**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      DC 20549





**FORM
      10-QSB**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedJune
                30, 2006[
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period ________to__________Commission
                File Number:000-51013





Colombia
      Goldfields Ltd.


(Exact
      name of small business issuer as specified in its charter)





Delaware
            76-0730088(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)




#208-8
                King Street East, Toronto, Ontario Canada M5C 1B5(Address
                of principal executive offices)





(416)
                203-3856(Issuer’s
                telephone number)_______________________________________________________________(Former
                name, former address and former fiscal year, if changed since last
                report)





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





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





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 43,215,849 common shares as of July 26,
      2006





Transitional
      Small Business Disclosure Format (check one): Yes [ ] No [X]




Table
          of Contents




TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis
            4Item
                3.
            Controls
                and Procedures
            10PART
                II - OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            12Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            12Item
                3.
            Defaults
                Upon Senior Securities
            13Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            13Item
                5.
            Other
                Information
            14Item
                6.
            Exhibits
            14


2
 Table
          of Contents


**PART
      I - FINANCIAL INFORMATION**





**Item
      1.****Financial
      Statements**





Our
                unauditedconsolidated financial statements included in this Form 10-QSB are
                as
                follows:F-1
            Unaudited
                Interim Consolidated Balance Sheet as of June 30,
                2006F-2
            Unaudited
                Interim ConsolidatedStatements
                of Operations for the three and six months ended June 30, 2006 and
                2005
                and from inception (March 25, 2003) through June 30, 2006F-3
            Unaudited
                Interim Consolidated Statements of Stockholders’
                Equity (Deficiency) for the period from inception (March 25, 2003)
                through
                June 30, 2006F-5
            Interim
                Consolidated Statements of Cash Flows for the six
                months ended June 30, 2006 and 2005 and from inception (March 25,
                2003)
                through June 30, 2006F-6
            Notes
                to Unaudited Interim Consolidated Financial
                Statements;








These
      unaudited interim consolidated financial statements have been prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America for interim financial information and the SEC instructions to Form
      10-QSB. In the opinion of management, all adjustments considered necessary
      for a
      fair presentation have been included. Operating results for the interim period
      ended June 30, 2006 are not necessarily indicative of the results that can
      be
      expected for the full year.




3
 Table
          of Contents


**COLOMBIA
        GOLDFIELDS LTD.**
 **(FORMERLY
        SECURE AUTOMATED FILING ENTERPRISES INC.)**
 **(An
        Exploration Stage Company)**
 
 **INTERIM
        CONSOLIDATED BALANCE SHEETS**
 **(UNAUDITED)**
 
 
 
 **As
                  at**
                *(expressed
                  in U.S. dollars)*
              
              **June
                    30,**
                  **2006**
              
              
              **December
                  31,**
                **2005**$
              
              
              $**ASSETS****Current**Cash
                  and cash equivalents
              
              6,728,353
              
              
              1,565,640Accounts
                  receivable
              
              61,843
              
              
              -Prepaid
                  expenses
              
              38,776
              
              
              22,554Exploration
                  expenditure advances - related parties
              
              102,124
              
              
              158,2026,931,096
              
              
              1,746,396Property
                  and equipment, net of accumulated amortizationof
                  $11,970 (December 31, 2005: $335) (Note 4)
              
              144,206
              
              
              1,445Website
                  Development Cost, net of accumulated amortizationof
                  $9,500 (December 31, 2005: $3,500)
              
              26,500
              
              
              17,5007,101,802
              
              
              1,765,341**LIABILITIES****Current**Accounts
                  payable and accrued liabilities
              
              2,402,678
              
              
              83,004**STOCKHOLDERS’
                  EQUITY**
              
              2,402,678
              
              
              83,004**Common
                  stock (Note 5)**Authorized:
                  50,000,000 shares, $0.00001 par valueIssued
                  and outstanding: 43,215,849 shares
                (December
                  31, 2005: 29,589,100 shares)
              
              432
              
              
              296**Additional
                  paid-in capital**
              
              23,131,397
              
              
              1,465,354**Common
                  share purchase warrants****Share
                  subscriptions**
              
              -
              
              
              1,767,650**Deficit
                  accumulated during the exploration stage**
              
              (18,432,705)
              
              
              (1,550,963)4,699,124
              
              
              1,682,3377,101,802
              
              
              1,765,341
 
 **NOTE
        1 - INCORPORATION, NATURE AND CONTINUANCE OF OPERATIONS**
 
 **See
        accompanying Notes to the Financial Statements**
  F-1
 Table
            of Contents


**COLOMBIA
        GOLDFIELDS LTD.**
 **(FORMERLY
        SECURE AUTOMATED FILING ENTERPRISES INC.)**
 **(An
        Exploration Stage Company)**
 
