Filed Pursuant to Rule 424(b)(3)
Registration No. 333-148622

PROSPECTUS

COLORADO GOLDFIELDS INC.

19,492,200 Shares of
Common Stock

          This prospectus relates to the resale of up to 19,492,200 shares of our common stock that may be offered and sold, from time to time, by the selling shareholders identified in this prospectus for their own account, consisting of:

	•		8,758,600 shares of common stock issued pursuant to a private placement completed in November 2007 (Private Placement) of 8,758,600 units to the selling shareholders at $.375 per unit (each unit consisted of one common share and one non-transferable share purchase warrant);
	•		8,758,600 shares of common stock issuable upon exercise of 8,758,600 non-transferable common stock purchase warrants forming part of the units sold in the Private Placement; and
	•		1,975,000 shares which were acquired by our President and Chief Executive Officer in a private transaction with our former Chief Executive Officer.

          All of these securities are being offered by the selling shareholders named in this prospectus, or their assigns or successors in interest. The selling shareholders will receive all of the proceeds from the sale of the securities being offered by this prospectus. We will, however, receive the exercise price of the Warrants if the selling shareholders exercise their Warrants.

          The selling shareholders may sell the securities being offered by them from time to time in the over the counter market, on one or more stock exchanges, in market transactions, in negotiated transactions or otherwise, and at prices and at terms that will be determined by the then-prevailing market price for the securities or at negotiated prices directly or through broker-dealers, who may act as agent or as principal, or by a combination of such methods of sale. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” on page 45.

          Our common stock currently trades over the counter and is quoted on the Over the Counter Bulletin Board (OTC Bulletin Board) under the symbol “CGFI.” On May 13, 2008, the closing price of our common stock was $0.435 per share.

          Investing in our common stock involves risks that are described in the “RISK FACTORS” section beginning on page 5 of this prospectus.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of our common stock or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

          This prospectus contains descriptions of certain contracts, agreements or other documents affecting our business. These descriptions are not necessarily complete. For the complete text of these documents, you can refer to the exhibits filed with the registration statement of which this prospectus is a part or incorporated into the registration statement. See, “Where You Can Find More Information.”

          You should rely only on the information contained in this prospectus, or to which we have referred you. We have not authorized anyone to provide you with information other than as contained or referred to in this prospectus. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate as of the date of this document.

          Please see the note under “RISK FACTORS” for a description of special factors potentially affecting forward-looking statements included in this prospectus.

          The following summary highlights information contained elsewhere in this prospectus. It does not contain all of the information you should consider before investing in our securities. You should read the entire prospectus carefully, including the sections entitled “RISK FACTORS” and “FINANCIAL STATEMENTS.”

          As used in this prospectus, unless the context requires otherwise, the terms “Company,” “we,” “our” and “us” refer to Colorado Goldfields Inc.

          Colorado Goldfields Inc. (“we,” “us,” or the “Company”) is a mining exploration stage company engaged in the acquisition and exploration of mineral properties, primarily for gold and other metals. We hold an option to acquire up to an 80% undivided interest in certain properties located in San Juan County, Colorado. These properties consist of 44 patented and 13 unpatented mining claims in the Gold King and Mogul Mine properties, and a 70% undivided interest in 19 patented mining claims in the Mayflower Mine. We refer to these claims as the “San Juan Properties” throughout this Report. We are presently in the exploration stage at the San Juan Properties. We have not generated revenue from mining operations.

          We were organized under the laws of the State of Nevada on February 11, 2004 under the name Garpa Resources Inc. On June 18, 2007, we changed our name to Colorado Goldfields Inc.

          Our principal executive offices are located at 10920 West Alameda Avenue, Suite 207, Lakewood, Colorado, 80226 and our telephone number is (303) 984-5324. Our common stock is quoted on the OTC Bulletin Board System under the symbol “CGFI.” We maintain a website at www.cologold.com. The information available on or through our website is not part of this prospectus.

Letter of Intent for Mexican Silver Mining Company

          On March 12, 2008, we entered into a Letter of Intent (“LOI”) to potentially acquire 75% of the outstanding shares of Besmer, S.A. de C.V. (Besmer), of Durango, Mexico from its three shareholders for $3.0 million. Besmer is currently operating the El Barreno, Remedios, and La Zacatecana silver mines in the states of Zacatecas and Durango, Mexico, and also operates the Bocas Hacienda flotation mill near Suchil, Mexico. In connection with execution of the LOI, we made a $50,000 earnest money deposit with the selling shareholders. See “Business and Properties — Recent Events” for further information.

          In November 2007, we entered into private placement subscription agreements for 8,758,600 Units with 24 offshore subscribers and four U.S. subscribers at a price of US$0.375 per unit (US $0.75 per Unit before taking into effect our forward stock split of our authorized, issued and outstanding common stock as reported in our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on November 2, 2007), for an aggregate subscription amount of approximately US$3,284,500. Each Unit consisted of one share of common stock and one common stock purchase warrant, which warrant entitles the holder to purchase one additional share of our common stock at a price of US$0.50 per share (or US$1.00 pre-split), for a period of two years from the closing of the private placement. We did not use the services of a placement agent although we have paid a finder fee of $250,000 to a European company in connection with their introductions to offshore subscribers. See “Business and Properties — Recent Events” for further information.

          This prospectus covers the resale of 19,492,200 shares of common stock by selling shareholders in market or negotiated transactions. Of the shares offered by the selling shareholders, 10,733,600 shares are currently outstanding and 8,758,600 shares are issuable upon exercise of Warrants held by the selling shareholders. The following table summarizes certain information concerning this offering.

          An investment in our common stock or Warrants is subject to a number of risks. Risk factors relating to our company include a history of operating losses, lack of proven or probable reserves, ongoing reclamation obligations, environmental concerns, dependence on properties located in a single area and dependence on key personnel. Risk factors relating to our common stock include the volatility of our stock price, our limited trading market and lack of dividends. See, “RISK FACTORS” for a full discussion of these and other risks.

          The following table presents certain selected historical financial data about our company. Historical financial information as of and for the year ended August 31, 2007 and 2006 has been derived from our financial statements, which have been audited by GHP Horwath, P.C. and Manning Elliot LLP, independent accountants. Historical financial information as of and for the three months ended November 30, 2007 and 2006 has been derived from our unaudited financial statements.

          You should read the data set forth below in conjunction with the section entitled “Management’s Discussion and Analysis or Plan of Operation,” our financial statements and related notes included elsewhere in this prospectus.

          An investment in our securities involves a high degree of risk. You should consider carefully the following risks, along with all of the other information included in this prospectus, before deciding to buy our common stock. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also impair our business operations. If we are unable to prevent events that have a negative effect from occurring, then our business may suffer.

          This prospectus, including Management’s Discussion and Analysis or Plan of Operation, contains forward-looking statements that may be materially affected by several risk factors, including those summarized below.

Our only mining property is an option to acquire various mining claims, the feasibility of which has not been established as we have not completed exploration or other work necessary to determine if it is commercially feasible to acquire and develop the property.

          We are currently a mining exploration stage company. Our only mining assets are an option to acquire up to an 80% interest in certain mining claims in San Juan County, Colorado. Additionally, in June 2007 we acquired the Pride of the West Mill, which is currently under a cease and desist order from the Colorado Division of Reclamation, Mining and Safety which prohibits operation until certain deficiencies are corrected. See “Business and Properties” of this Prospectus for more information regarding our mining assets. The San Juan Properties subject to the option do not have any proven or probable reserves. A “reserve,” as defined by the SEC, is that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. A reserve requires a feasibility study demonstrating with reasonable certainty that the deposit can be economically extracted and produced. We have not carried out any feasibility study with regard to the San Juan Properties. As a result, we currently have no reserves and there are no assurances that we will be able to prove that there are reserves on the San Juan Properties.

          Mineral exploration and development involve a high degree of risk and few properties that are explored are ultimately developed into producing mines. We can not assure you that any future mineral exploration and

development activities will result in any discoveries of proven or probable reserves as defined by the SEC since such discoveries are remote. Nor can we provide any assurance that, even if we discover commercial quantities of mineralization, a mineral property will be brought into commercial production. Development of our mineral properties will follow only upon obtaining sufficient funding and satisfactory exploration results.

          Under our Option Agreement with Mr. Hennis and San Juan Corp. (the “Optionors”), we are required to expend $6,000,000 on the San Juan Properties in order to earn a 40.0% undivided ownership interest in the San Juan Properties. Additionally, we can earn two separate 20.0% ownership interests, for a total ownership interest of 80.0%, by expending $3,500,000 on the San Juan Properties and issuing to the Optionors 10,000,000 shares of our common stock for each 20.0% tranche.

          On March 12, 2008, we entered into a non-binding letter of intent to potentially acquire a 75% interest in Besmer, S.A. de C.V., a Mexican company which owns and operates three producing silver mines and a mill in Mexico. The purchase price for the Besmer interest is $3,000,000.

          In November 2007, we raised approximately $3,284,500 pursuant to a private placement of securities, and as of mid April, 2008, we had approximately $940,000 remaining from the private placement. Thus, we will be required to raise significantly more capital in order to fully exercise the option and develop the San Juan Properties for mining production assuming that economically viable reserves exist and to purchase the 75% interest in Besmer. There is no assurance that our investments in the Option Agreement will be financially productive. Our ability to obtain necessary funding depends upon a number of factors, including the price of gold and other base metals and minerals which we are able to mine, the status of the national and worldwide economy and the availability of funds in the capital markets. If we are unable to obtain the required financing for these or other purposes, our letter of intent to purchase a 75% interest in Besmer will lapse. Furthermore, our exploration activities would be delayed or indefinitely postponed, we would likely lose our option to acquire an ownership interest in the San Juan Properties and this would likely, eventually, lead to failure of our Company. Even if financing is available, it may be on terms that are not favorable to us, in which case, our ability to become profitable or to continue operating would be adversely affected. If we are unable to raise funds to purchase the Besmer interest or to continue our exploration and feasibility work on the San Juan Properties, or if commercially viable reserves are not present, the market value of our securities will likely decline, and our investors may lose some or all of their investment.

          Our primary asset is our Option Agreement with Todd C. Hennis and San Juan Corp., a Colorado corporation owned by Mr. Hennis. Under the Option Agreement we have a right to acquire various ownership interests in certain mining properties located in San Juan County, Colorado, all of which are currently owned by Mr. Hennis or San Juan Corp. In connection with the acquisition of the Option Agreement, we hired Mr. Hennis as our President and Chief Executive Officer pursuant to an employment agreement. See “Business and Properties,” and “Management — Executive Employment Agreement” for a discussion of the terms of the Option and Employment Agreements. Because there are continuing obligations under the Option Agreement, a dispute may arise between us and Mr. Hennis/San Juan Corp. Under Nevada Law, this continuing financial transaction with Mr. Hennis is proper so long as the fact of Mr. Hennis’ ongoing financial interest is known to our Board of Directors and our Board ratifies the ongoing transaction in good faith and by a vote sufficient for the purpose without counting the vote of Mr. Hennis.

          Since our inception in 2004, we have had nominal operations and incurred operating losses. As of February 29, 2008, our cumulative deficit since inception is approximately $1,881,980. As we are just beginning exploration activities under our recently acquired option on the San Juan Properties, we expect to incur additional losses in the foreseeable future, and such losses may be significant. To become profitable, we must be successful in raising capital to continue with our exploration activities and meet the requirements to exercise our option on the San Juan

Properties, discover economically feasible mineralization deposits and establish reserves, successfully develop the properties and finally realize adequate prices on our minerals in the marketplace. It could be years before we receive any revenues from gold and mineral production, if ever. Thus, we may never be profitable. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a long-term basis. These circumstances raise significant doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors’ report on our audited financial statements for the period ended August 31, 2007. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.

          Historical production of gold and other metals and minerals from the mines encompassed under our Option Agreement cannot be relied upon as an indication that the San Juan Properties will have commercially feasible reserves. Investors in our securities should not rely on historical operations of the San Juan Properties as an indication that we will be able to place the San Juan Properties into commercial production again. We expect to incur losses unless and until such time as our property enters into commercial production and generates sufficient revenue to fund our continuing operations.

          The potential for profitability of our gold and other metal and mineral mining operations and the value of any mining properties we may acquire will be directly related to the market price of gold and the metals and minerals that we mine. Historically, gold and other mineral prices have widely fluctuated, and are influenced by a wide variety of factors, including inflation, currency fluctuations, regional and global demand and political and economic conditions. Fluctuations in the price of gold and other minerals that we mine may have a significant influence on the market price of our common stock and a prolonged decline in these prices will have a negative effect on our results of operations and financial condition.

          We are responsible for the reclamation obligations related to any exploratory and mining activities located on the San Juan Properties. Since we have only begun exploration activities, we cannot estimate these costs at this time. In March 2008, the Colorado Division of Reclamation, Mining and Safety transferred the mill permit into our name, and we delivered to the Division a reclamation bond in the amount of $318,154. We have currently estimated the total reclamation costs on the Mill at $500,000 and have recorded a liability in this amount. There is a risk that the Mill reclamation costs may exceed our current estimate, and such excess could be significant. The satisfaction of current and future bonding requirements and reclamation obligations will require a significant amount of capital. There is a risk that we will be unable to fund these additional bonding requirements, and further that increases to our bonding requirements or excessive actual reclamation costs will negatively affect our financial position and results of operation.

          Our ability to explore and mine the optioned properties depends on the validity of title to that property. The mineral properties in San Juan County subject to our Option Agreement consist of patented and unpatented mining claims. Unpatented mining claims are effectively only a lease from the federal government to extract minerals; thus an unpatented mining claim is subject to contest by third parties or the federal government. These uncertainties relate to such things as the sufficiency of mineral discovery, proper posting and marking of boundaries, failure to meet statutory guidelines, assessment work and possible conflicts with other claims not determinable from descriptions of record. Since a substantial portion of all mineral exploration, development and mining in the United States now occurs on unpatented mining claims, this uncertainty is inherent in the mining industry. We have not obtained a title opinion on the San Juan Properties we have under option. Thus, there may be challenges to the title to the properties which, if successful, could impair development and/or operations.

          Mining exploration and exploitation activities are subject to federal, state and local laws, regulations and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Exploration and exploitation activities are also subject to federal, state and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of exploration methods and equipment.

          Currently, federal and state agencies are threatening enforcement activities against our Company and San Juan Corp. Together with San Juan Corp. we are in the process of negotiating with such agencies on compliance requirements, liabilities and enforcement actions. We are also investigating the liability and/or potential liability that may lie with other parties that own and/or operate mines and mining claims that are adjacent to or in the vicinity of the San Juan Properties. There can, however, be no assurances that our negotiations or investigations will be successful or achieve results that are acceptable to us. Because the agencies involved, generally, can levy fines of $25,000 to $50,000 per day for each violation, issue and enforce orders for clean-up and removal, and enjoin ongoing and future activities, our inability to reach acceptable agreements the with agencies in question would have a material adverse effect on us and our ability to continue as a going concern.

