebe agreed to suspend their director’s fees in order to conserve working capital. For the fiscal period ending January 31, 2013, there was $Nil paid to Mr. Kehmeier and $Nil to Mr. Beebe.

~~The~~ITEM ~~Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations~~12. It isSECURITY ~~primarily~~OWNERSHIP ~~engaged~~OF inCERTAIN ~~the~~BENEFICIAL ~~acquisition~~OWNERS ~~and~~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.~~MANAGEMENT

42The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of April 23, 2013 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.

~~Estimates~~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.

The ~~preparation~~percentages ofbelow ~~the~~are ~~Company’s~~calculated based ~~consolidated~~on ~~financial statements requires management to make estimates and use assumptions that affect the reported amounts of assets~~60, ~~liabilities~~623,858 ~~revenues,~~shares ~~and expenses. These estimates and assumptions are affected by management’s application~~ of ~~accounting~~common ~~policies. On~~stock anissued ~~on-going basis, the Company evaluates its estimates. Actual results~~ and ~~outcomes may differ materially from these estimates and assumptions~~outstanding.

Cash and Cash Equivalents

Name of Beneficial Owner	Title Of Class	Amount and Nature of Beneficial Ownership	Percent of Class

Horizon Exploration Inc.(1)	Common	35,000,000	57.73%
Richard Kehmeier(2)	NA	0	0
Jared Beebe(3)	NA	0	0
Thomas Robyn(4)	NA	0	0
All directors and executive officers as a group	NA	0	0

The ~~Company~~persons ~~considers all liquid investments, with an original maturity of three months~~ or ~~less~~entities ~~when~~named ~~purchased~~in this table, tobased beupon ~~cash~~the ~~equivalents. The~~information ~~Company~~they ~~did not~~ have ~~any~~provided ~~cash~~to ~~equivalents at January 31~~us, ~~2012 and 2011.~~have

~~Mineral~~sole ~~Claim~~voting ~~Payments~~ and ~~Exploration~~investment ~~Expenditures~~power with respect to all shares of common stock beneficially owned by them.

~~The~~(1) ~~Company~~Horizon ~~expenses~~Exploration ~~all~~claims ~~costs~~sole ~~related~~voting ~~to the acquisition, maintenance~~ and ~~exploration~~dispositive ofpower ~~its unproven mineral properties, to which it has secured exploration rights. If and when proven and probable reserves are determined for a property and a feasibility study prepared~~ with respect to ~~the property~~35,000,000 ~~then~~shares ~~subsequent development costs~~ of the ~~property will be capitalized. To date, the~~ Company’s ~~has~~common ~~not~~shares ~~established~~as ~~the commercial feasibility~~ of ~~its~~April ~~exploration prospects. Therefore~~23, ~~all costs have been expensed~~2013.

~~Fair~~(2) ~~Value~~Mr. ofRichard ~~Financial~~Kehmeier ~~Instruments~~has been serving as a Director since August 1, 2009 and as our President, Chief Executive and Operating Officer, Treasurer, and Secretary since November 30, 2010.

~~The~~(3) ~~Company’s~~Jared ~~financial~~Beebe ~~instruments~~has ~~are~~been ~~cash~~serving ~~and~~as ~~cash~~a ~~equivalents,~~Director ~~accounts~~since ~~receivable,~~September ~~accounts payable~~15, ~~notes payable, and long-term debt~~2006. The recorded values of cash and cash equivalents, accounts receivable, and accounts payable approximate their fair values based on their short-term nature. The recorded values of notes payable and long-term debt approximate their fair values, as interest approximates market rates.

~~Environmental~~(4) ~~Costs~~Thomas Robyn has been serving as a Director since February 19, 2013.

~~Asset~~Not ~~Retirement Obligation~~applicable.

~~The~~Director Company accounts for its future asset retirement obligations by recording the fair value of the liability during the period in which it was incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The increase in carrying value of a property associated with the capitalization of an asset retirement obligation is included in proven oil and gas properties in the balance sheets. The Company’s asset retirement obligation consists of costs related to the plugging of wells, removal of facilities and equipment and site restoration on its oil and gas properties. The asset retirement liability is allocated to operating expense using a systematic and rational method. Asset retirement obligations amounted to $0 and $0 at January 31, 2012 and 2011, respectively.Independence

43We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our Board comprised of a majority of “independent directors.” We believe that our Directors currently meet the definition of “independent” as that term is defined in the rules and regulations of the American Stock Exchange.