 **INTERIM
        CONSOLIDATED STATEMENTS OF OPERATIONS**
 **(UNAUDITED)**
 
  **Cumulative
                  from****Three**
                **months**
              
              
              **Three**
                **months**
              
              
              **Six**
                **months**
              
              
              **Six**
                **months**
              
              
              **Inception**
                **(March
                  25,**
                **2003)****ended**
              
              
              **ended**
              
              
              **ended**
              
              
              **ended**
              
              
              **through****June
                  30,**
              
              
              **June
                  30,**
              
              
              **June
                  30,**
              
              
              **June
                  30,**
              
              
              **June
                  30,***(expressed
                  in U.S. dollars)*
              
              
              **2006**
              
              
              **2005**
              
              
              **2006**
              
              
              **2005**
              
              
              **2006**$
              
              
              $
              
              
              $
              
              
              $
              
              
              **$****REVENUES****OPERATING
                  EXPENSES**General
                  and administrative
              
              
              473,218
              
              
              87,269
              
              
              811,000
              
              
              125,456
              
              
              1,233,190Amortization
                  - equipment
              
              
              9,191
              
              
              67
              
              
              11,635
              
              
              67
              
              
              11,970Amortization
                  - website
                development
                  cost
              
              
              3,000
              
              
              -
              
              
              6,000
              
              
              -
              
              
              9,500Mineral
                  property acquisition (note 4)
                and
                  exploration expenditures
              
              
              12,261,901
              
              
              -
              
              
              14,923,375
              
              
              -
              
              
              16,058,139Stock
                  based compensation
              
              
              695,666
              
              
              -
              
              
              1,182,155
              
              
              -
              
              
              1,182,155Total
                  operating expenses
              
              
              13,442,976
              
              
              87,336
              
              
              16,934,165
              
              
              125,523
              
              
              18,494,954Other
                  income
              
              
              (48,870)
              
              
              -
              
              
              (52,423)
              
              
              (763)
              
              
              (52,422)Loss
                  from continuing operations
              
              
              (13,394,106)
              
              
              -
              
              
              (16,881,742)
              
              
              -
              
              
              (18,442,532)Income
                  (loss) from discontinued operations
              
              
              -
              
              
              (87,336)
              
              
              -
              
              
              (124,760)
              
              
              9,827**NET
                  LOSS FOR THE PERIOD**
              
              
              (13,394,106)
              
              
              (87,336)
              
              
              (16,881,742)
              
              
              (124,760)
              
              
              (18,432,705)**LOSS
                  PER SHARE - BASIC & DILUTED**Loss
                  from continuing operations
              
              
              (0.34)
              
              
              0.00
              
              
              (0.46)
              
              
              0.00Loss
                  from discontinued operations
              
              
              0.00
              
              
              0.00
              
              
              0.00
              
              
              (0.01)NET
                  LOSS
              
              
              (0.34)
              
              
              0.00
              
              
              (0.46)
              
              
              (0.01)**WEIGHTED
                  AVERAGE****NUMBER
                  OF COMMON****SHARES
                  OUTSTANDING**Basic
                  and diluted
              
              
              39,258,915
              
              
              24,000,000
              
              
              36,581,942
              
              
              24,000,000
  
 See
        accompanying Notes to the Financial Statements
  F-2
 Table
            of Contents




**COLOMBIA
        GOLDFIELDS LTD.**
 **(FORMERLY
        SECURE AUTOMATED FILING ENTERPRISES INC.)**
 **(An
        Exploration Stage Company)**
  **INTERIM
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
        (DEFICIENCY)**
 **(UNAUDITED)**
 
 
 
 **From
        Inception (March 25, 2003) to June 30, 2006 :**
 *(expressed
                  in U.S. dollars)*
              
              
              Common
                Shares
              
              
              Stock
                Amount
              
              
              Additional
                Paid-in
                Capital
              
              
              Warrants
              
              
              Share
                  Subscriptions Received
              
              
              Deficit
                Accumulated
                  During
                The
                Exploration
                Stage
              
              
              Total
                Stockholders’
                  Equity
                (Deficiency)#
              
              
              $
              
              
              $
              
              
              $
              
              
              $
              
              
              $
              
              
              $Issue
                  of common stock for cash
                at
                  $0.000125 per share on
                March
                  25, 2003
              
              
              8
              
              
              -
              
              
              1
              
              
              -
              
              
              -
              
              
              -
              
              
              1Issue
                  of common stock for cash
                at
                  $0.000125 per share on
                May
                  5, 2003
              
              
              16,000,000
              
              
              160
              
              
              1,840
              
              
              -
              
              
              -
              
              
              -
              
              
              2,000Repurchase
                  of common stock for cash at $0.000125 per share on October 31,
                  2003
              