          Environmental and other legal standards imposed by federal, state or local authorities are constantly evolving, and typically in a manner which will require stricter standards and enforcement, and increased fines and penalties for non-compliance. Such changes may prevent us from conducting planned activities or increase our costs of doing so, which would have material adverse effects on our business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages that we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons. Unknown environmental hazards may exist on the San Juan Properties which we hold an option on, or we may acquire properties in the future that have unknown environmental issues caused by previous owners or operators, or that may have occurred naturally.

          The mining claims that are subject to our Option Agreement with Todd C. Hennis and San Juan Corp. are subject to the following royalties: (i) 3.0% net smelter return royalty on Gold King Mine, (ii) 2.5% net profits interest on Gold King Mine, (iii) 2.0% net smelter return royalty on the Mayflower Group, (iv) 2.5% net profits interest in the Mayflower Group, and (v) a 2% net smelter royalty on the Gold King Mine. We have secured an option to purchase the first four of these royalties for $250,000, and we have the possibility to acquire the last royalty for $50,000. The option expires on November 21, 2008. If we acquire an ownership interest in the San Juan Properties by exercise of our Option Agreement, and we are successful in placing the property into production, we will be obligated to pay the royalty holders the percentages of the production and net profits disclosed above if we do not exercise our option to extinguish the royalties. Payment of these royalties will reduce our potential revenue. Further, as the documentation existing for many of these properties dates back to the late 19^th century, there may be unknown encumbrances, including royalties, on these properties.

          The San Juan Properties are located in a mountainous, high alpine region of the Colorado Rocky Mountains. The area receives extreme winter conditions which delay or prevent exploration of the properties during the winter months.

          On March 18, 2008, we announced our intention to acquire a 75% interest in Besmer, S.A. de C.V. (“Besmer”). See “Business and Properties — Recent Events.” Our potential purchase of a controlling interest in Besmer is subject to our (i) satisfactory completion of due diligence review of Besmer, (ii) reaching a definitive purchase and sale agreement with the owners, and (iii) successfully raising adequate capital to finance the purchase. As a result of these conditions and other factors, we may choose not to proceed with the proposed acquisition, or we may otherwise be unable to complete the acquisition. If we are unable to consummate the Besmer acquisition, the price of our common stock may be adversely affected.

          Even if we are successful in acquiring a controlling interest in Besmer, the mining properties owned by Besmer will be subject to the laws and political conditions of Mexico. In the past, Mexico has been subject to political instability, changes and uncertainties which may cause changes to existing government regulations affecting mineral exploration and mining activities. Civil or political unrest could disrupt our operations at any time. Exploration and mining activities may be adversely affected in varying degrees by changing government regulations relating to the mining industry or shifts in political conditions that could increase the costs related to our activities or maintaining the Besmer properties.

          Upon completion of the proposed Besmer acquisition, or any other future acquisitions (if any), we will be required to dedicate management resources and funds to assimilate and operate the acquired companies. Issues we may face when acquiring companies include the necessity of coordinating separate organizations, integrating operations, systems and personnel with disparate business backgrounds and combining different corporate cultures. The process of combining and/or operating an acquired company may cause an interruption of the business and activities of both our company and the acquired company, which could have an adverse effect on the revenues and operating results of the combined company for an indeterminate period of time. The failure to successfully integrate any companies that we may acquire, to retain key personnel and to successfully manage the challenges presented by the integration process may prevent us from achieving the anticipated potential benefits of any such acquisition. If we fail to realize the anticipated benefits of any acquisition, the market price of our securities may be adversely affected.

          We compete with many companies in the mining industry, including large, established mining companies with capabilities, personnel and financial resources that far exceed our limited resources. In addition, there is a limited supply of desirable mineral lands available for claim-staking, lease or acquisition in the United States, and other areas where we may conduct exploration activities. We are at a competitive disadvantage in acquiring mineral properties, since we compete with these larger individuals and companies, many of which have greater financial resources and larger technical staffs. Likewise, our competition extends to locating and employing competent personnel and contractors to prospect, develop and operate mining properties. Many of our competitors can offer attractive compensation packages that we may not be able to meet. Such competition may result in our company being unable not only to acquire desired properties, but to recruit or retain qualified employees or to acquire the capital necessary to fund our operation and advance our properties. Our inability to compete with other companies for these resources would have a material adverse effect on our results of operation and business.

          Our company is completely dependent on Todd C. Hennis, our President, Chief Executive Officer and Director. As of March 31, 2008, Mr. Hennis was our only full-time executive officer, and as such he is responsible for a significant portion of our operations. The loss of Mr. Hennis would significantly and adversely affect our business. In addition, because Mr. Hennis and his corporation, San Juan Corp., are the current owners of our primary asset, the Option Agreement concerning the San Juan Properties, the loss of Mr. Hennis’ services and the loss of his knowledge regarding the optioned properties would be particularly detrimental to our operations. We have no life insurance on the life of Mr. Hennis.

          Exploration for minerals is highly speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of economically feasible mineralization. Few properties that are explored are ultimately advanced to the stage of producing mines. We are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties such as, but not limited to:

	•		economically insufficient mineralized material;
	•		fluctuations in production costs that may make mining uneconomical;
	•		labor disputes;
	•		unanticipated variations in grade and other geologic problems;
	•		environmental hazards;
	•		water conditions;
	•		difficult surface or underground conditions;
	•		industrial accidents; personal injury, fire, flooding, cave-ins and landslides;
	•		metallurgical and other processing problems;
	•		mechanical and equipment performance problems; and
	•		decreases in revenues and reserves due to lower gold and mineral prices.

          Any of these risks can materially and adversely affect, among other things, the development of properties, production quantities and rates, costs and expenditures and production commencement dates. We currently have no insurance to guard against any of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write-down of our investment in these interests. All of these factors may result in losses in relation to amounts spent which are not recoverable.

          Our operations, including our planned exploration activities on our optioned San Juan Properties, require permits from the state and federal governments. We may be unable to obtain these permits in a timely manner, on reasonable terms or at all. If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, our timetable and business plan for exploration of the San Juan Properties will be adversely affected.

          While we currently maintain insurance to insure against general commercial liability claims, our insurance will not cover all of the potential risks associated with our operations. For example, our current insurance policy associated with the inactive Pride of the West Mill is only in force if the mill is vacant and not in operation. We may also be unable to obtain insurance to cover other risks at economically feasible premiums or at all. Insurance coverage may not continue to be available, or may not be adequate to cover the claims against such insurance. In addition, there are some risks which cannot be insured against, such as environmental damage. Losses from these events may cause us to incur significant costs that could materially adversely affect our financial condition and our ability to fund activities on our property. A significant loss could force us to reduce or terminate our operations.

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

          Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority (“FINRA”). Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC

Bulletin Board is often more sporadic than the trading of securities listed on other stock exchanges such as the NASDAQ Stock Market, New York Stock Exchange or American Stock Exchange. Accordingly, our shareholders may have difficulty reselling any of their shares.

          Our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customers account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability or willingness of broker-dealers to trade our securities. We believe that the penny stock rules discourage broker-dealer and investor interest in, and limit the marketability of, our common stock.

          In addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market value for our shares.

          Our Chief Executive Officer beneficially owns approximately 41.2% of our common stock as of March 31, 2008. Under our articles of incorporation and the laws of the State of Nevada, the vote of a majority of the shares voting at a meeting at which a quorum is present is generally required to approve most shareholder action. As a result, our CEO will be able to significantly influence the outcome of shareholder votes for the foreseeable future, including votes concerning the election of directors, amendments to our articles of incorporation or proposed mergers or other significant corporate transactions.

          We have not paid a cash dividend on our common stock to date, and we do not intend to pay cash dividends in the foreseeable future. Our ability to pay dividends will depend on our ability to successfully develop one or more properties and generate revenue from operations. Notwithstanding, we will likely elect to retain any earnings, if any, to finance our growth. Future dividends may also be limited by bank loan agreements or other financing instruments that we may enter into in the future. The declaration and payment of dividends will be at the discretion of our Board of Directors.

          Due to a number of factors, including the lack of listing of our common stock on a national securities exchange, the trading volume in our common stock has historically been limited. Trading volume over the last 12 months has been sporadic with no trades on many business days. As a result, the sale of a significant amount of common stock by the selling shareholders may depress the price of our common stock. As a result, you may lose all or a portion of your investment.

          Recent federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ are those that address board of directors’ independence, audit committee oversight and the adoption of a code of ethics. While our Board of Directors has adopted a Code of Ethics and Business Conduct, we have not yet adopted any of these corporate governance measures and, since our securities are not listed on a national securities exchange or NASDAQ, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

          This prospectus contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 concerning our ability to develop and produce gold or other precious metals from the San Juan Properties, our future business plans and strategies, the proposed acquisition of other companies, future revenue, the receipt of working capital, and other statements that are not historical in nature. In this prospectus, forward-looking statements are often identified by the words “anticipate,” “plan,” “believe,” “expect,” “estimate,” and the like. These forward-looking statements reflect our current beliefs, expectations and opinions with respect to future events, and involve future risks and uncertainties which could cause actual results to differ materially from those expressed or implied.

          In addition to the specific factors identified under “RISK FACTORS” above, other uncertainties that could affect the accuracy of forward-looking statements include:

•

decisions of foreign countries and banks within those countries;

	•		technological changes in the mining industry;
	•		our costs;
	•		the level of demand for our products;
	•		changes in our business strategy;
	•		interpretation of drill hole results and the geology, grade and continuity of mineralization;
	•		the uncertainty of reserve estimates and timing of development expenditures; and
	•		commodity price fluctuations.

          This list, together with the risk factors identified above, is not exhaustive of the factors that may affect any of our forward-looking statements. You should read this prospectus completely and with the understanding that our actual future results may be materially different from what we expect. These forward-looking statements represent our beliefs, expectations and opinions only as of the date of this prospectus. We do not intend to update these forward looking statements except as required by law. We qualify all of our forward-looking statements by these cautionary statements.

     Prospective investors are urged not to put undue reliance on forward-looking statements.

          We will not receive any of the proceeds from the sale of common stock or Warrants by the selling shareholders. However, if all of the Warrants are exercised, we would receive aggregate proceeds of $4,379,300. Proceeds from the exercise of the Warrants would be added to our working capital and used for general corporate purposes.

          Pending utilization, any proceeds received from exercise of the Warrants may be invested in bank deposits, interest-bearing accounts and short-term government obligations.

          Colorado Goldfields Inc. (“we,” “us,” or the “Company”) is a mining exploration stage company engaged in the acquisition and exploration of mineral properties, primarily for gold and other metals. We hold an option to acquire up to an 80% undivided interest in certain properties located in San Juan County, Colorado. These properties consist of 44 patented and 13 unpatented mining claims in the Gold King and Mogul Mine properties, and a 70% undivided interest in 19 patented mining claims in the Mayflower Mine. We refer to these claims as the “San Juan Properties” throughout this Prospectus. We are presently in the exploration stage at the San Juan Properties. We have not generated revenue from mining operations.

          We were organized under the laws of the State of Nevada on February 11, 2004 under the name Garpa Resources Inc. On June 18, 2007, we changed our name to Colorado Goldfields Inc.

          Our principal executive offices are located at 10920 West Alameda Avenue, Suite 207, Lakewood, Colorado, 80226 and our telephone number is (303) 984-5324. Our common stock is quoted on the OTC Bulletin Board System under the symbol “CGFI.”

          In early 2005, we acquired two mining claims in the Red Lake Mining District, Ontario, Canada from an independent prospector for $10,000. Under the Ontario Mining Act, title to Ontario mining claims can only be held by individuals or Canadian corporations. Because of this regulation, our president at the time held the mining claims in trust for us. In 2005, we spent approximately $12,500 on a ground magnetic survey and soil geochemical survey

on the claims which identified a linear magnetic low trending across the property. Considering our focus on our option to acquire an interest in the San Juan Properties, we elected not to continue exploration and have abandoned these claims.

          As an exploration stage mining company, our activities are currently focused on exploration, geological evaluation and feasibility studies on the San Juan Properties for gold and other metals and, where warranted, efforts to develop and construct mining and processing facilities. We may enter into joint ventures, partnerships or other arrangements to accomplish these activities. Additionally, we acquired the Pride of the West Mill located in Howardsville, Colorado in June 2007. The mill is currently not operational. We hope to address the issues on the mill in 2008 and bring the mill to operating standards.

          From time to time, we may also consider the acquisition of other mining companies or their mining properties, such as the proposed acquisition of Besmer, S.A. de C.V., which is described in the section below.

Letter of Intent for Mexican Silver Mining Company

               On March 12, 2008, we entered into a Letter of Intent (“LOI”) to potentially acquire 75% of the outstanding shares of Besmer, S.A. de C.V. (Besmer), of Durango, Mexico from its three shareholders. Besmer is currently operating the El Barreno, Remedios, and La Zacatecana silver mines in the states of Zacatecas and Durango, Mexico, and also operates the Bocas Hacienda flotation mill near Suchil, Mexico. In connection with execution of the LOI, we made a $50,000 earnest money deposit with the selling shareholders. On April 30, 2008, we entered into an Addendum to the Letter of Intent which extended our due diligence review period and the date by which definitive agreements need to be reached as described below.

          The LOI provides that if a definitive agreement is reached, we will pay the shareholders a purchase price of $3 million for 75% of the outstanding shares of Besmer and also provide Besmer with a loan of up to $5 million, subject to project economics acceptable to us. The purpose of the loan will be to provide Besmer with capital to acquire additional mining properties, increase production capacity at its existing mines and mill, and purchase additional machinery and equipment to support the increased production and capacity. The loan will be provided on an interest-free basis. Under the LOI, we are to pay the $3 million purchase price as follows:

	•		$750,000 upon execution of definitive purchase agreements; and
	•		the balance of $2,250,000 by delivery of a promissory note in that amount, principal payable over four years with quarterly principal payments of $140,625 plus interest at 6% on the unpaid principal balance

          In addition, the LOI contemplates that Besmer will grant a 2% Net Smelter Royalty to the selling shareholders on the existing Besmer-owned concessions, although the agreement provides that we will have the right to extinguish the royalty within a four year period for a payment of $350,000, or partial extinguishment may also be paid on a per mine basis.

          The LOI, as amended, provides us with a due diligence period which expires on May 30, 2008, under which we will have full access to Besmer’s (i) management and financial and legal advisers, and (ii) books, records, contracts, technical reports and other documents. In addition, the LOI contains a no-shop clause whereby the sellers have agreed not to pursue, solicit or negotiate with other parties for the sale of their stock or control of Besmer until the LOI is terminated.

          Under the terms of the LOI, either party may terminate the LOI during the due diligence period. In addition, the LOI will automatically terminate if definitive agreements are not entered into by June 7, 2008. With respect to the $50,000 earnest money deposit we made with the shareholders, such fee is non-refundable unless during our due diligence efforts we discover material discrepancies in connection with Besmer’s financial, legal, property ownership or environmental matters or operating conditions.