~~Contingencies~~32

~~Certain~~ITEM ~~conditions~~14 PRINCIPAL ACCOUNTING ~~may~~FEES ~~exist~~AND which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company's management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.SERVICES

IfRobison, ~~the~~Hill ~~assessment~~& ofCo. ~~a contingency indicates that it~~ is ~~probable that a material loss has been incurred and~~ the ~~amount of the liability can be estimated, the estimated liability would be accrued in the~~ Company'’s Principal ~~financial statements~~Accountant. IfTheir ~~the~~fees ~~assessment~~billed ~~indicates~~to ~~that~~the aCompany ~~potentially~~for ~~material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated,~~ the ~~nature~~fiscal ofyears ~~the~~ending ~~contingent~~January ~~liability~~31, ~~together~~2013 ~~with an estimate of the range of possible loss if determinable~~ and ~~material,~~2012 ~~would~~are beset ~~disclosed.~~forth below:

Loss contingencies considered remote are generally not disclosed unless they arise from guarantees, in which case the guarantees would be disclosed.

	Fiscal year ending January 31, 2013		Fiscal year ending January 31, 2012
Audit Fees	$	12,000	$	22,561
Audit Related Fees		2,755		NIL
Tax Fees		NIL		NIL
All Other Fees		NIL		NIL

~~Stock~~All of the principal accounting fees and services were approved by the Board of Directors, currently acting in place of the Audit Committee in accordance with the By-~~Based~~Laws ~~Compensation~~of the Company.

The Company measures all stock-based compensation awards at fair value on the date of grant and recognize such expense in its financial statements over the requisite service period for awards expected to vest. The Company uses the Black-Scholes pricing model to determine the fair value of stock-based compensation awards on the date of grant. The Black-Scholes pricing model requires management to make assumptions regarding the option lives, expected volatility, and risk free interest rates. See “Note 7. Shareholders’ Equity” for additional information on the Company’s stock-based compensation plans.33

~~Foreign~~PART ~~Currency Translation~~IV

~~The~~ITEM ~~Company’s functional currency is the U~~15.S. ~~dollar. Transactions in foreign currency are translated into U.S. dollars as follows:~~EXHIBITS

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.

Exhibit No.	Description	Where Found
3.1	Articles of Incorporation	Previously filed with the Company’s Form SB-2, filed with the SEC on March 13, 2002, as amended on Jun 12, 2002, July 18, 2002, and August 22, 2002

3.2	Bylaws	Previously filed with the Company’s Form SB-2, filed with the SEC on March 13, 2002, as amended on Jun 12, 2002, July 18, 2002, and August 22, 2002

4.1	Share Certificate	Previously filed with the Company’s Form SB-2, filed with the SEC on March 13, 2002, as amended on Jun 12, 2002, July 18, 2002, and August 22, 2002

10.5	Stock Option Agreement, dated July 12, 2006, between the Company and Richard Kern	Previously filed with the Company’s Current Report on Form 8-K, filed with the SEC on July 18, 2006

14.1	Consent of Robison Hill	Attached Hereto

31.1	Rule 13a-14(a)/15d14(a) Certifications	Attached Hereto

32.1	Section 1350 Certifications	Attached Hereto

101.INS	XBRL Instance Document.	Attached Hereto

101.SCH	XBRL Taxonomy Extension Schema Document	Attached Hereto

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Attached Hereto

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Attached Hereto

101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Attached Hereto

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Attached Hereto

~~Exchange gains or losses arising on translation are included in income (loss) for the year.~~34

44SIGNATURES

~~Income~~Pursuant ~~Taxes~~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.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

GOLDFIELDS INTERNATIONAL INC.

Dated: April 23, 2013	By: /s/ Richard Kehmeier
	Name: Richard Kehmeier
	Title: President, Chief Executive and Operating Officer, Treasurer, Secretary, and Director

~~Interest~~In ~~costs~~accordance ~~related~~with tothe ~~unrecognized~~Exchange ~~tax~~Act, ~~benefits~~this ~~are~~report ~~classified~~has asbeen signed ~~“Interest~~below ~~expense,~~by ~~net” in~~ the ~~accompanying~~following ~~statements~~persons ofon ~~operations.~~behalf ~~Penalties, if any, would be recognized as a component~~ of ~~“Selling,~~the ~~general~~Registrant and ~~administrative~~in ~~expenses”.~~the ~~The~~capacities ~~Company~~and ~~recognized~~on ~~$0 of interest expense related to unrecognized tax benefits for~~ the ~~year~~dates ~~ended January 31, 2012~~indicated.