              
              (8,000,008)
              
              
              (80)
              
              
              (920)
              
              
              
              
              
              -
              
              
              -
              
              
              (1,000)Donated
                  Capital
              
              
              -
              
              
              -
              
              
              35,200
              
              
              -
              
              
              -
              
              
              -
              
              
              35,200Net
                  loss for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (36,399)
              
              
              (36,399)Balance,
                  December 31, 2003
              
              
              8,000,000
              
              
              80
              
              
              36,121
              
              
              -
              
              
              -
              
              
              (36,399)
              
              
              (198)Issue
                  of common stock for
                cash
                  at $0.00625 per share
                on
                  December 20, 2004
              
              
              16,000,000
              
              
              160
              
              
              99,840
              
              
              -
              
              
              -
              
              
              -
              
              
              100,000Donated
                  Capital
              
              
              -
              
              
              -
              
              
              19,200
              
              
              -
              
              
              -
              
              
              -
              
              
              19,200Net
                  loss for the year
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (23,094)
              
              
              (23,094)Balance,
                  December 31, 2004
              
              
              24,000,000
              
              
              240
              
              
              155,161
              
              
              -
              
              
              -
              
              
              (59,493)
              
              
              95,908Issue
                  of common stock for
                Mineral
                  concessions at $0.25 per share on September 22, 2005
              
              
              1,000,000
              
              
              10
              
              
              249,990
              
              
              -
              
              
              -
              
              
              -
              
              
              250,000Issue
                  of 4,221,000 common stock for cash at $0.25 per share and 368,100
                  common
                  stock for finder fee on October 14, 2005
              
              
              4,589,100
              
              
              46
              
              
              712,204
              
              
              343,000
              
              
              -
              
              
              -
              
              
              1,055,250Forgiveness
                  of advances from a related party
              
              
              
              
              
              
              
              
              4,999
              
              
              -
              
              
              -
              
              
              -
              
              
              4,999Share
                  Subscriptions Received
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,767,650
              
              
              -
              
              
              1,767,650Net
                  loss for the year
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,491,470)
              
              
              (1,491,470)Balance,
                  December 31, 2005
              
              
              29,589,100
              
              
              296
              
              
              1,122,354
              
              
              343,000
              
              
              1,767,650
              
              
              (1,550,963)
              
              
              1,682,337
 
  **See
        accompanying Notes to the Financial Statements**




F-3
 Table
          of Contents


**COLOMBIA
        GOLDFIELDS LTD.**
 **(FORMERLY
        SECURE AUTOMATED FILING ENTERPRISES INC.)**
 **(An
        Exploration Stage Company)**
 
 
 **INTERIM
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
        (DEFICIENCY)**
 **(UNAUDITED)**
 
  **From
        Inception (March 25, 2003) to June 30, 2006 (cont’):**
 *(expressed
                  in U.S. dollars)*
              Common
                Shares
              Stock
                Amount
              Additional
                Paid-in
                Capital
              Warrants
              Share
                  Subscriptions Received
              Deficit
                Accumulated
                  During
                The
                Exploration
                Stage
              Total
                Stockholders’
                  Equity
                (Deficiency)Balance,
                  December 31, 2005
              29,589,100
              296
              1,122,354
              343,000
              1,767,650
              (1,550,963)
              1,682,337
 Issue
                  of common stock for cash at $0.60 per share on January 24, 2006,
                  net of
                  $187,565 finders fee
              3,126,083
              31
              1,688,054
              -
              (1,767,650)
              -
              (79,565)
 Issue
                  of common stock forMineral
                  concessions at $1.90 per share on February 14, 2006
              1,000,000
              10
              1,899,990
              -
              -
              -
              1,900,000
 Issue
                  of common stock for
                  Mineral concession at$2.25
                  per share purchaseon
                  April 10, 2006
              1,000,000
              10
              2,249,990
              -
              -
              -
              2,250,000Issue
                  of common stockfor
                  cash at $1.50 per unit less finders fee of $585,060 onApril
                  26, 2006
              6,500,666
              65
              6,416,112
              2,749,762
              -
              -
              9,165,939Issue
                  of common stock forMineral
                  concessions of $2.74 per
                  share purchase on
                April
                  28, 2006
              2,000,000
              20
              5,479,980
              -
              -
              -
              5,480,000Stock
                  based compensation
              -
              -
              1,182,155
              **-**
              **-**
              **-**
              1,182,155Net
                  loss for the period
              **-**
              **-**
              -
              **-**
              -
              (16,881,742)
              (16,881,742)Balance
                  June 30, 2006
              43,215,849
              432
              20,038,635
              3,092,762
              -
              (18,432,705)
              4,699,124
 