          The LOI also requires that the definitive agreements concerning the acquisition include an anti-dilution provision whereby we agree not to dilute the selling shareholders remaining 25% interest in Besmer. Thus, future funding of Besmer will need to be made through loans or other means that does not reduce their remaining ownership interest.

          In connection with the LOI, we have agreed to pay two individuals a business brokerage fee for locating and introducing us to Besmer. The fee is conditioned upon our entering into a definitive agreement with Besmer and obtaining adequate financing. If such conditions are met, we have agreed to pay these individuals $20,000 in cash and issue them 180,000 shares of our restricted common stock.

          In late April 2008, subject to finalizing a mutually acceptable loan agreement, we agreed to loan Besmer $100,000 to fund initial payments on options for certain mineral property concessions near the Chalchihuites Mining District in the State of Zacatecas, Mexico. The loan is non-interest bearing, and if the Besmer acquisition is completed, then the loan will be considered an advance towards the $5 million loan that we have agreed to provide under the LOI. If we do not complete the acquisition, the loan will be due within 60 days and is secured by the mineral option concessions which the loan is funding.

          We intend to raise capital through private sales of our common stock within the next two months in order to enable us to complete this potential acquisition, although no assurance can be made that we will be successful in raising adequate funds.

          In November 2007, we entered into private placement subscription agreements for 8,758,600 Units with 24 offshore subscribers and four U.S. subscribers at a price of US$0.375 per unit (US $0.75 per Unit before taking into effect our forward stock split of our authorized, issued and outstanding common stock as reported in our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on November 2, 2007), for an aggregate subscription amount of approximately US$3,284,500. Each Unit consisted of one share of common stock and one common stock purchase warrant, which warrant entitles the holder to purchase one additional share of our common stock at a price of US$0.50 per share (or US$1.00 pre-split), for a period of two years from the closing of the private placement. We did not use the services of a placement agent although we have paid a finder fee of $250,000 to a European company in connection with their introductions to offshore subscribers.

          Pursuant to each subscription agreement executed in connection with the private placement, we agreed to, among other things, register for resale all of the shares of common stock issued to the subscribers and the common stock issuable to each subscriber upon due exercise of their respective warrants (except that if the SEC limits the number of shares of common stock that may be registered on a registration statement, then the number of shares to be registered shall be reduced accordingly). Under the agreements, we must file a registration statement registering for resale the shares within 60 calendar days following the closing of the private placement. Furthermore, we are to use commercially reasonable efforts to cause such registration statement to become effective within 120 calendar days after the closing of the private placement (or, in the event of a full review of the registration statement by the SEC, 180 calendar days after the closing of the private placement). If the registration statement is not filed on a timely basis or is not declared effective by the SEC for any reason on a timely basis, we will be required to make a payment to the subscribers in an amount equal to 2.0% of the purchase price paid for the Units by the subscriber for each Unit then held by the subscriber, and an additional 2.0% payment each 30-day period thereafter until the registration statement is filed or declared effective by the SEC, as the case may be; provided, however, that in no event shall these late registration payments, if any, exceed in the aggregate 15.0% of the total purchase price paid for all Units sold in the private placement. This prospectus is part of a registration statement that was filed with the SEC to meet the registration requirements of the private placement.

          We issued the Units to non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) without registration in reliance upon the exemptions from registration set forth in Regulation S and/or Section 4(2) of the Securities Act of 1933. We issued the Units to the U.S. subscribers without registration in reliance upon the exemptions from registration set forth in Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933.

          Effective June 17, 2007, we entered into an option agreement (“Option Agreement”) with Todd C. Hennis, our President and Chief Executive Officer, and San Juan Corp., a company controlled by Mr. Hennis, whereby we were granted the exclusive right and option to acquire up to an 80% undivided right, title and interest in the San Juan Properties. Please see “Properties” below for further information regarding the terms of the Option Agreement and description of the San Juan Properties subject to the option.

          In connection with the Option Agreement, we entered into an Executive Employment Agreement effective on June 17, 2007 with Mr. Hennis, whereby we employed him as our Chief Executive Officer and President, for a term of 18 months (subject to renewal). See “Management — Executive Employment Agreement.”

Overview

          The San Juan Properties which we have under option consist of three separate mines encompassing 63 patented mining claims and 13 unpatented mining claims. All three mines (the Gold King, Mogul and Mayflower), each of which is more fully described below, were actively mined during the early to mid 1900’s, although they have been relatively dormant for the past 15 years. We are presently in the beginning exploration stage for gold and other metals on the San Juan Properties. As a result, we have not commissioned or received a feasibility study with regard to any of the San Juan Properties.

          While all three mines have been actively mined in the past, because the SEC permits only the disclosure of proven or probable reserves, which in turn, require, among other things, the preparation of a feasibility study demonstrating the economic feasibility of mining and processing the mineralization, no proven or probable reserves have been established for any of the San Juan Properties.

          Effective June 17, 2007, we entered into an option agreement (“Option Agreement”) with Todd C. Hennis and San Juan Corp., a company controlled by Mr. Hennis (collectively the “Optionors”), whereby we were granted the exclusive right and option to acquire up to an 80% undivided right, title and interest in the San Juan Properties. In connection with that transaction, Mr. Hennis became our President, Chief Executive Officer and Director. The option was amended on November 8, 2007, and is currently exercisable as follows:

	(i)		an undivided 40% interest in the San Juan Properties will vest when we have incurred expenditures of not less than $6,000,000 on the San Juan Properties, provided that such expenditures must be incurred within five years from the date of the Option Agreement;
	(ii)		an additional undivided 20% interest in the San Juan Properties will vest when: (a) we have incurred additional expenditures of not less than $3,500,000 on the San Juan Properties, provided that such expenditures must be incurred within 7.5 years from the date of the Option Agreement, and (b) we issue, subject to compliance with applicable securities laws, 10,000,000 shares of our common stock to the Optionors; and
	(iii)		an additional undivided 20% interest in the San Juan Properties (for an aggregate of 80%) will vest when: (a) we have incurred additional expenditures of not less than $3,500,000 on the San Juan Properties, provided that such expenditures must be incurred within 10 years from the date of the Option Agreement, and (b) we issue, subject to compliance with applicable securities laws, an additional 10,000,000 shares of our common stock, to the Optionors.

          Pursuant to the Option Agreement, we paid the Optionors a cash payment of $50,000 in August 2007. In

addition, in order to keep the option in good standing, we must make payments to the Optionors as follows:

	(i)		cash payment of $100,000 within one year from the date of the Option Agreement;
	(ii)		cash payment of an additional $200,000 within two years from the date of the Option Agreement; and
	(iii)		100 troy ounces of gold contained in gold dore, or the cash equivalent thereof, within three years of the date of the Option Agreement, and annually thereafter up to and including the 10th year from the date of the Option Agreement. The foregoing payments are, however, contingent upon: (i) our successful acquisition of the Pride of the West Mill located in Howardsville, Colorado, which acquisition occurred in June of this year; and (ii) the Pride of the West Mill actually being in operation during any part of the year in which payment is due. Currently, the mill is not operational.

          Pursuant to the Option Agreement, we: (i) were appointed as the initial operator on the San Juan Properties, with certain rights and obligations as described in the Option Agreement; and (ii) agreed to execute and enter into an employment agreement with Mr. Hennis, as described below. The Option Agreement will terminate if we fail to make any of the payments required to maintain the option in good standing. Notwithstanding anything else in the Option Agreement to the contrary, we may terminate the Option Agreement within 18 months from the date of the Option Agreement by providing 10 days written notice to the Optionors.

          In connection with the Option Agreement, we also entered into a Surface Rights Agreement with the Optionors whereby we were granted a right-of-way to enter upon the San Juan Properties to perform mining exploration activities while the Option Agreement is in good standing. Under the Surface Rights Agreement, we are required to:

	•		prepare and present to the Optionors a development plan which details the scope and timing of exploration and mining activities on the San Juan Properties;
	•		maintain the roads and power line right-of-ways;
	•		construct safety fences and maintain surface facilities on the San Juan Properties;
	•		maintain automobile insurance in connection with our vehicles traveling over the San Juan Properties;
	•		perform restoration and reclamation on the San Juan Properties upon termination of our operations on the land, including returning the land to “Range Land” post-mining use standard as that term is used in the Colorado Mined Land Reclamation Act;
	•		protect existing water resources, including mitigating or eliminating the impact of our activities on domestic or stock water wells in the vicinity of the San Juan Properties;
	•		properly store and remove hazardous materials; and
	•		indemnify the Optionors for losses and liabilities they may incur due to our activities on the San Juan Properties.

          We are also required to pay or reimburse the Optionors for all annual property taxes on the San Juan Properties and for any additional taxes which may be assessed on the San Juan Properties by reason of improvements that we place on the San Juan Properties. The Surface Rights Agreement terminates upon the earlier of (i) termination of the mineral rights on the San Juan Properties; (ii) complete reclamation and restoration of the San Juan Properties; (iii) termination of the Option Agreement prior to our exercising the option; (iv) failure to pay the property or other taxes on the San Juan Properties; or (v) June 17, 2032.

          The patented mining claims of the Gold King, Mogul, and Mayflower Units which encompass the San Juan Properties are owned in fee simple by either Todd C. Hennis (our CEO and President) or San Juan Corp., a Colorado corporation owned by Mr. Hennis. To maintain ownership of the patented claims, they must make yearly real estate property tax payments in order to avoid tax liens that may result in loss of ownership. With respect to the unpatented mining claims, a yearly maintenance fee of $125 per claim must be paid, and a yearly Notice of Intent to Hold must be filed with the U.S. Bureau of Land Management.

          As noted above, we are required under the Surface Rights Agreement to make the property tax payments and maintenance fees on the San Juan Properties. Such expenditures are applied to our earn-in requirements under the Option Agreement.

          The San Juan Properties are subject to the following royalties: (i) 3.0% net smelter return royalty on Gold King Mine, (ii) 2.5% net profits interest on Gold King Mine, (iii) 2.0% net smelter return royalty on the Mayflower Group, (iv) 2.5% net profits interest in the Mayflower Group, and (v) a 2% net smelter royalty on the Gold King Mine. We have secured an option to purchase the first four of these royalties for $250,000, and we have the possibility to acquire the last royalty for $50,000. The option expires on November 21, 2008. If we acquire an ownership interest in the San Juan Properties by exercise of our Option Agreement, and we are successful in placing the property into production, we will be obligated to pay the royalty holders the percentages of the production and net profits disclosed above if we do not exercise our option to extinguish the royalties. Payment of these royalties will reduce our potential revenue. Further, as the documentation existing for many of these properties dates back to the late 19^th century, there may be unknown encumbrances, including royalties, on these properties.

          The following describes the three separate mining units that encompass the San Juan Properties.

          Gold King Mine Property

          The Gold King Mine property consists of 27 patented mining claims covering approximately 198 acres and a total of 13 unpatented mining claims covering approximately 100 acres. Unpatented mining claims SJ-1 through SJ-11 were previously located and incorporated into the Option Agreement. In August, 2007, subsequent to our entering into the Option Agreement, unpatented mining claims SJ-4, SJ-5, SJ-6, SJ-7, SJ-8 and SJ-11 had amended location certificates filed with the U.S. Bureau of Land Management by San Juan Corp. In August, 2007, San Juan Corp. located and filed unpatented mining claims SJ-12 and SJ-13 with the U.S. Bureau of Land Management. All 27 patented mining claims and 13 unpatented mining claims are governed by the Option Agreement. These 27 patented mining claims and 13 unpatented mining claims shall be hereinafter referred to as the “Gold King Property.” The Gold King Property is located in San Juan County, Colorado, at Township 42 North, Range 7 West of the New Mexico Prime Meridian.

          As discussed below, the Gold King has a history of significant gold production, and we believe it is in a favorable geologic zone for gold mineralization called the Eureka Graben, where significant gold production has occurred in the past from the neighboring Sunnyside Mine and other properties.

          Access to the site is by county road, which is maintained by San Juan County on a seasonal basis. Road access is suitable for four-wheel drive vehicles and light to medium duty trucks. The Gold King Property is located at elevations from approximately 11,000 feet above sea level to 13,000 feet above sea level, approximately 8 miles from Silverton, Colorado. The main underground access to the Gold King Property is the Gold King Mine #7 Level, the portal for which is collapsed. The portal site is located in an avalanche prone area. The terrain is mountainous and the majority of the property is above treeline.

          The Gold King property is located in volcanic tuffs, primarily in the Upper Burns and Henson formations. The historic ore produced was banded quartz with abundant pyrite, carrying gold and silver, together with minor amounts of sphaelerite and chalcopyrite. A lesser number of veins in the Gold King property have higher base metal mineralization. The historic ore occurrences were in stringers, veins and shoots. The economic potential of the

property depends on the successful identification and exploitation of gold bearing veins and ore shoots. The Gold King Unit property includes seven levels of mine workings, none of which is currently accessible. A power line in a state of disrepair leads from the local electric cooperative’s power line in the valley to the Gold King 7 Level. Major repairs will have to be done to the power line to use it in the future. Abundant water exists in the mine workings.

          The map shown below sets forth for the Gold King and Mogul Mines’ the patented and unpatented mining claims which are subject to our Option Agreement.

          History of Operations. The best estimate for historic mine production from the Gold King Mine is 665,500 tons containing 0.471 ozs/ton gold, 2.39 ozs/ton silver, 0.71% lead, and 0.52% copper. This historic mine production predominantly occurred during the period 1890 to 1920.¹

          In the period 1984 to 1992, Gold King Mines Corporation (formerly Gerber Minerals Corporation) conducted exploration activities at the Gold King Mine including re-opening old workings, extending workings, surface exploration mapping and drilling, underground exploration, mapping, sampling and drilling and other activities. Previously published reports listed expenditures by Gold King Mines Corporation of $9.7 million on the Gold King Mine during this period.² We have access to or copies of most of the geological records from this period, and have access to most of the exploration drill core produced during this period.

          Gold King Consolidated, Inc. was majority owner of Gold King Mines Corporation. In February 1990, E.D. Black, a professional engineer in Denver, Colorado prepared “Evaluation Report IV on the Gold King Mine Property, San Juan County, Silverton, Colorado” for Gold King Consolidated, Inc. In this report, Mr. Black estimated gold and silver ore reserves. Approximately 20,000 tons of this material was subsequently mined in 1990 by Sunnyside Gold Corp. as part of a joint venture with Gold King Mines Corp. No further mining activity at the Gold King property is known to have occurred since that date. Based on the reports and data we have accumulated on the Gold King property, we believe that there may be commercially viable mineralized material. However, the estimates and other data on the Gold King property that we possess are historical in nature, and we cannot place any reliance on these estimates at this time. We intend to perform our own exploration activities on the property subject to obtaining adequate financing.

          Current and Proposed Exploration Activities. We undertook a limited surface drilling program on the Gold King Property in September 2007. Due to bad ground conditions and the onset of severe winter weather, the drilling program was suspended in October 2007 after one hole was drilled on the North Vein. We intend to resume this surface drilling program in 2008 with a new drilling contractor as soon as weather conditions, availability of drilling contractor and funding permit. Please see “Exploration Costs and Plans” below for further information regarding exploration activities performed to date and our exploration plans for the future.