No Items of Other Comprehensive Income

SIGNATURE	TITLE	DATE

/s/Richard Kehmeier	President, Chief Executive and Operating Officer, Treasurer, Secretary, and Director	April 23, 2013
Richard Kehmeier

/s/ Jared Beebe	Director	April 23, 2013
Jared Beebe

/s/ Thomas Robyn	Director	April 23, 2013
Thomas Robyn

~~The Company has no items of other comprehensive income in any period presented. Therefore, net income as presented in the Company’s Statement of Operations equals comprehensive income.~~35

Loss Per Share

At January 31, 2012 and 2011, potential common shares of 15,194,246 and 22,319,266, respectively, related to common stock options and warrants were excluded from the computation of diluted earnings per share since their effect is anti-dilutive.

Related Party Transactions

A related party is generally defined as (i) any person who holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone who directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See “Note 8. Related Party Transactions” for further discussion.

Recently Issued and Adopted Accounting Pronouncements

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company believes that none of the new standards will have a significant impact on its consolidated financial statements.

Note 3. Going Concern Considerations

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 $4,072,843 for the period from December 21, 2001 (inception) to January 31, 2012, and has no sales. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties. Management is seeking additional capital through an equity financing. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Note 4. Mineral Property Interest

Gilman Property

On May 7, 2004, the Company completed an agreement with MinQuest Inc. (‘MinQuest’) for an option to acquire a 100% interest in the Gilman Property. The Gilman property consists of 61 contiguous, unpatented mineral claims located in Lander County, Nevada, U.S.A. Upon signing the agreement the Company paid MinQuest $10,000. By May 15, 2009 the Company must make additional minimum annual option payments totaling $75,000 and incur annual exploration expenditures of an aggregate $450,000 on the property. The agreement is subject to a 3% royalty payable to MinQuest with the Company being able to repurchase up to two-thirds of the royalty for $1,000,000 for each 1% repurchased.

On March 22, 2005, the Company executed an amendment to the Gilman Property Option Agreement with MinQuest. As a result of the amendment, the Company’s obligation to incur $50,000 in exploration expenditures on the Gilman Property by May 2005 was moved to May 2009. On May 29, 2006 by way of a letter agreement the Company and MinQuest agreed to adjust the exploration expenditure commitments such that the amount due to be spent by May 15, 2006 was moved to May 15, 2007. On April 21, 2009 MinQuest granted the Company a one year extension on its Gilman property obligations. The result is that the final property option payment of $15,000 and the property expenditure requirement of $175,000 due May 15, 2009 are now due May 15, 2010. All other terms and commitments of the original agreement remain unchanged.

As of March 11, 2010, the Company had made the initial option payment of $10,000 due on signing as well as the $15,000 option payments due in May 2008, 2007, 2006 and 2005. In addition the Company has incurred approximately $154,000 in exploration expenditures on the property, but had a shortfall of approximately $121,000 to meet its exploration commitment. As a result of the extension granted by MinQuest, this amount was due to be incurred by May 15, 2010.

On March 11, 2010, the Company entered into an Assignment Agreement (the “Assignment Agreement”) with its wholly owned subsidiary Goldmin Exploration Inc., a Nevada corporation (“Goldmin”), to assign the exclusive option to an undivided right, title and interest in the Gilman property to Goldmin. Pursuant to the Assignment Agreement, Goldmin assumed the rights, and agreed to perform all of the duties and obligations, of Goldfields International arising under the Property Agreement. Included in the assignment were, without limitation, all sums incurred by Goldfields International in connection with the Gilman property, specially; the $154,000 of exploration expenditures incurred by Goldfields International prior to the Assignment Agreement. Goldmin has not made the indicated option payments and incur the exploration expenditures, when demanded and therefore is in jeopardy of losing its interest in the property.

On December 09, 2010, the Company and its’ subsidiary chose to terminate the Gilman Property Option Agreement by giving MinQuest written notice to terminate. The Company and its’ subsidiary do not maintain any further rights, interests, or obligations in the property.