 
 **See
        accompanying Notes to the Financial Statements**
  F-4
 Table
            of Contents


**COLOMBIA
        GOLDFIELDS LTD.**
 **(FORMERLY
        SECURE AUTOMATED FILING ENTERPRISES INC.)**
 **(An
        Exploration Stage Company)**
 
 **INTERIM
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 
  *(expressed
                  in U.S. dollars)*
              
              **Six**
                        **months**
                        **ended**
                        **June
                          30,**
                        **2006**
              
              
              **Six**
                            **months**
                            **ended**
                            **June
                              30,**
                            **2006**
              
              **Cumulative**
                              **From**
                              **Inception**
                              **(March
                                25, 2003)**
                              **Through**
                              **June
                                30,**
                              **2006****OPERATING
                  ACTIVITIES:**
              
              $
              
              
              $
              
              **$**Loss
                  from operations
              
              (16,881,742)
              
              
              (124,760)
              
              (18,432,705)Items
                  not requiring cash outlay:-
                  Consulting fees
              
              -
              
              
              -
              
              52,400-
                  Website design and software development
              
              -
              
              
              -
              
              2,000-
                  Amortization of equipment
              
              11,635
              
              
              67
              
              11,970-
                  Amortization of website development cost
              
              6,000
              
              
              -
              
              9,500-
                  Mineral property acquisition
              
              9,630,000
              
              
              -
              
              9,880,000-
                  Stock based compensation
              
              1,182,155
              
              
              -
              
              1,182,155Changes
                  in operating assets and liabilities-
                  Accounts receivable
              
              (61,843)
              
              
              910
              
              (61,843)-
                  Prepaid expenses and deposit
              
              (16,222)
              
              
              (10,000)
              
              (38,776)-
                  Exploration expenditure advances
              
              56,078
              
              
              -
              
              (102,124)-
                  Accounts payable and accrued liabilities
              
              2,319,674
              
              
              29,358
              
              2,402,678-
                  Due to a related parties
              
              -
              
              
              5,250
              
              4,999Net
                  cash (used in) operating activities
              
              (3,754,265)
              
              
              (99,175)
              
              (5,089,746)**FINANCING
                  ACTIVITIES:**Issuance
                  of securities, net of finder fees
              
              9,086,374
              
              
              -
              
              10,242,625Proceeds
                  of share subscription received
              
              -
              
              
              -
              
              1,767,650Net
                  cash provided by financing activities
              
              9,086,374
              
              
              -
              
              
              12,010,275**INVESTING
                  ACTIVITIES:**Purchase
                  of equipment
              
              (154,396)
              
              
              (1,780)
              
              
              (156,176)Purchase
                  of website
              
              (15,000)
              
              
              -
              
              
              (36,000)Net
                  cash (used in) investing activities
              
              (169,396)
              
              
              (1,780)
              
              
              (192,176)**INCREASE
                  (DECREASE) IN CASH**
              
              5,162,713
              
              
              (100,955)
              
              
              6,728,353**CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD**
              
              1,565,640
              
              
              104,685
              
              
              -**CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD**
              
              6,728,353
              
              
              3,730
              
              
              6,728,353**SUPPLEMENTAL
                  CASH FLOWS INFORMATION**Interest
                  expense
              
              -
              
              
              -
              
              
              -Taxes
              
              -
              
              
              -
              
              
              -
  
 **See
        accompanying Notes to the Financial Statements**
  F-5
 Table
            of Contents


**COLOMBIA
        GOLDFIELDS LTD.**
 **(FORMERLY
        SECURE AUTOMATED FILING ENTERPRISES INC.)**
 **(An
        Exploration Stage Company)**
 
 **NOTES
        TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2006**
 
  **NOTE
        1 - GOING CONCERN AND NATURE OF OPERATIONS**
  The
        Company was incorporated under the laws of the State of Nevada, U.S.A., on
        March
        25, 2003. The Company changed its name from Secure Automated Enterprises,
        Inc.
        to Colombia Goldfields Ltd. on May 13, 2005. The Company changed its operational
        focus from providing electronic filings services for public access document
        submissions to the U.S. Securities Exchange Commission, to acquisition of,
        exploration for and development of mineral properties. The Company is currently
        in the exploration stage.
  In
        the
        first quarter of 2005, the Company discontinued its electronic filings services
        operations and its income and expense relating to its operations have been
        classified as discontinued operations in the Statements of Operations for
        all
        comparative periods.
  The
        Company has incurred a net loss of $18,432,705
        for the
        period from inception on March 25, 2003 to June 30, 2006 and has no source
        of
        operating revenue. Based upon the current financial condition of the Company,
        management anticipates that the current cash on hand is insufficient to
        implement the business plan through the end of the fiscal year. The Company’s
        future is dependent upon its ability to obtain financing and upon future
        acquisition, exploration and development of profitable operations from its
        mineral properties. These conditions raise substantial doubt about the Company’s
        ability to continue as a going concern. Although there are no assurances
        that
        management’s plans will be realized, management believes that the Company will
        be able to continue operations in the future. Management intends to continue
        relying upon the issuance of securities to finance the development of its
        business. There can be no assurance that it will be successful in raising
        the
        funds necessary to maintain operations, or that a self-supporting level of
        operations will ever be achieved. If the Company is unable to secure additional
        funding, the implementation of the business plan will be impaired and the
        Company may lose its option to purchase certain mining and mineral rights.
        The
        financial statements do not include any adjustment to reflect the possible
        future effect on the recoverability and classification of the assets or the
        amounts and classification of liabilities that may result should the Company
        cease to continue as a going concern.
  **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **Basis
        of presentation**
 