          We intend to re-open Gold King #7 Level, rehabilitate the existing workings, and potentially undertake mitigation activities for underground water flows as part of a proposed environmental reconnaissance, subject to (i) reaching an acceptable agreement with the United States Environmental Protection Agency (“EPA”) as further discussed below; (ii) securing necessary permits, permit renewals and authorization; and (iii) availability of funding, personnel and equipment.

          Environmental and Regulatory Issues. The Gold King Property is subject to federal, state and local regulations regarding environmental conditions at the site and activities at the site.

          In August, 2007, we filed a “Notice of Intent to Conduct Prospecting Operations for Hard Rock/Metal Mines” with the State of Colorado, Division of Reclamation, Mining and Safety governing our proposed surface drilling activities at the Gold King and Mogul Properties. We posted a bond amount of $10,834 governing the reclamation of the proposed drill sites.

          The Gold King Property has an active, acid mine drainage occurring from the Gold King #7 Level. This mine water flow has substantially increased in volume since 2000, and recent flow measurements have shown a large increase in flows. This water discharge is believed by our management to substantially originate from the 2150 vein workings of the Sunnyside Mine, which is owned by another company, and which vein workings extend into the Gold King Property. To date, our management has not been able to prove the origin of this water flow. The environmental reconnaissance discussed earlier is intended to allow the Company to prevent further potential environmental degradation from a “blow out” of potentially impounded mine waters, and to investigate potential mitigation or reduction of mine water flows. We have requested the Environmental Protection Agency to consider entering into an Administrative Order on Consent (“AOC”) to authorize us and San Juan Corp. to undertake reconnaissance and mitigation activities to hopefully prevent a potential “blow out” of underground blockages at the Gold King Mine, which if it occurred could be a potential threat to public health.

          Our intended re-opening of the Gold King mine, rehabilitation of the existing workings and potential undertaking of mitigation activities for underground water flows as part of a proposed environmental reconnaissance are subject to reaching an acceptable AOC agreement with the EPA. The Gold King Property is not currently subject to any proposed action by the EPA. We instead requested the EPA to enter into an AOC regarding the proposed environmental reconnaissance, and the EPA has submitted a draft AOC to the Company. We are in the process of negotiating revisions to this draft AOC. There is no assurance at the present time that an AOC acceptable to us and the EPA can be reached.

          We have received correspondence from the State of Colorado Attorney General’s Office stating that the Company was required to apply for a stormwater discharge permit for the Gold King Mine by the end of January 2008. We applied for the stormwater discharge permit in January 2008, and received Permit COR-040237 for the Gold King Mine on January 28, 2008. The stormwater permit requires a Stormwater Management Plan for the site, and we have incorporated such a plan into an existing Environmental Management Plan for the Gold King Mine. We are in negotiations with the State of Colorado Attorney General and also the Water Quality Control Division of the Colorado Department of Public Health and Environment to discuss additional issues related to permitting requirements. Currently, it appears the position of the Colorado Attorney General is that the property owner has a duty to permit the discharges in question and should work towards plans to develop the support necessary to construct the treatment works necessary to comply with a discharge permit.

          Permitting requirements can be a costly undertaking and we could be at risk now and in the future for fines and penalties if required permits are not timely in place.

          Prior to conducting further underground mine exploration or mining activities, we will have to apply for and obtain a reclamation permit from the State of Colorado Division of Reclamation, Mining and Safety.

          Mogul Mine Property

          The Mogul Mine Property consists of 17 patented mining claims which adjoin the Gold King Property. The claims cover approximately 126 acres. The historic mineralization of the Mogul Mine property has primarily been in the Mogul Vein, which is commonly held to be an extension of the George Washington vein of the Sunnyside and Brenneman Mines. The mineralization of the Mogul vein is primarily lead and zinc sulfide minerals, with some copper, silver and gold mineralization.

          The Mogul property is located in the headwaters of the North Fork of Cement Creek in Township 42 North, Range 7 West of the New Mexico Prime Meridian, San Juan County, Colorado. Access to the property is via two non-maintained county roads, suitable for four-wheel drive and light to medium duty truck traffic. We intend to conduct maintenance on these roads as needed in order to keep them passable. Such expenditures will apply towards our earn-in requirements under the Option Agreement.

          We believe that the Mogul property has significant visual surface mineralization of lead and zinc sulphides, and the Mogul Vein has surface outcrops which run for approximately 4,500 feet. We believe the Mogul Vein has significant widths, such that if exploration activities delineate sufficient grades of mineralization, potential mining widths exist.

          The Mogul property lies in volcanic tuffs, primarily the Henson and Burns Formations, that are cut by the Mogul vein, which is associated with a ring fault of the Silverton Caldera. Other minor veins exist on the property. The Mogul vein contains quartz, pyrite, sphaelerite, galena and chalcopyrite, with minor amounts of gold and silver mineralization. The Mogul unit was operated intermittently from 1901 to 1965, producing an unknown quantity of base metal ore. Three levels of workings totaling approximately 20,000 linear feet were constructed during this period. None of the workings are accessible. The economic potential of the property is for production of base metal ores, pending successful exploration activities. No power line exists to the property. Abundant water exists in the mine workings.

          Management intends to conduct limited drilling on the Mogul Mine Property in 2008, and we intend to investigate reopening one or more portals on the Mogul Mine Property to conduct environmental and other reconnaissance activities.

          The Mogul Mine Property is subject to certain local, state and federal regulations. An acid mine discharge occurs at the Mogul #1 portal, which had previously had a hydraulic bulkhead constructed in it to reduce the mine water flows. An acid water discharge occurs in the vicinity of the Grand Mogul portal, and we may reopen the Grand Mogul portal in the future to attempt to determine the origin of this discharge.

          Mayflower Mine Property

          The Mayflower Mine Property consists of a 70% undivided interest in 19 patented mining claims covering approximately 179.4 acres, or a net ownership at 70% of approximately 125.5 acres. The property is approximately 3 miles from Silverton, Colorado, and is located in Township 41 North, Range 7 West, New Mexico Prime Meridian, San Juan County, Colorado. The historic mineralization of the Mayflower Mine has consisted of base metals with some gold and silver contents. Published historic production figures for the Mayflower Mine (also known as the Shenandoah-Dives Mine) for the period 1901-1957 are 4.5 million tons containing 520,000 ounces of gold, 12.3 million ounces of silver, 18,000 tons of copper, 47,000 tons of lead and 10,000 tons of zinc.³ Some portion of this production may have originated from adjoining properties.

          The Mayflower property was one of the largest production mines in the history of the Silverton area. We believe that drilling done by a previous owner in the 1980s indicates that potentially economic mineralization exists below the main haulage level, such that if further exploration activity confirms this mineralization and a significant volume of mineralized material, then the potential exists to place this mine back into production at some point in the future.

          Access to the Mayflower property is via county road suitable for four-wheel drive vehicles. The Mayflower Vein is located in the Silverton Volcanic series. The historic economic mineralization was located in the Hanging Wall Zone and Footwall Zone, which could exceed 10 feet in width each in places. The historic ore produced was relatively low grade in precious and base metals, but with a sufficient combined value to make production economic at the time. The Main Level of the Mayflower Unit is currently inaccessible due to construction of a plug by a previous owner. No power or water supply is currently on the property.

          Management intends to conduct limited work on the Mayflower Mine Property for the foreseeable future. We intend to focus the majority of our activities on the other properties under option to the Company.

          Total costs incurred through January 31, 2008 exploring the San Juan Properties were approximately $270,000. Such cost related primarily to taking initial core samples and environmental matters. Our sampling program during 2007 followed a strict protocol regarding sample collection, sample preparation, and analytical procedures. We contracted Coast Mountain Geological Ltd. of Vancouver, British Columbia, Canada to conduct these activities and Coast Mountain followed its established protocols in all of its operations. The Coast Mountain geologist was provided an exclusive building with the geologist controlling the locked access to the work area, for examining, collecting and preparing the drill core and surface samples. Photographs were taken of all core samples and appropriately logged. The relevant sections of the core were then split, with one half of the material being prepared as samples, and the other half retained in a core library. Strict chain of custody procedures were followed by the contract geologist. At no time was any officer of the Company able to view the work area unsupervised by the geologist. Gary Schellenberg, our Vice President and Director, is a part owner and principal of Coast Mountain Geological, Ltd. Samples were sent to Acme Analytical Laboratories of Blaine, Washington, an unaffiliated contractor, for testing. It is our understanding that Acme Analytical Laboratories follows strict commercial QA/QC protocols in their handling of the samples and analytical work.

          In connection with our future sampling programs, we intend to perform these programs in compliance with Canada’s National Instrument 43-101, a rule developed by Canadian administrators which requires strict protocols and procedures governing how companies disclose scientific and technical information about their mineral projects

to the public. NI-43-101 includes requirements regarding chain of custody, quality control, and qualifications of persons performing the scientific and technical services.

          The following table sets forth our estimated exploration costs for the San Juan Properties. We estimate that these costs will be incurred over a three year period. These estimated costs may change significantly due to shortages of qualified contractors and equipment, increased government regulations or unexpected permitting issues, adverse weather, lack of capital, or other unexpected problems or issues. In addition, our management has wide discretion to reallocate exploration costs as it deems advisable.

          For each of these properties, our exploratory phased program consists of gathering and re-interpreting the historic geological information on the properties, followed by a geophysics program where suitable, followed by surface drilling. At the Gold King and Mogul Units, underground work is planned to commence in 2008 to reopen old workings and to conduct underground exploration, all subject to availability of funds, availability of contractors, and securing the necessary permits. Extension of the workings of the Gold King and Mogul Units is contemplated to allow for underground drilling and sampling activities. Based on the information gathered from these phases, additional work will be conducted.

          We currently have insufficient funds to carry out the above activities. We intend to raise capital through equity or debt offerings, although we cannot give any assurances that we will be successful in raising sufficient capital on economically feasible terms. See “Management’s Discussion and Analysis or Plan of Operation.”

          Our exploration work performed in 2007 was carried out by geological and drilling contractors. We have recently hired a mining engineer, and we are in the process of searching for an exploration manager. Additional exploration staff may be hired, subject to qualifications, availability of funds and our growth needs. We intend to contract with third parties for our geophysics, drilling and other exploration activities, subject to availability of funding and qualified contractors.

          The map shown below sets forth the Mayflower Mine’s patented and unpatented mining claims which are subject to our Option Agreement.

          The Pride of the West Mill is an inactive mining mill located at Howardsville, Colorado in San Juan County. The Pride of the West Mill is located on approximately 120 acres of patented mining claims on San Juan County Road 2, within a six air mile radius of the Gold King Property, the Mogul Mine Property and the Mayflower Mine Property. The physical address is 2201 County Road 2, Silverton, Colorado. No mineral is known to exist in deposit form on the property. The economic significance of the property is as a mineral processing site, with residual post-mining value.

          We purchased the Pride of the West Mill in June 2007 from Tusco, Inc., an unrelated third party, for a sale price of $900,000 and assumption of the Colorado Mined Land Reclamation Permit. We paid $250,000 of the purchase price in cash, with the remaining $650,000 paid by way of a promissory note to Tusco with interest at 7% per annum. Interest on the note of $3,791.67 is payable monthly and the entire amount is due and payable on or before June 29, 2009, and is secured by Deeds of Trust and financing statements on the mill property and equipment.

          In March 2008, the Colorado Division of Reclamation, Mining and Safety transferred the mill permit into our name, and in connection therewith, we posted a bond in the amount of $318,154 with the Division in the form of a letter of credit. Based upon an estimate received by the previous owner from a third-party mining consultant, the total reclamation costs were estimated at approximately $500,000, and our management continues to believe that such estimate is reliable. Thus, we have recorded an estimated asset obligation of $500,000 in connection with our estimated future reclamation costs.

          The Pride of the West Mill consists of a main mill building constructed mostly in the 1970s with equipment for gravity and flotation concentration of ores, an office/shop building, a laboratory building, a cyanide process plant building, a truck scale building and other support buildings. Certain improvements to the mill roof were conducted in 2007, as well as general maintenance activities. The overall condition of the buildings is good. The overall condition of the mill equipment is good, and consists of a plant to produce gravity mineral concentrates, lead sulphide, zinc sulphide, and copper sulphide floatation concentrates. The mill also has the ability to treat ores with cyanide solution to recover precious metals. The mill is readily accessible by heavy trucks, has a power substation in place, and has two water rights from Cunningham and Hematite Creeks with associated water pipelines on the property that are sufficient to supply the needs of the mill complex. An inactive assay lab is on the property, as well as an office/shop building, and associated support buildings. The main mill building is a steel frame building with concrete basement.

          The Pride of the West Mill is currently under a Cease and Desist Order from the Colorado Division of Reclamation, Mining and Safety which was issued to a previous operator. The Cease and Desist Order prohibits operation of the Pride of the West Mill until deficiencies in the mill tailing impoundment area, the mill drain water impoundment area and other deficiencies are corrected. We have met with personnel from the Colorado Division of Reclamation, Mining and Safety to discuss the correction of these deficiencies. In September-October 2007, we had contractors re-roof a substantial portion of the main mill building at a cost of approximately $90,000, and the company has engaged Vector Engineering , Inc. of Golden, Colorado to design a new tailings impoundment for the Pride of the West Mill and to address claimed deficiencies in the mill drain water impoundment. Subject to funding, regulatory and other approvals, and other factors, we are hopeful of addressing the requirements of the Cease and Desist Order in 2008.

          The following table sets forth our estimated costs to bring the mill into active status. Subject to adequate funding, we intend to begin the renovations about May, 2008, and we estimate that it will take approximately four months to complete most of the renovations.

          We have been approached by potential operators of other mines in the vicinity to potentially process their ores. We will consider processing other potential ores in order to demonstrate the operability of the Pride of the West Mill until the Company can generate sufficient ore tonnage of its own to operate the mill. There is no assurance that either of these events will occur.

          The State of Colorado caused approximately 18,000 tons of mine dump material to be placed on the raw ore stockpile area of the Pride of the West Mill under a previous operator. We believe that the Company does not have title to this material and that it would not be economical to process the material. We are seeking a solution to the disposal of this material, potentially in cooperation with the parties that placed the material on the property.

          The Pride of the West Mill is subject to certain local, state and federal regulations.

          We compete with many companies in the mining business, including larger, more established mining companies with substantial capabilities, personnel and financial resources. There is a limited supply of desirable mineral lands available for claim-staking, lease or acquisition in the United States and other areas where we may conduct exploration activities. Because we compete with individuals and companies that have greater financial resources and larger technical staffs we may be at a competitive disadvantage in acquiring desirable mineral

properties. From time to time, specific properties or areas which would otherwise be attractive to us for exploration or acquisition are unavailable due to their previous acquisition by other companies or our lack of financial resources. Competition in the mining industry is not limited to the acquisition of mineral properties but also extends to the technical expertise to find, advance, and operate such properties; the labor to operate the properties; and the capital needed to fund the acquisition and operation of such properties. Competition may result in our company being unable not only to acquire desired properties, but to recruit or retain qualified employees, to obtain equipment and personnel to assist in our exploration activities or to acquire the capital necessary to fund our operation and advance our properties. Our inability to compete with other companies for these resources would have a material adverse effect on our results of operation and business.