Hercules Property

On October 22, 2004, the Company entered into an agreement with MinQuest for an option to acquire a 100% interest in the Hercules Property. The Hercules Property consists of 40 mineral claims located in Lyon County, Nevada, USA. Upon signing the agreement the Company paid MinQuest $20,000. The agreement requires certain additional minimum annual option payments totaling $200,000 and minimum annual exploration expenditures totaling $4,050,000 to be paid or incurred by November 25, 2014. The agreement is subject to a 3% royalty payable to MinQuest with the Company being able to repurchase up to two-thirds of the royalty for $3,000,000. On April 21, 2009 MinQuest granted the Company a one year extension on its Hercules property obligations. The result is that the $20,000 property option payments due annually on November 25, 2008 through 2014 inclusive are now due on November 25, 2009 through 2015 inclusive. The annual property expenditure requirements of $500,000 required to be incurred annually by November 25, 2009 through 2014 respectively are now due to be incurred by November 25, 2010 through November 25, 2015.

As of March 11, 2010, the Company had made the initial option payment of $20,000 due on signing as well as the $20,000 option payments due in November 2007, 2006 and 2005 however is in default of the November 2009 option payment. In addition the Company has incurred approximately $792,200 in exploration expenditures on the property but had a shortfall of approximately $257,800 to meet its exploration commitment. As a result of the extension granted by MinQuest, this amount was due to be incurred by November 25, 2009.

On March 11, 2010, the Company entered into an Assignment Agreement (the “Assignment Agreement”) with its wholly owned subsidiary Goldmin Exploration Inc., a Nevada corporation (“Goldmin”), to assign the exclusive option to an undivided right, title, and interest in the Hercules property to Goldmin. Pursuant to the Assignment Agreement, Goldmin assumed the rights, and agreed to perform all of the duties and obligations, of Goldfields International arising under the Property Agreement. Included in the assignment were, without limitation, all sums incurred by Goldfields International in connection with the Hercules property, specially; the $792,200 of exploration expenditures incurred by Goldfields International prior to the Assignment Agreement. Goldmin has not made the indicated option payments and incur the exploration expenditures, when demanded and therefore is in jeopardy of losing its interest in the property.

On December 09, 2010, the Company and its’ subsidiary acknowledged that the Hercules Property has reverted back to MinQuest according to a final 30 day notice of default served by MinQuest due to a shortfall in option payments and exploration expenditures. The Company and its’ subsidiary do not have any further rights, interests, or obligations in the property.

Cortez Property

On February 28, 2005, the Company entered into an agreement with MinQuest for an option to acquire a 100% interest in the Crescent Fault Claims, the Bankop Property, and the Bullion Mountain Property (collectively, the ‘Cortez Property’). The Cortez Property consists of an aggregate of approximately 75 mineral claims located in Eureka and Lander Counties, Nevada, U.S.A. Upon signing the agreement the Company paid MinQuest $65,000. By February 15, 2010 the Company must make additional minimum annual option payments totaling $445,000 and incur annual exploration expenditures of an aggregate $1,150,000 on the property. The property option agreement is subject to a 3% royalty payable to MinQuest and the Company is required to use MinQuest for exploration conducted on the Cortez Properties. On May 29, 2006 by way of a letter agreement, the Company and MinQuest agreed to adjust the timing of exploration expenditures such that an aggregate amount of approximately $250,000 was to be spent by September 1, 2006. On April 21, 2009 MinQuest granted the Company a one year extension on its Cortez property obligations. The result is that the $75,000 property option payments due on February 26, 2009 is now due February 26, 2010 and the $250,000 due on February 26, 2010 is now due February 26, 2011. The annual property expenditure requirement of $300,000 required to be incurred by February 26, 2009 is now due to be incurred by February 26, 2010 and the $250,000 due February 26, 2010 is now due to be incurred by February 26, 2011.

As of March 11, 2010, the Company had made the initial option payment of $65,000 due on signing as well as the $50,000, $40,000 and the $30,000 option payments due in February of 2008, 2007, and 2006 respectively. In addition the Company has incurred approximately $242,900 in exploration expenditures on the property, but had a shortfall of approximately $207,100 to meet its exploration commitment. As a result of the extension granted by MinQuest, this amount was due to be incurred by February 26, 2010.