 The
        accompanying unaudited interim consolidated financial statements have been
        prepared in accordance with the accounting principles generally accepted
        in the
        United States for interim financial information and with the instructions
        to
        Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include
        all of the information and footnotes required by accounting principles generally
        accepted in the United States for complete financial statements. In the opinion
        of management, all adjustments (consisting of normal recurring accruals)
        considered necessary for a fair presentation have been included. Operating
        results for the six month period ended June 30, 2006 are not necessarily
        indicative of the results that may be expected for the year ended
        December 31, 2006.
 
 The
        consolidated balance sheet at December 31, 2005 has been derived from the
        audited financial statements at that date but does not include all of the
        information and footnotes required by accounting principles generally accepted
        in the United States for complete financial statements. For further information,
        refer to the financial statements and footnotes thereto included in the
        Company’s annual report on Form 10-KSB for the year ended December 31,
        2005.
  F-6
 Table
            of Contents
  **COLOMBIA
        GOLDFIELDS LTD.**
 **(FORMERLY
        SECURE AUTOMATED FILING ENTERPRISES INC.)**
 **(An
        Exploration Stage Company)**
 
 **NOTES
        TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2006**
 
 
 **Consolidation**
 
 Entities
        which are controlled by the Company, either directly or indirectly, are
        consolidated. Control is established by the Company’s ability to determine
        strategic, operating, investing and financing policies without the co-operation
        of others. The Company analyses its level of ownership, voting rights and
        representation on the board of directors in determining if control exists
        by any
        one, or a combination of these factors.
 
 These
        consolidated financial statements include the accounts of (i) Colombia
        Goldfields Ltd., a Nevada corporation (ii) The Company’s 50% interest in RNC
        (Colombia) Limited, a Belize corporation and its 94.99% owned subsidiary
        -
        Compania Minera De Caldas, S.A., a Colombia corporation. All
        significant inter-company transactions and balances have been eliminated
        upon
        consolidation.
 
 In
        accordance with Interpretation No. 46R, *Consolidation
        of Variable Interest Entities* (“FIN 46R”),
        variable interest entities (VIEs) are generally entities that lack sufficient
        equity to finance their activities without additional financial support from
        other parties or whose equity holders lack adequate decision making ability.
        All
        VIEs with which the Company is involved must be evaluated to determine the
        primary beneficiary of the risks and rewards of the VIE. The primary beneficiary
        is required to consolidate the VIE for financial reporting purposes.
  Up
        until
        April 28, 2006 and in connection with the adoption of FIN 46R, the Company
        concluded that RNC (Colombia) Limited and its 94.99% owned subsidiary, Compania
        Minera De Caldas, S.A., are VIEs
        since the Company provide the principal financial support to these entities
        and
        uses the primary beneficiary. Under FIN 46R transition rules, the financial
        statements of RNC (Colombia) Limited and Compania
        Minera De Caldas, S.A. have
        been conceded VIEs and the Company’s 25% interest had been included within the
        Company’s consolidated financial statements for the period January 12, 2006 to
        April 30, 2006.
 
 In
        connection with the Company’s April 28, 2006 acquisition of an additional 25% of
        RNC (Colombia) (total ownership of 50% of RNC (Colombia)), the Company also
        received rights to nominate three of the four members of RNC’s board of
        directors. As such, the Company has determined that control over RNC (Colombia)
        exists as of May 1, 2006, and these financial statements reflect the
        consolidation of the Company’s 50% interest thereafter. Since the
        non-controlling shareholder of RNC has no obligation to contribute any
        additional capital, the non-controlling interest related to RNC in the
        consolidated statement of operations and in the consolidated balance sheet
        was
        zero.
 
