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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B8p1Li0ijipLxt3orcEw68qMm3fw0O9xk/U5C7Sw+4bATWxPOJdtTu9tyCazDFi+ 1RlbCO5Zw8DIyOm9i+9M7g== 0001134821-05-000066.txt : 20050524 0001134821-05-000066.hdr.sgml : 20050524 20050524130856 ACCESSION NUMBER: 0001134821-05-000066 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050524 DATE AS OF CHANGE: 20050524 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN GOLDFIELDS INC CENTRAL INDEX KEY: 0001208038 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 383661016 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80269 FILM NUMBER: 05853781 BUSINESS ADDRESS: STREET 1: 961 MATLEY LANE, SUITE 120 CITY: RENO STATE: NV ZIP: 89502 BUSINESS PHONE: 7753379433 MAIL ADDRESS: STREET 1: 961 MATLEY LANE, SUITE 120 CITY: RENO STATE: NV ZIP: 89502 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAB SPECIAL SITUATIONS (MASTER) FUND LTD CENTRAL INDEX KEY: 0001327372 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: P.O. BOX 908 GT STREET 2: WALKER HOUSE MAIN STREET CITY: GEORGE TOWN STATE: E9 ZIP: 0000 BUSINESS PHONE: 206-903-8850 MAIL ADDRESS: STREET 1: P.O. BOX 908 GT STREET 2: WALKER HOUSE MAIN STREET CITY: GEORGE TOWN STATE: E9 ZIP: 0000 SC 13G 1 westerngoldfields.htm INFORMATION STATEMENT _

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

WESTERN GOLDFIELDS, INC.

(Name of Issuer)

COMMON SHARES

(Title of Class of Securities)

95828P 10 4

(CUSIP Number)

May 4, 2005

(Date of Event Which Requires Filing of This Statement)

Check the Appropriate box to designate the rule pursuant to which this schedule is filed:

[ ]

Rule 13d-1(b)

[ X ]

Rule 13d-1(c)

[ ]

Rule 13d-1(d)

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
	RAB SPECIAL SITUATIONS (MASTER) FUND LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) [ ] (b) [ ]
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
		5	SOLE VOTING POWER 5,345,853*
NUMBER OF
SHARES		6	SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY		7	SOLE DISPOSITIVE POWER 5,345,853*
EACH
REPORTING		8	SHARED DISPOSITIVE POWER 0
PERSON WITH
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,345,853* * Consists of (i) 2,595,853 shares of common stock, (ii) warrants exercisable to acquire 1,750,000 shares of common stock and (iii) 1,000,000 shares of preferred stock, each share convertible into one share of common stock. Under the terms of the Warrants and the preferred stock, in no event shall such securities be converted into Common Shares, if after giving effect to such conversion, the holder would, in aggregate, beneficially own Common Shares of the issuer in excess of 9.99% of the issued and outstanding Common Shares, within the meaning of Rule 13d-1 of the Securities Exchange Act of 1934, as amended.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	Up to 9.99% Based on 38,796,809 common shares issued and outstanding, as disclosed by the issuer on Form 10-QSB filed with the SEC on April 15, 2005. Under the terms of the Warrants and the preferred stock, in no event shall such securities be converted into Common Shares, if after giving effect to such conversion, the holder would, in aggregate, beneficially own Common Shares of the issuer in excess of 9.99% of the issued and outstanding Common Shares, within the meaning of Rule 13d-1 of the Securities Exchange Act of 1934, as amended.
12	TYPE OF REPORTING PERSON CO

Item 1

(a).

Name of Issuer:

Western Goldfields, Inc.

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

961 Matley Lane, Suite 120

Reno, Nevada 89502

Item 2

(a).

Name of Person Filing:

RAB Special Situations (Master) Fund Limited

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

RAB Special Situations (Master) Fund Limited

P.O. Box 908 GT

Walker House Mary Street

George Town, Cayman Islands

Item 2

(c).

Citizenship

Cayman Islands

Item 2

(d).

Title of Class of Securities:

Common Shares

Item 2

(e).

CUSIP Number:

95828P 10 4

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

[ ]

Broker or dealer registered under Section 15 of the Act;

(b)

[ ]

Bank as defined in Section 3(a)(6) of the Act;

(c)

[ ]

Insurance Company as defined in Section 3(a)(19) of the Act;

(d)

[ ]

Investment Company registered under Section 8 of the Investment Company Act;

(e)

[ ]

Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

[ ]

Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

[ ]

Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

[ ]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

[ ]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940:

(j)

[ ]

Group, in accordance with Rule 13d-1(b)(1)(ii)(j).

[ X ] If this statement is filed pursuant to Rule 13d-1(c), check this box.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

(a)

Amount beneficially owned: See Item 9 on the cover page

(b)

Percent of class: See Item 11 on the cover page

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

See Item 5-8 on cover page

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	May 17, 2005 _
	(Date)
	RAB SPECIAL SITUATIONS (MASTER) FUND LIMITED
	By: /s/ Philip Richards Philip Richards, Director

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