On March 11, 2010, the Company entered into an Assignment Agreement (the “Assignment Agreement”) with its wholly owned subsidiary Goldmin Exploration Inc., a Nevada corporation (“Goldmin”), to assign the exclusive option to an undivided right, title, and interest in the Gilman property to Goldmin. Pursuant to the Assignment Agreement, Goldmin assumed the rights, and agreed to perform all of the duties and obligations of Goldfields International arising under the Property Agreement. Included in the assignment were, without limitation, all sums incurred by Goldfields International in connection with the Cortez property, specially the $242,900 of exploration expenditures incurred by Goldfields International prior to the Assignment Agreement. Goldmin has not made the indicated option payments and incur the exploration expenditures, when demanded and therefore is in jeopardy of losing its interest in the property.

Note 5. Reclamation Deposits

The Company has been granted exploration permits from the State of Nevada for several of its properties. As part of the application process, the Company is required to pay refundable deposits to the State as surety for the estimated reclamation costs associated with planned exploration programs. Upon completion of required reclamation the Company will receive a refund of the deposit.

Note 6. Loans Payable

On April 8, 2011, the Company entered into a $20,000 loan agreement with an unrelated party to provide working capital. The loan bears interest at the United States Prime Rate plus 1%. The Company may repay the entire loan including the outstanding interest at anytime by advising the lender of such intent to repay 15 days prior to the anticipated date of repayment. On May 9, 2011, the Company entered into a second loan agreement with this same party for $30,000. The loan bears the same terms and conditions as the loan agreement dated April 9, 2011.

During the years ended January 31, 2012 and 2011, the company recorded interest expense totaling $1,627 and $nil, respectively, in its Consolidated Statement of Operations related to these loans payable.

Note 7. Shareholders’ Equity

The Company’s authorized capital consists of 600,000,000 shares of common stock , par value of $0.001 per share and 100,000,000 shares of preferred stock, par value $0.001 per share.

Stock Options

The Company’s Board of Directors adopted the Goldfields International Inc.’s 2004 Stock Option Plan (the “2004 Plan”) which reserved 5,000,000 common shares for grant to employees, directors and consultants. As of January 31, 2012, there were 2,600,000 shares available for grant. In general, options are granted with an exercise price equal to the fair value of the underlying common stock on the date of the grant. Options generally have a contractual life of 10 years and vest over periods ranging from being fully vested as of the grant dates to four years.

The following table summarizes stock option activity as of January 31, 2012 under the 2004 Plan:

		Weighted		Remaining
		Average		Contractual	Aggregate
	Number of	Exercise		Life	Intrinsic
	Options	Price		(years)	Value
Balance, January 31, 2010	750,000
Options granted	-
Options exercised	-
Options canceled	-
Balance, January 31, 2011	750,000	$	1.07
Options granted	-
Options exercised	-
Options canceled	(700,000)	$	1.14
Balance, January 31, 2012	50,000	$	0.06		$	-
Exercisable at January 31, 2012	50,000			2.17	$	-

All stock options currently outstanding are fully vested so there is no unrecognized compensation expense as of January 31, 2012.

Warrants

The following table lists the common share warrants outstanding as January 31, 2012. Each warrant is exchangeable for one common share.

Class	Quantity	Exercise Price	Exercise Period
A	403,600	$ 1.50	November 4, 2005 to November 4, 2012
B	258,446	$ 0.74	February 6, 2008 to February 6, 2013
B	403,600	$ 2.00	May 4, 2006 to May 4, 2013
C	403,600	$ 2.50	November 4, 2006 to November 4, 2013
	1,469,246

Note 8. Related Party Transactions

Mr. Richard Kern has served as a Director from May 26, 2004 to November 30, 2010 and as our President, Chief Executive and Operating Officer, Treasurer, and Secretary from September 12, 2008 to November 30, 2010. On November 30, 2010 Mr. Kern resigned as President, Chief Executive and Operating Officer, Treasurer, Secretary and Director of the Company. Mr. Kern is also the president of MinQuest. All of the Company’s mineral properties had been optioned from MinQuest. As a result, MinQuest and Mr. Kern were related parties to the Company and both MinQuest and Mr. Kern receive substantial payments from the Company. In addition, the Company had agreed to use Mr. Kern as the primary contractor on exploration undertaken to date on all of its properties. . On December 9, 2010, the Company chose to terminate the Gilman and Cortez Property option agreements with MinQuest. Furthermore, the Company acknowledged that the Hercules Property has reverted back to MinQuest according to a final 30 day notice of default served by MinQuest due to a shortfall in option payments and exploration expenditures. The Company and its’ subsidiary do not maintain any further rights, interests, or obligations in these properties.