 **NOTE
        3 - MINERAL PROPERTIES AND EXPLORATION RIGHTS**
 
 The
        Company has determined that its exploratory mining operations, being Caramanta
        and Marmato properties, are a single reportable segment, due to the nature
        of
        the Company’s business and the geographic location of its mineral interests.
 
 Title
        on
        mineral properties and mining and exploration rights involves certain inherent
        risks due to the difficulties of determining the validity of certain claims
        as
        well as the potential for problems arising for the frequently ambiguous
        conveyance history characteristic of many mining properties. Currently, the
        Company is in the process of investigating the title of mineral concessions
        for
        which it holds the options to acquire. Therefore, the Company cannot give
        any
        assurance that title to such properties will not be challenged or impugned
        and
        cannot be certain that the Company will have valid title to its mining
        properties. The Company relies on title opinions by legal counsel who base
        such
        opinions on the laws of countries in which the Company operates.
 
 (i)
        Caramanta Project - concessions 6602, 1343 and 6329
 
 On
        September 22, 2005, the Company entered into an Assignment Agreement with
        Investcol Limited (Investcol) where Investcol assigned, transferred, and
        conveyed to the Company all of its rights under a contract for Purchase Option
        of Mining Concessions (“Original Option Contract”) entered into with Cia
        Servicios Y Logisticos Ltda. As the result of the Assignment Agreement, the
        Company acquired an option to purchase certain mining, mineral and exploration
        rights on property known as Concession 6602, 1343 and 6329 located in Caramanta
        Municipality, Antioquia Department, Medellin, Colombia for $10,000, on condition
        that $2,990,000 is invested in exploratory work on the property over a three
        year period. The Company issued 1,000,000 common stock to Investcol at a
        deemed
        fair market value $ 0.25 per share for total consideration of $
        250,000.
  F-7
 Table
            of Contents
 
 **COLOMBIA
        GOLDFIELDS LTD.**
 **(FORMERLY
        SECURE AUTOMATED FILING ENTERPRISES INC.)**
 **(An
        Exploration Stage Company)**
 
 **NOTES
        TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2006**
 
 
 Pursuant
        to the Assignment Agreement, the Company is committed to fund the $2,990,000
        exploratory work as follows:
 
 a)
            $500,000
                (advanced) upon the closing of the Assignment
                Agreement b)
            $750,000
                during the 12 month period commencing June 25, 2006; and on the earlier
                of
                June, 2006 or commencement of the second exploration phase, one million
                restricted shares of the Company’s common shares, to June 30, 2006,
                $350,000 have been advanced in respect to this second year
                commitment. c)
            $1,740,000
                during the 12-month period commencing June 25,
                2007. 
 In
        addition, the Company agreed to pay Investcol $7,500 per month as an office
        fee
        through July 31, 2006.
 
 (ii)
        Caramanta Project - 6993,7039,6821 and 6770 and HET 31, 32, 26 and HETG
        01
 
 On
        February 16, 2006 the Company entered into a Letter of Intent (“LOI”) with
        Investcol to acquire Investcol’s rights in a Contract for Purchase (“Purchase
        Contract”) entered into with Cia Servicios y Logisticos Ltda. The LOI outlined a
        proposed transaction where the Company intended to acquire Investcol’s rights in
        certain mining contracts to exclusively engage in mining activities on
        concessions 6993, 7039, 6821 and 6770 (the “Contracts”) and options that
        Investcol holds to acquire the exclusive rights to engage in mining activities
        on concessions HET 31, 32, 26, 27 and HETG 01 (the “Options”) all located within
        an area in Colombia referred to as the Caramanta location.
 
 The
        LOI
        was non-binding and subject to final negotiation and the execution of a
        definitive agreement. On April 10, 2006, the Company entered into a definitive
        agreement with Investcol finalizing this transaction (“Assignment Agreement”).
        In consideration for this Assignment Agreement, the Company paid Investcol
        total
        consideration in the amount of $350,000 and issued 1,000,000 restricted shares
        of common stock. Under the terms of the Assignment Agreement, Investcol agreed
        to pay the exercise price of $150,000 on the Options whose titles will remain
        in
        the name of Cia Servicios until the final exploration commitments have been
        made. The final option payments were made prior to July 30, 2006.
 
 The
        Company has no additional obligations under the Assignment Agreement. Provided
        the Company satisfies its exploration work obligations on concessions 6602,
        1343
        and 6329 as described above or completes the same exploratory work on any
        of
        these Contracts or Options, these Options will become exercisable. If not
        exercised, these Options will terminate on November 10, 2008.
 