          Federal Lands. The Company’s property is situated adjacent to lands owned by the United States, which may require that the Company obtain certain special use permits in order to gain access to our land for exploration and mining activities.

          Mining Operations. The operation of mines is governed by both federal and state laws. Federal laws, such as those governing the purchase, transport or storage of explosives, and those governing mine safety and health, also apply.

          The State of Colorado likewise requires various permits and approvals before mining operations can commence, and permits and approvals which must regulate all operations. Among other things, a detailed reclamation plan must be prepared and approved, with bonding in the amount of projected reclamation costs. The bond is used to ensure that proper reclamation takes place, and the bond will not be released until that time. The Colorado Division of Reclamation, Mining and Safety is the state agency that administers the reclamation permits, mine permits and related closure plans on our property. Local jurisdictions (such as San Juan County) may also impose permitting requirements (such as conditional use permits or zoning approvals). Some permits require, or will require, monitoring, compliance, reporting, periodic renewal, or review of their conditions and may be subject to a public review process during which opposition to our proposed operations may be encountered

          Environmental Laws. Mining activities at the Company’s properties are also subject to various environmental laws, both federal and state, including but not limited to the federal National Environmental Policy Act, CERCLA (as defined below), the Resource Recovery and Conservation Act, the Clean Water Act, the Clean Air Act and the Endangered Species Act, and certain Colorado state laws governing the discharge of pollutants and the use and discharge of water. Various permits from federal and state agencies are required under many of these laws. Local laws and ordinances may also apply to such activities as siting and construction of facilities, land use, waste disposal, road use and noise levels.

          These laws and regulations are continually changing and, as a general matter, are becoming more restrictive. Colorado Goldfields’ policy is to conduct our business in a manner that safeguards public health and mitigates the environmental effects of our business activities. To comply with these laws and regulations, we have made, and in the future may be required to make, capital and operating expenditures.

          The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA), imposes strict, joint, and several liability on parties associated with releases or threats of releases of hazardous substances. Liable parties include, among others, the current owners and operators of facilities at which hazardous substances were disposed or released into the environment and past owners and operators of properties who owned such properties at the time of such disposal or release. This liability could include response costs for removing or remediating the release and damages to natural resources. Our properties, because of past mining activities, could give rise to potential liability under CERCLA.

          Under the Resource Conservation and Recovery Act (RCRA) and related state laws, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous or solid wastes associated with certain mining-related activities. RCRA costs may also include corrective action or clean up costs.

          Mining operations may produce air emissions, including fugitive dust and other air pollutants, from

stationary equipment, such as crushers and storage facilities, and from mobile sources such as trucks and heavy construction equipment. All of these sources are subject to review, monitoring, permitting, and/or control requirements under the federal Clean Air Act and related state air quality laws. Air quality permitting rules may impose limitations on our production levels or create additional capital expenditures in order to comply with the permitting conditions.

          Under the federal Clean Water Act and the delegated Colorado water-quality program, point-source discharges into Waters of the State are regulated by the National Pollution Discharge Elimination System (NPDES) program. Stormwater discharges also are regulated and permitted under that statute. In Item 2, we provide more detailed discussions regarding Colorado’s positions on requirements for discharge permits and stormwater permits for Gold King Mine. Similar issues could arise for the other mines. Section 404 of the Clean Water Act regulates the discharge of dredge and fill material into Waters of the United States, including wetlands. All of those programs may impose permitting and other requirements on our operations.

          The National Environmental Policy Act (NEPA) requires an assessment of the environmental impacts of major federal actions. The federal action requirement must be satisfied if the project involves federal land or if the federal government provides financing or permitting approvals. NEPA does not establish any substantive standards, but requires the analysis of any potential impacts. The scope of the assessment process depends on the size of the project. An Environmental Assessment (EA) may be adequate for smaller projects. An Environmental Impact Statement (EIS), which is much more detailed and broader in scope than an EA, is required for larger projects. NEPA compliance requirements for any of our proposed projects could result in additional costs or delays.

          The Endangered Species Act (ESA) is administered by the U.S. Fish and Wildlife Service of the U.S. Department of Interior. The purpose of the ESA is to conserve and recover listed endangered and threatened species and their habitat. Under the ESA, endangered means that a species is in danger of extinction throughout all or a significant portion of its range. The term threatened under such statute means that a species is likely to become endangered within the foreseeable future. Under the ESA, it is unlawful to take a listed species, which can include harassing or harming members of such species or significantly modifying their habitat. Future identification of endangered species or habitat in our project areas may delay or adversely affect our operations.

          U.S. federal and state reclamation requirements often mandate concurrent reclamation and require permitting in addition to the posting of reclamation bonds, letters of credit or other financial assurance sufficient to guarantee the cost of reclamation. If reclamation obligations are not met, the designated agency could draw on these bonds or letters of credit to fund expenditures for reclamation requirements. Reclamation requirements generally include stabilizing, contouring and re-vegetating disturbed lands, controlling drainage from portals and waste rock dumps, removing roads and structures, neutralizing or removing process solutions, monitoring groundwater at the mining site, and maintaining visual aesthetics.

          As of March 31, 2008, we had four employees. We also engage independent contractors in connection with the exploration of our mining property such as contractors, drillers and geologists.

          We rent offices in Lakewood, Colorado totaling approximately 320 square feet. Rent equals a total of $4,800 per year payable in monthly installments. We intend to open an office at our Pride of the West Mill in Howardsville, Colorado in San Juan County in the late Spring of 2008. We believe these arrangements are and will be adequate for our needs for the foreseeable future.

          Except for the environmental and mining proceedings described in this prospectus and below, we are not currently subject to any legal proceedings, and to the best of our knowledge no such proceeding is threatened the results of which would have a material impact on our properties, results of operation or financial condition. Nor, to the best of our knowledge, are any of our officers or directors involved in any legal proceedings in which we are an adverse party.

          Mines and mining claims nearby the San Juan Properties are owned by other parties. Because the various mines possibly have interconnections between adits and tunnels and common stormwater conveyances and treatment sites, the environmental issues are both factually complex and legally complex. Disputes among the various property owners, over environmental liabilities, responsibility for clean-up and maintenance of the sites and facilities, and responsibility for site remediation continue. State agencies are threatening an enforcement action against our company and San Juan Corporation, the corporation which we have entered into the Option Agreement with in connection with the San Juan Properties, if permitting requirements are not met. As set forth in the Environmental and Regulatory Issues section relating to the Gold King property discussed above, our company and San Juan Corporation believe we have complied with the request of the Colorado Attorney General’s Office regarding obtaining a stormwater discharge permit for the Gold King Mine. We are in the process of negotiating with the Colorado Attorney General’s Office and the Water Quality Control Division of the Colorado Department of Public Health and Environment on compliance requirements, liabilities and enforcement actions. The State of Colorado first contacted us regarding permitting requirements on August 10, 2007. As also discussed in the Environmental and Regulatory Issues section relating to the Gold King property, the Gold King Property has an active, acid mine drainage occurring from the Gold King #7 Level. Communications with the EPA also commenced in approximately August of 2007. There is no assurance that an AOC acceptable to us and the EPA can be reached. If an AOC is not reached and there is a “blow out” of underground blockages at the Gold King Mine, it is possible the EPA will pursue an enforcement action. Generally, each agency can levy fines of $25,000 — $50,000 per day for each violation, issue and enforce orders for clean-up and removal, and enjoin ongoing and future activities. If such agencies prove knowing violations, they can seek criminal penalties. Due diligence has recently commenced and is ongoing regarding potential legal and enforcement actions.

          Our common stock has been quoted on the OTC Bulletin Board since April 6, 2006. Our trading symbol is “CGFI.OB.”

          The table below sets forth the high and low sales prices for our common stock for the periods indicated as reported by the OTCBB. Sales prices represent prices between dealers, do not include retail markups, markdowns or commissions and do not necessarily represent prices at which actual transactions were effected.*

          On May 13, 2008, the closing price of our common stock as reported on the OTCBB was $0.435 per share. As of December 31, 2007, there were 31 holders of record of our common stock.

          We have never declared or paid dividends on our common stock. Payment of future dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including the terms of any credit arrangements, our financial condition, operating results, current and anticipated cash needs and plans for growth. Our initial earnings, if any, will likely be retained to finance our growth. At the present time, we are not party to any agreement that would limit our ability to pay dividends.

          The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Our shares are currently subject to the penny stock rules.

          A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

          The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which:

	•		contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
	•		contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;
	•		contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;
	•		contains a toll-free telephone number for inquiries on disciplinary actions;
	•		defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
	•		contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation.

          The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

	•		the bid and offer quotations for the penny stock;
	•		the compensation of the broker-dealer and its salesperson in the transaction;
	•		the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
	•		monthly account statements showing the market value of each penny stock held in the customer’s account.

          In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements have the effect of reducing the trading activity in the secondary market for our stock. Thus, stockholders may have difficulty selling their securities.

          We did not have any equity compensation plans in effect as of the end of our most recent fiscal year ended August 31, 2007. However, on February 14, 2008, our Board of Directors unanimously approved our 2008 Stock Incentive Plan (the “2008 Plan”). The purpose of the Plan is to retain current, and attract new, employees, directors, consultants and advisors that have experience and ability, along with encouraging a sense of proprietorship and interest in the Company’s development and financial success. The Board of Directors believes that option grants and other forms of equity participation are an increasingly important means of retaining and compensating employees, directors, advisors and consultants. The 2008 Plan authorizes us to issue up to 9,600,000 shares of our common stock which represented slightly less then 10% of our outstanding shares at the time the plan was adopted. The plan allows us to grant tax-qualified incentive stock options, non-qualified stock options and restrictive stock awards to employees, directors and consultants of our company.

          In order to be able to grant qualified “incentive stock options” under the 2008 Plan in accordance with Section 422 of the Internal Revenue Code, as amended, we must obtain shareholder approval of the 2008 Plan within 12 months before or after the 2008 Plan was adopted. Accordingly, we intend to submit the 2008 Plan to a vote of our shareholders at our next annual meeting of shareholders. To the extent that the 2008 Plan is not approved by our shareholders at the annual meeting, the 2008 Plan will nonetheless continue in existence as a valid plan, but any stock options granted under the 2008 Plan will be non-qualified stock options for tax purposes.

          Unless terminated earlier by the Board, the 2008 Plan will expire on February 13, 2018. In connection with the adoption of the plan, our Board granted the following stock options to the persons indicated in the table below.

          In addition, in March, 2008, we hired a mining engineer, and in connection therewith, granted an option to him to purchase 250,000 shares at $0.60 per share. The option vests in one-sixth increments over a three-year period.

          Empire Stock Transfer is the transfer agent for our common stock. Their address is at 2470 St. Rose Pkwy, Suite 304, Henderson, Nevada 89074, and their telephone number is (702) 818-5898.

          Our financial statements included in this Prospectus have been prepared assuming that the Company will continue as a going concern. Since our inception in February 2004, we have not generated revenue and have incurred net losses. We had a surplus in working capital of approximately $1,296,600 at February 29, 2008, incurred net losses of $300,200 and $1,504,422 for the year ended August 31, 2007 and the six months ended February 29, 2008, respectively, and an accumulated deficit during the exploration stage of $1,881,980 for the period from February 11, 2004 (inception) through February 29, 2008. Accordingly, we have not generated cash flow from operations and have primarily relied upon advances from stockholders, promissory notes and advances from unrelated parties, and equity financing to fund our operations. Due to our financial uncertainty, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. As discussed below, we received approximately $3,284,500 from equity financings which we believe should enable us to commence mining exploration activities on the San Juan Properties and fund our operations through most of the fiscal year ended August 31, 2008. In March 2008, we signed a letter of intent to acquire a controlling interest in a Mexican company that owns and operates a producing silver mine in Mexico, which if consummated would require us to raise additional funds.

          The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts or classification of liabilities that may result from the possible inability of our company to continue as a going concern.

          The following discussion updates our plan of operation for the foreseeable future. It also summarizes our financial condition at February 29, 2008 and compares it to our financial condition at August 31, 2007. The discussion also summarizes the results of our operations for the year ended August 31, 2007 and compares those results to the year ended August 31, 2006.

          We hold an exclusive right and option to acquire an 80% undivided right, title and interest in certain properties located in San Juan County, Colorado (the “San Juan Properties”). Please see “Item 2: Description of Properties” for a description of the mining properties which encompass the San Juan Properties. The option is currently exercisable as follows:

	(i)		an undivided 40% interest in the San Juan Properties will vest when we have incurred expenditures of not less than $6,000,000 on the San Juan Properties, provided that such expenditures must be incurred within five years from the date of the Option Agreement;
	(ii)		an additional undivided 20% interest in the San Juan Properties will vest when: (a) we have incurred additional expenditures of not less than $3,500,000 on the San Juan Properties, provided that such expenditures must be incurred within 7.5 years from the date of the Option Agreement, and (b) we issue, subject to compliance with applicable securities laws, 10,000,000 shares of our common stock to the Optionors; and
	(iii)		an additional undivided 20% interest in the San Juan Properties (for an aggregate of 80%) will vest when: (a) we have incurred additional expenditures of not less than $3,500,000 on the San Juan Properties, provided that such expenditures must be incurred within 10 years from the date of the Option Agreement, and (b) we issue, subject to compliance with applicable securities laws, an additional 10,000,000 shares of our common stock to the Optionors.

          We intend to seek equity and/or debt funding to explore and evaluate the San Juan Properties. In November

2007, we sold 8,758,600 Units to 24 offshore subscribers and four U.S. subscribers at a price of US$0.375 per unit (US $0.75 per Unit before taking into effect our forward stock split of our authorized, issued and outstanding common stock as reported on our Current Report on Form 8-K filed with the SEC on November 2, 2007), for an aggregate subscription amount of approximately US $3,284,500. Each Unit consisted of one share of common stock and one common stock purchase warrant, which warrant entitles the holder to purchase one additional share of our common stock at a price of US$0.50 per share (or US$1.00 pre-split), for a period of two years from the closing of the private placement. We did not use the services of a placement agent although we have paid a finder fee of $250,000 to a European company in connection with their introductions to offshore subscribers.

          We have used approximately $504,000 of the proceeds to pay outstanding promissory notes and advances, approximately $125,000 to fund exploration of the San Juan Properties and additional amounts have been expended on corporate overhead. We estimate that $1.3 million of the remaining proceeds from the private placement will be used for expenditures on the San Juan Properties in 2008, with the remainder to fund our corporate overhead. As noted above, expenditures on the San Juan Properties will be credited to the $6,000,000 earn-in requirement for the initial undivided 40% ownership interest in the San Juan Properties.