Note 9. Income Taxes

Deferred tax assets of the Company are as follows:

	2012			2011
Loss carry-forwards	$	787,000		$	768,000
Less: Valuation allowance		(787,000	)		(768,000	)
Deferred tax asset recognized	$	-		$	-

A valuation allowance has been recorded to reduce the net benefit recorded in the financial statements related to these deferred tax assets. The valuation allowance is deemed necessary as a result of the uncertainty associated with the ultimate realization of these deferred tax assets.

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate of 34% (2010 – 34%) to net loss for the year. The sources and tax effect of the differences are as follows:

	2012			2011
Computed “expected” tax benefit	$	19,380		$	3,740
Permanent differences		(380	)		260
Change in Valuation Allowance		(19,000	)		(4,000	)
Income tax provision	$	-		$	-

As at January 31, 2012, the Company has net operating loss carry-forwards of approximately $2,315,000 (2010 - $2,258,000), which expire between 2022 and 2032.

With few exceptions, the company is generally no longer subject to U.S. federal, state, local or non-U.S. income tax examinations by tax authorities for years before 2008. The following describes the open tax years, by major tax jurisdiction, as of February 1, 2012:

United States (a) 2008 – Present

(a) Includes federal as well as state or similar local jurisdictions, as applicable.

Note 10. Subsequent Events

In preparing these consolidated financial statements, management has evaluated information about subsequent events that became available to them through the date the consolidated financial statements were issued. This information relates to events, transactions or changes in circumstances that would require them to adjust the amounts reported in the financial statements or to disclose information about those events, transactions or changes in circumstances. The Company has noted the following events for disclosure

· On February 22, 2012, the Company closed a private placement of 13,000,000 restricted common shares at $0.01 per share, for aggregate gross proceeds of $130,000 from one non-US investor pursuant to Regulation S of the Securities Act of 1933, as amended.

· On March 9, 2012, the Company’s Board of Directors authorized a 1-to-100 reverse split of the common stockholders of record on March 9, 2012, and authorized to change the Company’s name from American Goldfields Inc. to Goldfields International Inc. The Company’s authorized capital will remain the same after giving effect to the reverse-split. The name change has not been reflected in this filing as the Company has not filed a certificate of amendment with the State of Nevada as of the date of this filing. The reverse split has not been reflected in this filing as the Company has not received approval from FINRA as of the date of this filing.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, under supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2012, our disclosure controls and procedures were effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed 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.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of January 31, 2012. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its assessment, management concluded that, as of January 31, 2012, the Company’s internal control over financial reporting was effective.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management concluded the Company does not have control deficiencies that represent material weaknesses as of January 31, 2012.

Attestation Report of Registered Public Accounting Firm

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to permanent rules of the SEC that permit the Company to provide only management’s report in this annual report.

Changes in Internal Controls over Financial Reporting

As of January 31, 2012, management assessed the effectiveness of our internal control over financial reporting and based on that evaluation, they concluded that from January 1, 2011 through January 31, 2012 and to date, the internal controls and procedures were effective. During the course of their evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.

We believe that our financial statements contained in our Form 10-K for the twelve months ended January 31, 2012, fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects. We are committed to improving our financial organization. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements as necessary.

This transition report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

The Company has made significant changes to improve the segregation of responsibilities during the twelve months ended fiscal January 31, 2012, that have materially improved our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Set forth below is certain information concerning the Company’s Executive Officer and Directors as of April 29, 2012.

Name	Position	Age	Date of First Election Or Appointment
Richard Kehmeier(1)	Director, President, Chief Executive and Operating Officer, Treasurer, and Secretary	63	August 1, 2009
Jared Beebe	Director	61	September 15, 2006

(1) On August 01, 2009, Mr. Richard Kern joined the Company’s Board of Directors and on November 30, 2010 he was appointed the Company’s President, Chief Executive Officer, Secretary, and Treasurer.

The following is a brief account of the education and business experience of each Director and Executive Officer during the past five years:

Richard Kehmeier is a Certified Professional Geologist with nearly forty years of international experience in all phases of resource development for the mining industry. Mr. Kehmeier is currently the Chief Geologist for Pincock Allen & Holt in Lakewood Colorado. During his career he has held such positions as Vice President of Exploration at Gold Reserve Corp and Atlas Corporation and has worked for companies such as Union Carbide, and Anaconda. He is responsible for the discovery of nearly 15 million ounces of gold in his career. Mr. Kehmeier graduated from the Colorado School of Mines with a Bachelor of Science in Geological Engineering and a Master of Science in Geology.