 (iii)
        Marmato Project
  On
        January 12, 2006, the Company entered into a Stock Purchase Agreement with
        Investcol and RNC (Colombia) Limited (the "Agreement"), whereby the Company
        would (i) acquire twenty-five percent (25%) of the issued and outstanding
        stock
        of RNC (Colombia) Limited, a Belize corporation ("RNC") and (ii) hold an
        option
        to acquire the remaining seventy five percent (75%) of RNC's issued and
        outstanding stock over a period of time. RNC is a subsidiary of Investcol,
        the
        beneficial holder of 94.99% of the issued and outstanding stock of Compania
        Minera De Caldas, S.A. ("Caldas"), and a Colombia corporation that (i) owns
        certain mining, mineral and exploration rights, (ii) has options to acquire
        mining, mineral and exploration rights and (iii) has exclusive rights to
        evaluate certain property, all located in the Zona Alta portion of the Marmato
        project in Colombia.
  F-8
 Table
            of Contents
  **COLOMBIA
        GOLDFIELDS LTD.**
 **(FORMERLY
        SECURE AUTOMATED FILING ENTERPRISES INC.)**
 **(An
        Exploration Stage Company)**
 
 **NOTES
        TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2006**
 
 
 
 Pursuant
        to the Stock Purchase Agreement, the Company has the option to:
 
 a.
            acquire
                25% of the total outstanding shares of RNC by the issuance of 1,000,000
                common shares of the Company to Investcol and the advance to RNC
                of a
                $1,200,000 non-interest bearing loan. (The Company acquired 25% of
                ownership on February 14, 2006) 
 b.
            to
                acquire an additional 25% of RNC (total 50% of RNC) by issuance of
                2,000,000 shares of the Company to Investcol and the advance of an
                additional $4,000,000 non-interest bearing loan to RNC in two instalments
                of $1,000,000 and $3,000,000 on or before March 15, 2006 and April
                30,
                2006, respectively. (On March 10, 2006, the Company entered an extension
                agreement with Investcol to extend the terms to April, 30, 2006,
                and
                completed the transaction on May 1,
                2006). 
 c.
            to
                acquire an additional 25% of RNC (total 75% of RNC) by the issuance
                of
                4,000,000 common shares of the Company to Investcol and the advance
                of an
                additional $15,000,000 non-interest bearing loan to RNC on or before
                October 30, 2006. 
 d.
            have
                the option until May 1, 2009 to acquire the final 25% of RNC for
                a price
                equal to the 25% of the value of Caldas determined by a bankable
                feasibility study prepared by a certified mineral property evaluator,
                or
                other acceptable third party. Payment of the purchase price can be
                made by
                the Company in either cash or the Company’s common shares (which will be
                valued at 90% of the average closing provide of the Company’s common
                shares) 
 On
        February 14, 2006, the Company completed the acquisition of 25% of RNC by
        the
        issuance of 1,000,000 restricted common stock of the Company to Investcol
        and
        the advancement of $1,200,000 by way of a non-interest bearing loan to RNC.
        Total consideration of $1,900,000 related to this common stock issuance was
        recorded as part of mineral property acquisition and exploration
        expenditures.
 
 On
        April
        28, 2006, the Company completed the acquisition of an additional 25% of RNC
        (total 50% of RNC) by the issuance to Investcol Limited of 2,000,000 restricted
        common stock and the advancement of $4,000,000 by way of a non-interest bearing
        demand loan to RNC. Total consideration of $5,480,000 related to this common
        stock issuance was recorded and expensed as part of the mineral property
        acquisition and exploration expenditures.
  **NOTE
        4 - PROPERTY AND EQUIPMENT**
 
 **As
                  at June 30, 2006**
                *(expressed
                  in U.S. dollars)*
              **Cost**
                **$**
              **Accumulated**
                **Amortization**
                **$**
              **Net
                  book**
                **Value**
                **$**Furniture
                  and office equipment
              46,978
              8,485
              38,493Vehicles
              109,198
              3,485
              105,713Total
              156,176
              11,970
              144,206
  **As
                  at December 31, 2005**
                *(expressed
                  in U.S. dollars)*
              **Cost**
                **$**
              **Accumulated**
                **Amortization**
                **$**
              **Net
                  book**
                **Value**
                **$**Office
                  equipment
              1,780
              335
              1,445
  F-9
 Table
            of Contents
 
 **COLOMBIA
        GOLDFIELDS LTD.**
 **(FORMERLY
        SECURE AUTOMATED FILING ENTERPRISES INC.)**
 **(An
        Exploration Stage Company)**
 
 **NOTES
        TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2006**
 
 
 **Mineral
        Property Acquisition and Exploration Expenditures**
 
 The
        Company’s mineral property acquisition and exploration activities consist
        of
 