          Our plan of operation for fiscal 2008 is to continue seeking funding for (i) our operations and mining exploration program on the San Juan Properties that began in the fall of 2007, and (ii) our proposed purchase of a majority of Besmer, the Mexican silver mining company. Our Option Agreement to acquire an 80% interest in the San Juan Properties requires us to expend $13 million on the properties, and we currently believe that expenditure of that amount will ready the mine for production assuming that economically feasible reserves exist, although we cannot give any assurances that additional funds will not be necessary.

          Our planned exploration activities may include data review, geologic mapping, resource modeling, geophysical surveys and modeling, re-logging of available drill core and rotary cuttings and rock chips and soil sampling programs. Geophysical surveys include gravity and IP surveys. All of these activities are designed to assist us in identifying additional targets for drilling and increasing our understanding of the San Juan Properties.

          Under our letter of intent with the shareholders of Besmer, S.A. de C.V., of Durango, Mexico, we have agreed to pay $3,000,000 for 75% of the outstanding shares of Besmer, and also provide Besmer with a loan of up to $5,000,000, subject to project economics acceptable to us. With respect to the $3,000,000 purchase price, the letter of intent contemplates that $750,000 of the purchase price would be paid upon execution of a definitive agreement, with the balance of $2,250,000 payable in quarterly installments over four years plus interest at 6% on the unpaid principal balance. In late April 2008, subject to finalizing a mutually acceptable loan agreement, we agreed to loan Besmer $100,000 to fund initial payments on options for certain mineral property concessions near the Chalchihuites Mining District in the State of Zacatecas, Mexico. The loan is non-interest bearing, and if the Besmer acquisition is completed, then the loan will be considered an advance towards the $5 million loan that we have agreed to provide under the LOI. If we do not complete the acquisition, the loan will be due within 60 days and is secured by the mineral option concessions which the loan is funding.

          Considering the foregoing, we will require significant additional capital in the near future to continue our exploration activities and purchase the 75% interest in Besmer. We cannot give any assurances that we will be successful in raising the necessary capital to fulfill our business plan and fund our operations.

          We were formed in early 2004 and have primarily had limited activity until our acquisition of the option to acquire interests in the San Juan Properties. Since we have received no revenue from the production of gold or other metals, we have relied on funds received in connection with our equity and debt financings to finance our ongoing operations. We have experienced net losses since inception.

          We are dependent on additional financing to continue our exploration and integration efforts in the future and, if warranted, to develop and commence mining operations. Our capital requirements for the foreseeable future include continued exploration of the San Juan Properties, payments required to keep the option in good standing and

our corporate overhead expenses. As of mid April 2008, we had approximately $940,000 in cash. Assuming we do not acquire the Besmer interest, based on our current estimates, we expect that we will have sufficient cash to continue a limited exploration program, pay option holding costs and pay necessary administrative expenses for the remainder of the fiscal year ending August 31, 2008, assuming no unexpected expenses. Beyond that time, we expect that we will require additional funding to continue operation. We are currently seeking arrangements to satisfy these additional capital requirements.

          As of February 29, 2008, we had cash and cash equivalents of approximately $1,393,700, other current assets of $71,600 and current liabilities of $168,700. We used cash and cash equivalents of $953,400 in operating activities for the six months ended February 29, 2008. Investing activities for the six months ended February 29, 2008 consisted of the purchase of property, plant and equipment of $181,600. Financing activities for the six months ended February 29, 2008 included net proceeds of $3,007,300 from the issuance of 8,758,600 common shares at a price of $0.375 per share from an equity private placement. Approximately $500,700 of the proceeds was used to repay promissory notes and advances during the six months ended February 29, 2008.

          During the year ended August 31, 2007, our operations were funded by the following:

	•		On November 1, 2006, we borrowed $5,000 from Renfrew Ventures, Inc. and issued an unsecured, non-interest bearing demand promissory note in connection with the debt. Payment demand was made and we repaid the entire debt in June 2007.
	•		On January 5, 2007, we borrowed $10,000 from Gary Schellenberg, our Chief Financial Officer and Vice President. In connection with the debt, we issued an unsecured, non-interest bearing demand promissory note. Payment demand was made and we repaid the entire debt in July 2007.
	•		On May 15, 2007, we borrowed $100,000 from an unrelated third party pursuant to a Bridge Loan Agreement dated April 30, 2007. In connection with the debt, we issued a promissory note to the lender which required us to pay interest at 12% per annum, payable on a quarterly basis and all amounts owed under the note were due and payable on November 30, 2007. Using proceeds from the private placement completed in November 2007, we paid the note in its entirety, including approximately $6,200 in accrued interest.
	•		From July and August 2007, we received approximately $400,000 of non-interest bearing advances from an unrelated third party. These advances were repaid from the proceeds of our private placement completed in November 2007.

          As of August 31, 2007, we had approximately $49,000 of current assets, $1.4 million of non-current assets (consisting primarily of our inactive Pride of the West Mill) $606,000 of current liabilities, and $1.15 million of non-current liabilities. As discussed above, we completed an equity private placement in November 2007 which raised approximately $3,284,500 in gross proceeds.

          In connection with the acquisition of the Pride of the West Mill, we paid $250,000 of the $900,000 purchase price in cash, with the remaining $650,000 paid by way of a promissory note to the seller with interest at 7.0% per annum. Interest on the note of $3,791.67 is payable monthly and the entire amount is due and payable on or before June 29, 2009, and is secured by Deed of Trusts and financing statements on the mill property and equipment. As noted above, we have currently estimated the entire reclamation costs on the mill property at $500,000. As part of our agreement with the seller, we have replaced the seller’s reclamation bond in the amount of $317,000 with the State of Colorado. We have submitted documents in connection with our succession as the mill operator and replacement of the reclamation bond which we will be required to post in order to assure payment of reclamation requirements.

We are presently in the exploration stage of our business and have not earned any revenues to date, and we do not anticipate earning revenues until we acquire and develop mining properties with proven reserves. For the three months ended February 29, 2008, we incurred a net loss of approximately $1,179,300 compared to a net loss of

approximately $16,000 for the three months ended February 28, 2007. For most of fiscal year 2007, our operations were limited. In the last two fiscal quarters of 2007, we began negotiations for and completed (i) the acquisition of the Pride of the West Mill in Howardsville, Colorado and (ii) the option agreement with Todd C. Hennis and his company, San Juan Corp., with respect to the San Juan Properties and an employment agreement with Mr. Hennis.

          The increase in our net loss in for the three months ended February 29, 2008 compared to same period in 2007 was primarily due to stock-based compensation and expenses incurred for professional fees and management costs. During February 2008, we approved a stock option plan and granted 1,600,000 options to employees, officers and directors of our company which resulted in the recognition of $862,300 of stock-based compensation for the three months ended February 29, 2008, while no such expense existed in fiscal year 2007.

          During the three months ended February 29, 2008, we incurred approximately $194,000 of legal and accounting fees compared to $12,700 of professional fees during the same period in fiscal 2007. The increase is primarily attributable to the costs associated with the securities related matters including completion of our Form 10-KSB and our company’s filing of the Form SB-2 (subsequently converted to Form S-1) during the three months ended February 29, 2008. Also in connection with our increased activities during the second quarter in fiscal 2008 and due to having a full-time employee and the hiring of a part-time chief financial officer in February, 2008, we incurred increased general and administrative expenses of approximately $111,300 compared to no similar expenses during the second quarter in fiscal 2007.

          We also had interest expense of approximately $11,400 related to the mortgage on the Pride of the West Mill during the three months ended February 29, 2008, while no similar expenses were incurred for the same period in fiscal year 2007. We also had interest income of $8,200 during the three months ended February 29, 2008 due to the investing of the net proceeds from our private placement in November 2007.

          For the six months ended February 29, 2008, we incurred a net loss of $1,504,400 compared to a net loss of $31,600 for the six months ended February 28, 2007. As noted above, we implemented a stock option plan in February 2008 which accounted for $862,300 of the increased net loss for the six months ended February 29, 2008. General and administrative costs were $192,900 versus $177 for the six months ended February 29, 2008 and February 28, 2007 respectively, and increased due to the hiring of Mr. Hennis and the costs associated with increased costs due to the business activities associated with the management of the properties and raising capital for the Company. Mineral property and exploration costs increased approximately $180,600 for the six months ended February 29, 2008 from the comparable period in fiscal year 2007 due to drilling and geological assessments at the Gold King mine.

          Professional fees were $246,300 for the six months ended February 29, 2008 versus $22,000 for the six months ended February 28, 2007 due to the additional securities and environmental work performed in the 2008 fiscal year. Interest expense of $25,500 was incurred for the six months ended February 29, 2008 primarily due to the interest payments on the mortgage on the Pride of the West Mill, while no similar expenses were incurred for the same period in fiscal year 2007.

          For the year ended August 31, 2007, we incurred a net loss of approximately $300,000 compared to a net loss of approximately $36,000 for the year ended August 31, 2006. As discussed above, for all of fiscal year 2006 and most of fiscal year 2007, our operations were limited. The increase in our net loss in fiscal 2007 compared to fiscal 2006 was primarily due to expenses incurred in connection with negotiating our option for the San Juan Properties and purchase of the Pride of the West Mill in the final few months of fiscal 2007. In fiscal 2007, we incurred approximately $126,500 of legal and accounting fees compared to $13,500 of professional fees in fiscal 2006. Also in connection with our increased activities in late fiscal year end 2007, we incurred general and administrative expenses of approximately $63,000 compared to approximately $1,000 of similar expenses in fiscal 2006. Finally, we incurred approximately $94,000 of mineral property and exploration costs in fiscal 2007 compared to $12,600 of such costs in fiscal 2006.

          We have identified the following critical accounting policies which were used in the preparation of our financial statements.

          Exploration and Development Costs: Costs of acquiring mining properties and any exploration and development costs are expensed as incurred unless proven and probable reserves exist and the property is a commercially minable property. When it has been determined that a mineral property can be economically developed as a result of established proven and probable reserves, the costs to develop such property will be capitalized. Costs of abandoned projects will be charged to operations upon abandonment.

          Long-lived Assets: The Company periodically evaluates the carrying value of property, plant and equipment costs, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets.”

          Property Retirement Obligation: SFAS 143, “Accounting for Asset Retirement Obligations,” requires the fair value of a liability for an asset retirement obligation to be recognized in the period that it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. Accretion expense is recorded in each subsequent period to recognize the changes in the liability resulting from the passage of time. Changes resulting from revisions to the original fair value of the liability are recognized as an increase or decrease in the carrying amount of the liability and the related asset retirement costs capitalized as part of the carrying amount of the related long-lived asset.

          Stock- Based Compensation: SFAS 123(R), “Share-Based Payment”, requires the recognition of the cost of employee services received in exchange for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. SFAS 123(R) also requires the stock option compensation expense to be recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period). We utilize the Black-Scholes option-pricing model to determine fair value.

          In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on our financial statements.

          In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. In November 2007, the FASB announced that it would defer the effective date of SFAS 157 for one year for all non-financial assets and liabilities, except for those that are recognized or disclosed at fair value in the financial statements on a recurring basis. The adoption of this statement is not expected to have a material effect on our future reported financial position or results of operations.

          In December 2007, the FASB issued Statement of Financial Accounting Standard No. 141 (R), Business Combinations (“SFAS 141 (R)”), which becomes effective for fiscal periods beginning after December 15, 2008 (September 1, 2009 for the Company). SFAS No. 141 (R) requires all business combinations completed after the effective date to be accounted for by applying the acquisition method (previously referred to as the purchase method). Companies applying this method will have to identify the acquirer, determine the acquisition date and purchase price and recognize at their acquisition date fair values of the identifiable assets acquired, liabilities assumed, and any non-controlling interests in the acquiree. In the case of a bargain purchase the acquirer is required to reevaluate the measurements of the recognized assets and liabilities at the acquisition date and recognize a gain on that date if an excess remains. The adoption of this statement is not expected to have a material effect on our financial statements.

          In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51 (“SFAS 160”) which becomes effective for fiscal periods beginning after December 15, 2008 (September 1, 2009 for the Company). This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. The statement requires ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. The statement also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest with disclosure on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest. In addition this statement establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation and requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. The adoption of this statement is not expected to have a material effect on our financial statements.

          The directors named below were elected for one-year terms. Officers hold their positions at the discretion of the Board of Directors absent any employment agreements, none of which currently exist or are contemplated.

          The names, addresses and ages of each of our directors and executive officers and the positions and offices held by them, which director positions are for a period of one year, are:

TODD C. HENNIS, President, CEO and Director. Mr. Hennis has 24 years experience in the mining and metals business. He is president and owner of Salem Minerals, Inc. (1987-present), San Juan Corp. (1997-present), both private mining companies headquartered in Colorado. San Juan Corp. owns the Mogul Mine and the Gold King Mine, consisting of a large number of patented mining claims. Mr. Hennis is also owner and president of Gladstone Corp. (2003-present), a souvenir company, and The Gladstone Institute, Inc. (2004-present), an education/mining company. Mr. Hennis graduated from Harvard College in 1982 with honors in economics, with an emphasis on natural resource industries.

STEPHEN GUYER, Chief Financial Officer. Mr. Guyer is a senior financial executive, having served as Chief Financial Officer for both public and private firms. Prior to joining Colorado Goldfields, he was a founder and Chief Executive Officer of Antelope Technologies, Inc., a privately-held international high-technology manufacturing venture with offices in both the USA and Switzerland. Mr. Guyer has also served as Chief Financial Officer for TCOM Ventures, Staff Administrators and the Moore Companies. Mr. Guyer was Chief Credit Officer for Monaco Finance and a divisional vice-president for a subsidiary of British Petroleum, and the former United Cable Television Corporation (now a part of COMCAST). Mr. Guyer holds an MBA, Finance, and Master of Arts, University of Denver, both with honors, a BA, Metropolitan State College, Magna Cum Laude, and BS, McPherson College.

GARY SCHELLENBERG, VP Exploration and Director. Mr. Schellenberg has been a Director since February 11, 2004. Mr. Schellenberg commits approximately ten hours per-week of his time to Colorado Goldfield’s business. Mr. Schellenberg is active in three other public companies on the TSX Venture Exchange in Canada and one private company. The public companies that he is involved in include TNR Gold Corp., where he is a Director and President, positions he has held since August 1990, and responsible for overseeing all business operations; Argent Resources, Ltd., where he has been a Director since November 1997; and New World Resources Corp., where he has served as a Director since March 2003. Mr. Schellenberg is also the Founder, Director and President of Coast Mountain Geological Ltd., positions he has held since April 1987, where he is responsible for overseeing all business operations. During the last five years, Mr. Schellenberg was a Director and President of Secureview Systems, Inc. (formerly International Comstock Exploration Ltd.) from December 1997 to August 2003. At International Comstock, Mr. Schellenberg was responsible for overseeing all business operations. Mr. Schellenberg graduated from the University of British Columbia in 1981 with a B.Sc. in geology.