Jared Beebe is an experienced geologist with an extensive background in mineral exploration. In his nearly 20 years of working in the mining industry, he has worked for a variety of exploration companies in Canada and the United States. He is currently an independent consulting Project Manager. He previously worked for Soho Resources from 2007 to 2008, for Globex Mining in 2006, for Scorpio Mining in 2005 and from 1999 to 2004 he worked as a researcher at the University of Quebec where he studied Geographic Information Systems. Mr. Beebe earned a Bachelor of Science degree in Geology from Metropolitan State College, Denver, Colorado, in 1981. He is a member of the Association of Applied Geochemists, the Geological Society of Nevada, the Ordre du Géologues du Québec, and the Society of Economic Geologists.

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 Officer is appointed by our Board of Directors and holds office until removed by the board.

The Board of Directors has not established an audit committee and does not have an audit committee financial expert. The Board is of the opinion that an audit committee is not necessary since the Company’s directors have been performing the functions of an audit committee.

The Board has not established an Option Committee or a Compensation Committee. Currently the Board functions as these committees. 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 officer, 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 2012 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.

Code of Ethics

· 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 11. EXECUTIVE COMPENSATION

Summary Compensation.

Mr. Richard Kehmeier has been serving as a Director since August 1, 2009 and as our President, Chief Executive and Operating Officer, Treasurer, and Secretary since November 30, 2010. Mr. Richard Kern was a Director from May 26, 2004 to November 30, 2010 and from September 12, 2008 to November 30, 2010, our President, Chief Executive Operating Officer, Treasurer, and Secretary. Accordingly on November 30, 2010, Mr. Kern resigned as President, Chief Executive Officer, Secretary, Treasurer, and Director of the Company. We had no other officers during the fiscal year ended January 31, 2012.

We have no employment agreements with any of our directors or our sole executive officer. We have no pension, health, annuity, bonus, insurance, equity incentive, non-equity incentive, stock options, profit sharing or similar benefit plans.

The following table sets forth information concerning the compensation paid or earned during the fiscal years ended January 31, 2012, 2011 and 2010 for services rendered to our Company in all capacities by the following persons: (i) all individuals who served as the principal executive officer or acting in a similar capacity during the fiscal year ended January 31, 2012, regardless of compensation level; (ii) all individuals who served as officers at January 31, 2012 and whose total compensation during the fiscal year ended January 31, 2012 exceeded $100,000; and (iii) up to two additional individuals who served as officers during the fiscal year ended January 31, 2012 and whose total compensation during the fiscal year ended January 31, 2012 exceeded $100,000, regardless of whether they were serving as officers at the end of such fiscal year.

SUMMARY COMPENSATION TABLE
Name and principal position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)	Total ($) (j)
Richard Kehmeier(1)	2012	0	0	0	0	0	0	0	0
	2011	0	0	0	0	0	0	0	0
	2010	0	0	0	0	0	0	0	0

(1) Mr. Richard Kehmeier has been serving as a Director since August 1, 2009 and as our President, Chief Executive and Operating Officer, Treasurer, and Secretary since November 30, 2010.

Outstanding Equity Awards

The table set forth below presents certain information concerning unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer above outstanding as of January 31, 2012. None of our Directors or Executive Officer hold unexercised options or stock that has not vested, or equity incentive plan awards.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS							STOCK AWARDS
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)	Option Expiration Date (f)	Number Of Shares or Units of Stock That Have Not Vested (#) (g)	Market Value Of Shares Or Units Of Stock That Have Not Vested ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (j)
Richard Kehmeier(1)	0	0	0	0	0	0	0	0	0	0

(1) Mr. Richard Kehmeier has been serving as a Director since August 1, 2009 and as our President, Chief Executive and Operating Officer, Treasurer, and Secretary since November 30, 2010.

Compensation of Directors

The Company has entered into Service Agreements with Mr. Kehmeier and Mr. Beebe to receive USD $500 per month for serving as Directors of the Company. Mr. Kehmeier and Mr. Beebe agreed to suspend their director’s fees in order to conserve working capital. For the fiscal period ending January 31, 2012, there was $Nil paid to Mr. Kehmeier and $Nil to Mr. Beebe.