ERIC OWENS, Director. Dr. Owens is President, Treasurer and Director of Alexandria Minerals Corp. He has 23 years experience in the mineral exploration industry in North America, Mexico and Central America. Previously, he held positions with Newmont Mining, BHP Minerals, Phelps Dodge Corp. and Echo Bay Mines. Dr. Owens graduated from the University of Western Ontario in 1992 with a Ph.D. in geology and is a licensed Professional Geologist.

BEVERLY RICH, Director. Ms. Rich has been the Treasurer for San Juan County, Colorado since 1990. She also serves as the Democratic Party Chairperson for San Juan County, Colorado and is the Democratic Chairperson for the 6^th Senatorial District in Colorado. She is also Chairperson for the San Juan County Historical Society, a board she has sat upon since 1980. She also serves on the board or is a member of the Red Mountain Task Force, San Juan Regional Planning Commission, Colorado County Treasurer’s Association, Colorado Public Trustee’s Association, National Historic Landmarks Stewards Association, Colorado Preservation, Inc., and the Silverton Chamber of Commerce. Ms. Rich graduated from Fort Lewis College in Durango, Colorado and is a Certified County Treasurer, certified by the Colorado County Treasurer’s Association and Colorado State University.

          We have no significant employees other than our executive officers.

          The following table summarizes all compensation recorded by us in the most recent fiscal year ended August 31, 2007 for our principal executive officer and chief financial officer. No officer or employee was paid in excess of $100,000 during the most recent fiscal year. Such officers are referred to herein as our “Named Executive Officers.”

          Mr. Schellenberg is employed with us on a part-time basis, and we have agreed to pay him at a rate of $700/day for his services to our company. We did not compensate our directors for their services in 2007.

          We entered into an Executive Employment Agreement effective on June 17, 2007 with Mr. Hennis, whereby we employed him as our Chief Executive Officer and President, for a term of 18 months (subject to renewal) in consideration for, among other things: (i) a salary of $8,000 per month for the first six months, to be increased to not less than $8,500 per month thereafter; (ii) an automobile allowance of $350 per month, plus reimbursement for mileage at the IRS standard rate; (iii) certain employee benefits, including group health

insurance, pension and profit sharing and other such benefits that we may elect to provide our other employees from time to time; and (iv) the agreement by us to grant a stock option to purchase up to 600,000 shares of our common stock. On February 14, 2008, our Board of Directors, with Mr. Hennis abstaining, resolved to increase Mr. Hennis’ salary to $10,000 per month effective January 17, 2008. On that same date, our Board of Directors also adopted our 2008 Stock Incentive Plan and issued Mr. Hennis an option to purchase 600,000 shares of our common stock at an exercise price of $0.70 per share.

          The Executive Employment Agreement may be terminated: (i) upon 60 days written notice of termination from either party; (ii) upon the expiration of the initial 18 month term if the parties do not renew or extend the agreement prior to expiration; or (iii) upon the death of Mr. Hennis. Upon the termination of the Executive Employment Agreement, Mr. Hennis will be entitled to separation pay as follows:

	(i)		if terminated by us, Mr. Hennis shall receive one month of base compensation for each year of service. Base compensation includes salary in effect at the time of termination, continued participation in our company’s group health insurance plan, continued life insurance coverage and, at Mr. Hennis’ expense, continued access to certain other insurance plans of our company;
	(ii)		if Mr. Hennis resigns within 90 days following a change of control of our company, Mr. Hennis shall receive one month of base compensation (as described above), and, in addition, any stock options held by Mr. Hennis shall vest immediately, all of Mr. Hennis’ shares of our common stock, which are not already freely tradeable without restriction, shall be promptly registered with the Securities and Exchange Commission, and any bonuses remaining unpaid shall be paid immediately;
	(iii)		if terminated upon expiration of the Executive Employment Agreement without renewal or extension, Mr. Hennis shall receive one month of base compensation (as described above) for each year of service by Mr. Hennis as an employee of our company; and
	(iv)		if Mr. Hennis passes away during the term of the Executive Employment Agreement, Mr. Hennis’ estate shall receive one month of salary for each year of service by Mr. Hennis as our employee.

          Equity Compensation Plans

          We did not have any equity compensation plans in effect as of the end of our most recent fiscal year ended August 31, 2007. However, on February 14, 2008, our Board of Directors unanimously approved our 2008 Stock Incentive Plan (the “2008 Plan”). The purpose of the Plan is to retain current, and attract new, employees, directors, consultants and advisors that have experience and ability, along with encouraging a sense of proprietorship and interest in the Company’s development and financial success. The Board of Directors believes that option grants and other forms of equity participation are an increasingly important means of retaining and compensating employees, directors, advisors and consultants. The 2008 Plan authorizes us to issue up to 9,600,000 shares of our common stock which represented slightly less then 10% of our outstanding shares at the time the plan was adopted. The plan allows us to grant tax-qualified incentive stock options, non-qualified stock options and restrictive stock awards to employees, directors and consultants of our company.

          In order to be able to grant qualified “incentive stock options” under the 2008 Plan in accordance with Section 422 of the Internal Revenue Code, as amended, we must obtain shareholder approval of the 2008 Plan within 12 months before or after the 2008 Plan was adopted. Accordingly, we intend to submit the 2008 Plan to a vote of our shareholders at our next annual meeting of shareholders. To the extent that the 2008 Plan is not approved by our shareholders at the annual meeting, the 2008 Plan will nonetheless continue in existence as a valid plan, but any stock options granted under the 2008 Plan will be non-qualified stock options for tax purposes.

          Unless terminated earlier by the Board, the 2008 Plan will expire on February 13, 2018. In connection with the adoption of the plan, our Board granted the following stock options to the persons indicated in the table below.

          In addition, in March, 2008, we hired a mining engineer, and in connection therewith, granted him an option to purchase 250,000 shares at $0.60 per share. The option vests in one-sixth increments over a three-year period.

          Our Articles of Incorporation and Bylaws provide that we must indemnify, to the fullest extent permitted by the laws of the State of Nevada, any of our directors, officers, employees or agents made or threatened to be made a party to a proceeding, by reason of the person serving or having served in a capacity as such, against judgments, penalties, fines, settlements and reasonable expenses incurred by the person in connection with the proceeding if certain standards are met.

          The Nevada Revised Statutes allows indemnification of directors, officers, employees and agents of a company against liabilities incurred in any proceeding in which an individual is made a party because he or she was a director, officer, employee or agent of the company if such person conducted himself in good faith and reasonably believed his actions were in, or not opposed to, the best interests of the company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A person must be found to be entitled to indemnification under this statutory standard by procedures designed to assure that disinterested members of the board of directors have approved indemnification or that, absent the ability to obtain sufficient numbers of disinterested directors, independent counsel or shareholders have approved the indemnification based on a finding that the person has met the standard. Indemnification is limited to reasonable expenses.

          At present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification will be required or permitted. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable.

          Our Articles of Incorporation limit the liability of our directors to the fullest extent permitted by law. Specifically, our directors will not be personally liable for monetary damages for breach of fiduciary duty as directors, except for:

	•		any breach of the duty of loyalty to us or our stockholders;
	•		acts or omissions not in good faith or that involved intentional misconduct or a knowing violation of law;
	•		dividends or other distributions of corporate assets that are in contravention of certain statutory or contractual restrictions;
	•		violations of certain laws; or
	•		any transaction from which the director derives an improper personal benefit.

          Liability under federal securities law is not limited by our Articles of Incorporation.

     On January 5, 2007, we borrowed $10,000 from Gary Schellenberg, our Chief Financial Officer and Vice President. In connection with the debt, we issued an unsecured, non-interest bearing demand promissory note. Payment demand was made and we repaid the entire debt in July 2007.

     On June 17, 2007, and as amended on November 8, 2007, Todd C. Hennis, our President and Chief Executive Officer, and San Juan Corp., which is wholly-owned by Mr. Hennis (collectively, the “Optionors”), entered into an Option Agreement whereby Mr. Hennis and San Juan granted us an exclusive option to acquire up to an undivided 80% mineral interest in and to certain mining properties and claims located in San Juan County, Colorado that they own (the “San Juan Properties”). Pursuant to the Option Agreement, we paid Mr. Hennis and San Juan Corp. a cash payment of $50,000 in August 2007. The option is currently exercisable as follows:

	(i)		an undivided 40% interest in the San Juan Properties will vest when we have incurred expenditures of not less than $6,000,000 on the San Juan Properties, provided that such expenditures must be incurred within five years from the date of the Option Agreement;
	(ii)		an additional undivided 20% interest in the San Juan Properties will vest when: (a) we have incurred additional expenditures of not less than $3,500,000 on the San Juan Properties, provided that such expenditures must be incurred within 7.5 years from the date of the Option Agreement, and (b) we issue, subject to compliance with applicable securities laws, 10,000,000 shares of our Common Stock to the Optionors; and
	(iii)		an additional undivided 20% interest in the San Juan Properties (for an aggregate of 80%) will vest when: (a) we have incurred additional expenditures of not less than $3,500,000 on the San Juan Properties, provided that such expenditures must be incurred within 10 years from the date of the Option Agreement, and (b) we issue, subject to compliance with applicable securities laws, an additional 10,000,000 shares of our Common Stock, to the Optionors.

     In addition, in order to keep the option in good standing, we must make payments to the Optionors as follows:

	(i)		cash payment of $100,000 within one year from the date of the Option Agreement;
	(ii)		cash payment of an additional $200,000 within two years from the date of the Option Agreement; and
	(iii)		100 troy ounces of gold contained in gold dore, or the cash equivalent thereof, within three years of the date of the Option Agreement, and annually thereafter up to and including the 10th year from the date of the Option Agreement. The foregoing payments are, however, contingent upon: (i) our successful acquisition of the Pride of the West Mill located in Howardsville, Colorado, which acquisition occurred in June of this year; and (ii) the Pride of the West Mill actually being in operation during any part of the year in which payment is due. Currently, the mill is not operational.

     In connection with the Option Agreement, we also entered into a Surface Rights Agreement with Mr. Hennis and San Juan Corp. whereby we were granted a right-of-way to enter upon the San Juan Properties to perform mining exploration activities while the Option Agreement is in good standing. Under the Surface Rights Agreement, among other things, we are required to perform restoration and reclamation on the San Juan Properties, reimburse Mr. Hennis and San Juan Corp. for all property taxes on the San Juan Properties and indemnify them for losses they may incur due to our activities.

     On June 17, 2007, in connection with the Option Agreement, we entered into an Executive Employment Agreement with Mr. Hennis whereby Mr. Hennis became our President and CEO and a member of our Board of Directors. Further, on June 14, 2007, Mr. Hennis purchased 2,500,000 shares (39,500,00 shares post-splits) of our Common Stock from Gary Schellenberg, representing 44.8% of the outstanding Common Stock of the Company at the time of this related transaction.

     During the years ended August 31, 2007 and 2006 we recognized a total of $4,500 and $6,000 respectively for donated services at $500 per month and $2,250 and $3,000 respectively for donated rent at $250 per month provided by Gary Schellenberg, our CFO and director.

     During the year ended August 31, 2007, we incurred $6,377 in legal fees and mineral and exploration costs associated with services performed for or on behalf of affiliated companies owned by Mr. Hennis.

     Todd C. Hennis, our President, Chief Executive Officer and Director, is the owner Salem Minerals Inc., Gladstone Corporation, and The Gladstone Institute, Inc., (collectively, the “Hennis Companies”) all of which are companies which hold interests in mining properties and related equipment or engage in activities related to the mining industry. Due to our need of additional part-time administrative, operational and maintenance personnel, our Board of Directors, with Mr. Hennis abstaining, has authorized us to use as necessary, on a per hour contract basis, employees of the Hennis Companies to perform administrative, operational, maintenance and other necessary duties on our behalf. In consideration of such services, we have agreed to reimburse the Hennis Companies for the actual hourly rate paid by the Hennis Companies to such employee plus reimbursement of workers’ compensation costs related to such employee. In addition, to cover the Hennis Companies’ other costs associated with such employees, we have agreed to pay an additional fee of 10% of the base amount paid for use of such employees.

     In September and October 2007, we hired Coast Mountain Geological, Ltd., to take a core sample collection, sample preparation, and analytical procedures at the Gold King Mine. Coast Mountain is a Vancouver, British Columbia, Canada-based mining exploration consultant. Gary Schellenberg, our Vice President and Director, is a part owner and principal of Coast Mountain. We paid Coast Mountain approximately $37,900 in connection with its consulting services.

     Our common stock is listed on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. For purposes of determining director independence, we have applied the definition set forth in NASDAQ Rule 4200(a)(15). The following directors are considered “independent” as defined under Rule 4200(a)(15): Eric Owens and Beverly Rich. Todd C. Hennis would not be considered “independent” under the NASDAQ rule due to the fact that he is an employee of our company.

     During most of the fiscal year ended August 31, 2007, we had one director, Gary Schellenberg, due to the fact that our company had limited operations and our efforts centered towards searching for suitable mining properties. Thus, no formal Board meetings were held during the fiscal year ended August 31, 2007, and Board actions were taken by written consent. As we added Mr. Hennis to the Board in June of 2007, and recently added two independent Board members, Owens and Rich. We anticipate more formal Board meetings for fiscal year 2008.

     As noted above, our common stock is listed on the OTC Bulletin Board, which does not require companies to maintain audit, compensation or nominating committees. Until recently, we have had limited operations and were managed by a sole director who also acted as our sole employee. Considering the foregoing and the fact that we are an early stage exploration company, we do not maintain standing audit, compensation or nominating committees. The functions typically associated with these committees are performed by the entire Board of Directors. With the recent addition of Hennis and two independent Board members, Owens and Rich, the Company intends to form formal committees during fiscal year 2008.

     Although there is no formal process in place regarding the consideration of any director candidates recommended by security holders, our Board of Directors will consider a director candidate proposed by a shareholder. A candidate must be highly qualified in terms of business experience and be both willing and expressly interested in serving on the Board. A shareholder wishing to propose a candidate for the Board’s consideration should forward the candidate’s name and information about the candidate’s qualifications to Colorado Goldfields

Inc., Board of Directors, 10920 West Alameda Avenue, Suite 207, Lakewood, Colorado 80226, Attn.: Todd C. Hennis, CEO. Submissions must include sufficient biographical information concerning the recommended individual, including age, employment history for at least the past five years indicating employer’s names and description of the employer’s business, educational background and any other biographical information that would assist the Board in determining the qualifications of the individual. The Board will consider recommendations received by a date not later than 120 calendar days before the date our proxy statement was released to shareholders in connection with the prior year’s annual meeting for nomination at that annual meeting. The Board will consider nominations received beyond that date at the annual meeting subsequent to the next annual meeting.

     The Board evaluates nominees for directors recommended by shareholders in the same manner in which it evaluates other nominees for directors. Minimum qualifications include the factors discussed above.