ITEM 12. 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 29, 2012 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.

The percentages below are calculated based on 34,876,932 shares of common stock issued and outstanding.

Name of Beneficial Owner	Title Of Class	Amount and Nature of Beneficial Ownership	Percent of Class
Jishi Zichang Corp. (1)	Common	13,000,000	37.3%
Trevor Newton(2)	Common	1,939,531	5.6%
Richard Kehmeier(3)	NA	0	0
Jared Beebe(4)	NA	0	0
All directors and executive officer as a group (3 persons)	NA	0	0

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.

(1) Jishi Zichang Corp. claims sole voting and dispositive power with respect to 13,000,000 shares of the Company’s common shares as of April 26, 2012.

(2) Trevor Newton claims sole voting and dispositive power with respect to 1,959,531 shares of the Company’s common shares as of April 26, 2012.

(3) Mr. Richard Kehmeier has been serving as a Director since August 1, 2009 and as our President, Chief Executive and Operating Officer, Treasurer, and Secretary since November 30, 2010.

(4) Jared Beebe has been serving as a Director since September 15, 2006.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our Board comprised of a majority of “independent directors.” We believe that our Directors currently meet the definition of “independent” as that term is defined in the rules and regulations of the American Stock Exchange.

ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES

Robison, Hill & Co. is the Company’s Principal Accountant. Their fees billed to the Company for the fiscal years ending January 31, 2012 and 2011 are set forth below:

	Fiscal year ending January 31, 2012		Fiscal year ending January 31, 2011
Audit Fees	$	21,075	$	22,800
Audit Related Fees	NIL		NIL
Tax Fees	NIL		NIL
All Other Fees	NIL		NIL

All of the principal accounting fees and services were approved by the Board of Directors, currently acting in place of the Audit Committee in accordance with the By-Laws of the Company.

PART IV

ITEM 15. EXHIBITS

Exhibit No.	Description	Where Found
3.1	Articles of Incorporation	Previously filed with the Company’s Form SB-2, filed with the SEC on March 13, 2002, as amended on Jun 12, 2002, July 18, 2002, and August 22, 2002
3.2	Bylaws	Previously filed with the Company’s Form SB-2, filed with the SEC on March 13, 2002, as amended on Jun 12, 2002, July 18, 2002, and August 22, 2002
4.1	Share Certificate	Previously filed with the Company’s Form SB-2, filed with the SEC on March 13, 2002, as amended on Jun 12, 2002, July 18, 2002, and August 22, 2002
10.1	Property Option Agreement (relating to the Gilman Property)	Previously filed with the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2004
10.2	Property Option Agreement (relating to the Imperial Property)	Previously filed with the Company’s Current Report on Form 8-K, filed with the SEC on July 9, 2004
10.3	Property Option Agreement (relating to the Hercules Property)	Previously filed with the Company’s Current Report on Form 8-K, filed with the SEC on November 1, 2004
10.4	Property Option Agreement (relating to the Cortez Properties)	Previously filed with the Company’s Current Report on Form 8-K, filed with the SEC on March 2, 2005
10.5	Stock Option Agreement, dated July 12, 2006, between American Goldfields Inc. and Richard Kern	Previously filed with the Company’s Current Report on Form 8-K, filed with the SEC on July 18, 2006
10.6	Buy-Back Option Agreement, dated July 12, 2006, between American Goldfields Inc. and Richard Kern	Previously filed with the Company’s Current Report on Form 8-K, filed with the SEC on July 18, 2006
10.7	Redemption Agreement dated July 14, 2006, between American Goldfields Inc. and Greg Crowe	Previously filed with the Company’s Current Report on Form 8-K, filed with the SEC on July 18, 2006
16.1	Change in Certifying Accountants	Previously filed with the Company’s Current Report on From 8-K, filed with the SEC on December 5, 2008.
31.1	Rule 13a-14(a)/15d14(a) Certifications	Attached Hereto
32.1	Section 1350 Certifications	Attached Hereto

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 26, 2012	By: /s/ Richard Kehmeier
	Name: Richard Kehmeier
	Title: President, Chief Executive and Operating Officer, Treasurer, Secretary, and 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.

SIGNATURE	TITLE	DATE
/s/Richard Kehmeier Richard Kehmeier	President, Chief Executive and Operating Officer, Treasurer, Secretary, and Director	April 26, 2012
/s/ Jared Beebe Jared Beebe	Director	April 26, 2012

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