     We do not have a formal shareholder communications process. Shareholders are welcome to communicate with the Company by forwarding correspondence to Colorado Goldfields Inc., Board of Directors, 10920 West Alameda Avenue, Suite 207 Lakewood, Colorado 80226, Attn.: Todd C. Hennis, CEO and Director.

     The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of March 31, 2008, by (i) each person known by the Company to beneficially own more than five percent of the outstanding shares of Common Stock, (ii) the nominees and each current director and named executive officer of the Company and (iii) all executive officers and directors as a group. Except as indicated, the persons named in the table have sole voting and investment power with respect to all shares beneficially owned. Except as indicated, the address of each of the persons named in the table is that of the Company’s principal executive offices. As of January 31, 2008, there were 1,185,000,000 shares of our common stock authorized and 96,843,600 shares outstanding.

     In a filing with the SEC, Todd C. Hennis, our President and Chief Executive Officer, reported that he had purchased 39,500,000 shares of our common stock in a private transaction on June 17, 2007. As a result of this transaction, Mr. Hennis owns approximately 41.2% of our outstanding common stock as of February 15, 2008.

     We know of no other arrangement or events, the happening of which may result in a change of control.

     On behalf of the selling shareholders, we have agreed to file a registration statement with the SEC covering the resale of our common stock described in this prospectus. We have also agreed to use our reasonable efforts to keep the registration statement effective and update the prospectus until the securities owned by the selling shareholders have been sold or may be sold without registration or prospectus delivery requirements under the 1933 Act. We will pay the costs and fees of registering the shares, but the selling shareholders will pay any brokerage commissions, discounts or other expenses relating to the sale of the shares.

     The registration statement which we have filed with the SEC, of which this prospectus forms a part, covers the resale of our common stock by the selling shareholders from time to time under Rule 415 of the 1933 Act. Our agreement with the selling shareholders was entered into with the intention of providing those shareholders with additional liquidity in respect of their ownership of shares of our common stock. The selling shareholders may offer our securities covered under this prospectus for resale from time to time. The selling shareholders may also sell, transfer or otherwise dispose of all or a portion of our securities in transactions exempt from the registration requirements of the 1933 Act. See , “Plan of Distribution”

     The table below presents information as of March 31, 2008 regarding the selling shareholders and the shares of our common stock that the selling shareholders may offer and sell from time to time under this prospectus. The table is prepared based on information supplied to us by those shareholders. Although we have assumed, for purposes of the table below, that the selling shareholders will sell all of the securities offered by this prospectus, because they may offer all or some of the securities in transactions covered by this prospectus or in another manner, no assurance can be given as to the actual number of shares that will be resold by the selling shareholders. Information covering the selling shareholders may change from time to time, and changed information will be presented in a supplement to this prospectus or an amendment to the registration statement if and when required. Except as described above, there are no agreements, arrangements or understandings with respect to resale of any of the securities covered by this prospectus.

     None of the selling shareholders are United States broker-dealers, nor at the time of purchase did any of the selling shareholders have any agreements or understandings, directly or indirectly, with any persons to distribute the securities. Further, except for Todd C. Hennis, none of the selling shareholders have any relationship to our company, except as a shareholder. Mr. Hennis is our Chief Executive Officer and President.

     The selling shareholders and their pledgees, donees, transferees or other successors in interest may offer the shares of our common stock and the shares underlying Warrants from time to time after the date of this prospectus and will determine the time, manner and size of each sale in the over-the-counter market, on one or more exchanges, in privately negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices. The selling shareholders may negotiate, and may pay, broker or

dealers commissions, discounts or concessions for their services. In effecting sales, brokers or dealers engaged by the selling shareholders may allow other brokers or dealers to participate. However, the selling shareholders and any brokers or dealers involved in the sale or resale of the shares may qualify as “underwriters” within the meaning of Section 2(a)(11) of the 1933 Act. In addition, the brokers’ or dealers’ commissions, discounts or concessions may qualify as underwriters’ compensation under the 1933 Act.

     The methods by which the selling shareholders may sell the shares of our common stock include:

	•		a block trade in which a broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block, as principal, in order to facilitate the transaction;
	•		sales to a broker or dealer, as principal, in a market maker capacity or otherwise and resale by the broker or dealer for its account;
	•		ordinary brokerage transactions and transactions in which a broker solicits purchases;
	•		an exchange distribution in accordance with the rules of any stock exchange on which the securities are listed;
	•		privately negotiated transactions;
	•		short sales;
	•		through the distribution of the securities by any selling shareholder to its partners, members or stockholders;
	•		any combination of these methods of sale; or
	•		any other legal method.

     A selling shareholder may enter into hedging transactions with broker-dealers and the broker-dealers may engage in short sales of the securities in the course of hedging the positions they assume with that selling shareholder, including without limitation, in connection with distributions of the securities by those broker-dealers. A selling shareholder may enter into option or other transactions with broker-dealers that involve the delivery of the securities offered hereby to the broker-dealers, who may then resell or otherwise transfer those securities. A selling shareholder may also loan or pledge the securities offered hereby to a broker-dealer and the broker-dealer may sell the securities offered hereby so loaned or upon a default may sell or otherwise transfer the pledged securities offered hereby.

     In addition to selling their shares under this prospectus, the selling shareholders may sell or transfer their shares by other methods not involving market makers or established trading markets, including directly by gift, distribution, or other transfer, or sell their shares under Rule 144 of the 1933 Act rather than under this prospectus, if the transaction meets the requirements of Rule 144. Any selling shareholder who uses this prospectus to sell his or her shares will be subject to the prospectus delivery requirements of the 1933 Act.

     Regulation M under the Securities Exchange Act of 1934 provides that during the period that any person is engaged in the distribution of our shares of common stock, as defined in Regulation M, such person generally may not purchase our common stock. The selling shareholders are subject to these restrictions, which may limit the timing of purchases and sales of our common stock by the selling shareholders. This may affect the marketability of our common stock.

     The selling shareholders may use agents to sell the shares. If this happens, the agents may receive discounts or commissions. The selling shareholders do not expect these discounts and commissions to exceed what is customary for the type of transaction involved. If required, a supplement to this prospectus will set forth the applicable commission or discount, if any, and the names of any underwriters, broker, dealers or agents involved in the sale of the shares. The selling shareholders and any underwriters, broker, dealers or agents that participate in the distribution of our common stock offered hereby may be deemed to be “underwriters” within the meaning of the 1933 Act, and any profit on the sale of shares by them and any discounts, commissions, concessions or other

compensation received by them may be deemed to be underwriting discounts and commissions under the 1933 Act. The selling shareholders may agree to indemnify any broker or dealer or agent against certain liabilities relating to the selling of the shares, including liabilities arising under the 1933 Act.

     Upon notification by the selling shareholders that any material arrangement has been entered into with a broker or dealer for the sale of the shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the 1933 Act, disclosing the material terms of the transaction.

     We have agreed to indemnify in certain circumstances the selling shareholders against certain liabilities, including liabilities under the 1933 Act. The selling shareholders have agreed to indemnify us in certain circumstances against certain liabilities, including liabilities under the 1933 Act, as amended.

     Our authorized capital consists of 1,185,000,000 shares of common stock, $0.001par value per share. As of March 31, 2008, we had 96,843,600 shares of common stock issued and outstanding.

     The following discussion summarizes the rights and privileges of our capital stock. This summary is not complete, and you should refer to our Articles of Incorporation, as amended, which have been filed or incorporated as an exhibit to the registration statement of which this prospectus forms a part, as well as to the Nevada Corporation Code, for a more complete description covering the rights and liabilities of shareholders.

     The holders of our common stock are entitled to one non-cumulative vote for each share held of record on all matters on which stockholders may vote at all meetings of our stockholders, including the election of directors. Cumulative voting for directors is not permitted. Except as provided by special agreement, the holders of common stock are not entitled to any preemptive, subscription, or conversion rights and the shares are not redeemable or convertible. All outstanding common stock is, and all common stock issuable upon exercise of Warrants offered hereby will be, when issued and paid for, fully paid and nonassessable. The number of authorized shares of common stock may be increased or decreased (but not below the number of shares then outstanding or otherwise reserved under obligations for issuance by us) by the affirmative vote of a majority of shares cast at a meeting of our shareholders at which a quorum is present.

     Our Articles of Incorporation and Bylaws do not include any provision that would delay, defer or prevent a change in control of our company. However, pursuant to the laws of the State of Nevada, certain significant transactions would require the affirmative vote of a majority of the shares eligible to vote at a meeting of shareholders which requirement could result in delays to or greater cost associated with a change in control of the company.

     The holders of our common stock have equal ratable rights to dividends, as and when declared by our Board of Directors from legally available funds. We have not paid any dividends nor do we anticipate paying any dividends on our common stock in the foreseeable future. It is our present policy to retain earnings, if any, for use in the development of our business.

     Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of our common stock are entitled to share ratably in all our assets remaining after payment to creditors and prior to distribution rights, if any, of any series of outstanding preferred stock.

     A Warrantholder will not be deemed a shareholder of our underlying common stock until the Warrant is exercised, and as such will not have any voting rights or other such rights until the Warrants are exercised and the underlying common stock has been issued. As of March 31, 2008, we had 8,758,600 Warrants outstanding. Each Warrant is exercisable until November 14, 2009 for one share of our common stock at an exercise price of $0.50 per share. The shares of common stock issuable upon exercise of the Warrants are covered by this prospectus.

     Warrantholders may exercise their Warrants only if the common stock underlying their Warrants are covered by an effective registration statement or an exemption from registration is available under the Securities Act; provided that the common stock issuable upon their exercise are qualified for sale under the securities laws of the state in which the Warrantholder resides.

     The exercise price of the Warrants and the number of shares of common stock issuable upon exercise of the Warrants are subject to adjustment in accordance with the terms of the Certificate upon a subdivision or split of our common stock into a greater or lesser number of shares.

     In addition, if we perform a capital reorganization or reclassification, or in the case of a consolidation, merger or amalgamation with or into any other company, then the exercise price of the Warrants, and the number of shares issuable upon exercise, shall be adjusted so as to preserve as nearly as possible the rights represented by the Warrants as they presently exist.

     The Nevada Corporation Code contains a provision governing Acquisition of Controlling Interest. This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires control shares whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges:

	(a)		20 to 33 1/3%,
	(b)		33 1/3 to 50%, or
	(c)		more than 50%.

     A control share acquisition is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from the control share acquisition act.

     The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the act. An “Issuing Corporation” is a Nevada corporation, which;

	(a)		has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada; and
	(b)		does business in Nevada directly or through an affiliated corporation.

     At this time, we do not have 100 stockholders of record resident of Nevada nor do we do business in Nevada directly or through an affiliated corporation. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply to us, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of the Company, regardless of whether such acquisition may be in the interest of our stockholders.

     The Nevada Combination with Interested Stockholders Statute may also have an effect of delaying or making it more difficult to effect a change in control of the Company. This statute prevents an interested stockholder and a resident domestic Nevada corporation from entering into a combination, unless certain conditions are met. The statute defines combination to include any merger or consolidation with an interested stockholder, or any sale, lease,

exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an interested stockholder having:

	(a)		an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation;
	(b)		an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or
	(c)		representing 10 percent or more of the earning power or net income of the corporation.

     An interested stockholder means the beneficial owner of 10 percent or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A corporation affected by the statute may not engage in a combination within three years after the interested stockholder acquires its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors or a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of:

	(a)		the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher;
	(b)		the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher; or
	(c)		if higher for the holders of preferred stock, the highest liquidation value of the preferred stock.

     Corporate Stock Transfer is the transfer agent for our common stock. Their address is at 3200 Cherry Creek Drive, Suite 430, Denver, Colorado 80209, and their telephone number is (303) 282-4800.

     Sales of substantial amounts of common stock (including shares issued upon the exercise of outstanding Warrants) in the public market after this offering could cause the market price of our common stock to decline. Those sales also might make it more difficult for us to sell equity-related securities in the future or reduce the price at which we could sell any equity-related securities.

     Of the outstanding shares not offered by this prospectus, 39,826,400 shares will be eligible for sale in the future.

     The SEC has recently adopted amendments to Rule 144 which will become effective on February 15, 2008 and will apply to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have beneficially owned restricted shares of our ordinary shares for at least six months but who are our affiliates at the time of, or any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

•

1% of the total number of securities of the same class then outstanding; or

•

the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

     Our directors and officer are indemnified as provided by the Nevada Revised Statutes, our articles of incorporation and our bylaws.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “1933 Act”) may be permitted to director, officers and controlling persons of our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable.

     We were organized under the laws of the State of Nevada on February 11, 2004 under the name Garpa Resources Inc. At that time, we appointed Gary Schellenberg as our sole director, Chief Executive Officer and Chief Financial Officer. In connection with our organization, we issued 2,500,000 shares of common stock (39,500,000 shares post stock splits) at a price of $0.001 per share for cash proceeds of $2,500 to Mr. Schellenberg. On June 18, 2007, we changed our name to Colorado Goldfields Inc.

     We have filed with the SEC a registration statement on Form S-1 to register the shares of our common stock. This prospectus is part of that registration statement and, as permitted by the SEC’s rules, does not contain all of the information set forth in the registration statement. For further information about us or our common stock, you may refer to the registration statement and to the exhibits filed as part of the registration statement. The description of all agreements or the terms of those agreements contained in this prospectus are specifically qualified by reference to the agreements, filed or incorporated by reference in the registration statement.

     We are subject to the informational requirements of the Securities and Exchange Act of 1934, as amended and, accordingly, file reports, proxy statements and other information with the SEC. You may read and copy the registration statement, these reports and other information at the SEC’s Public Reference Rooms at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. You can also obtain copies of our SEC filings by going to the SEC’s website at http://www.sec.gov.

     We have been advised on the legality of the shares of our common stock included in this prospectus by Jackson Kelly PLLC, of Denver, Colorado.

     Our audited financial statements as of August 31, 2007 and for the year ended August 31, 2007, and for the period from February 11, 2004 (inception) through August 31, 2007 included in this prospectus have been included in reliance on the report of GHP Horwath, P.C., our independent registered public accounting firm, for the periods and to the extent set forth in their report (which describes an uncertainty related to our ability to continue as a going concern) appearing elsewhere herein. Our financial statements as of August 31, 2006 and for the year ended August 31, 2006, included in this prospectus have been audited by Manning Elliot LLP, Chartered Accountants, our former

independent registered public accounting firm. These financial statements have been included on the authority of such firms given their authority as experts in auditing and accounting.

     Information of an historical, economic or technical nature in respect of the Gold King Mines property is included in this prospectus based upon the Evaluation Report prepared by E. D. Black, Professional Engineer.

Balance Sheets — February 29, 2008 (Unaudited) and August 31, 2007

(Expressed in US dollars)

Statements of Operations (Unaudited) For the Three and Six Months Ended February 29, 2008, February 28,
2007, and For the Period from February 11, 2004 (inception) through February 29, 2008

(Expressed in US dollars)

(Expressed in US dollars)

(Expressed in US dollars)