 I)
            The
                acquisition of mineral concessions: II)
            The
                acquisition of mineral rights from existing titleholders:
                and III)
            The
                exploration of acquired mineral properties and related
                activities 
 Pursuant
        to EITF 04-2, *Whether
        Mineral Rights are Tangible or Intangible Assets* ,
        the
        Company capitalizes acquired mineral concessions rights as Long-Lived assets
        and
        initially reports the aggregate carrying amount of mineral rights as a separate
        component of property and equipment. Pursuant to EITF 04-3, *Mining
        Assets: Impairment and Business Combinations* ,
        and
        SFAS 144, *Accounting
        for the Impairment or Disposal of Long Lived Assets* ,
        as of
        the date of the acquisitions of it’s interests in the Caramanta and Marmato
        properties mineral concessions and rights, the Company had not yet completed
        economic feasibility studies to establish the existence of proven or probable
        reserves for these assets nor had exploration activities advanced sufficiently
        to quantify values beyond proven and probable reserves and therefore, an
        impairment charge was recorded in the Consolidated Statements of Operations.
 
 As
        required by SFAS 144, the Company has recognized in its consolidated financial
        statements impairment charges associated with the aforementioned acquired
        mineral properties and has included such charges within mineral property
        acquisition and exploration expenditures in the Consolidated Statements of
        Operations as follows:
 
 **Three
                  Months Ended June 30, 2006**
              **Six
                  Months Ended**
                **June
                  30, 2006**
              **Cumulative**
                **From
                  Inception**
                **(March
                  25, 2003**
                **through
                  June 30, 2006)**I)
                  Acquisition of
                mineral
                concessions
              $8,080,000
              $9,980,000
              $10,230,000II)
                  Acquisition of
                Mineral
                rights
              3,712,478
              3,966,878
              3,966,878Total
                  acquired
                mineral
                  properties
              11,792,478
              13,946,878
              14,196,878III)
                  Exploration of
                acquired
                  mineral
                properties
              469,423
              976,497
              1,861,261Total
                  mineral
                property
                acquisition
                and
                  exploration
                expenditures
              $12,261,901
              $14,923,375
              $16,058,139
  F-10
 Table
            of Contents
  **COLOMBIA
        GOLDFIELDS LTD.**
 **(FORMERLY
        SECURE AUTOMATED FILING ENTERPRISES INC.)**
 **(An
        Exploration Stage Company)**
 
 **NOTES
        TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2006**
 
 
 **NOTE
        5 - STOCKHOLDERS’ EQUITY**
 
 **Common
        Stock**
 
 Effective
        March 7, 2005, the Company completed an eight shares for one share stock
        split.
        The Company’s share transactions disclosed in these financial statements have
        been retroactively restated to reflect the above stock split.
 
 During
        the years ended December 31, 2004 and 2005, the Company:
 
 a.
            completed
                its initial public offering and issued 16,000,000 common stock at
                a price
                of $0.00625 per share for total proceeds of $100,000. 
 b.
            issued
                1,000,000 restricted common shares valued at an estimated market
                price of
                $0.25 per share, pursuant to an option to acquire a 100% interest
                in
                certain mining and mineral rights on three gold properties known
                as the
                Caramanta concessions in the Marmato Mountain mining district,
                Colombia. 
 c.
            completed
                a private placement and issued 4,221,000 units at a price of $0.25
                per
                share for total proceeds of $1,055,250. Each unit consisted of one
                common
                share and one non-transferable warrant, entitling the holder to acquire
                one additional common share at a price of $0.50, exercisable on or
                before
                October 14, 2006. The Company also issued 368,100 shares as a finders’ fee
                relating to this private offering. The Company has allocated the
                total
                gross proceeds from the offering of $1,055,250 to the various underlying
                equity instruments comprising the equity offering, based on the estimated
                relative fair value of each instrument at the offering date, as
                follows: Common
                  shares
              $
                  46Additional
                  paid in capital
              712,204Common
                  share purchase warrants
              343,000Total
                  gross proceeds from private equity offering
              $1,055,250
 
  During
        the six month period ended June 30, 2006, the Company completed the following
        transactions:
 
 a.
            On
                January 24, 2006, the Company issued 3,126,083 common shares at $0.60
                per
                share for total proceeds of $1,875,650. The Company paid finders
                fees in
                the amount of $187,565. 
 b.
            On
                February 14, 2006, the Company issued 1,000,000 common shares at
                fair
                value of $1.90 per share to Investcol in connection of acquisition
                of 25%
                ownership of RNC (Colombia) Limited (See Note 3 (1) (ii)). 
 c.
            On
                April 10, 2006, the Company issued 1,000,000 common shares at fair
                value
                of $2.25 per share to Investcol to acquire rights in certain properties
                in
                the Caramanta area of Colombia. 
 
 F-11
 Table
            of Contents
  **COLOMBIA
        GOLDFIELDS LTD.**
 **(FORMERLY
        SECURE AUTOMATED FILING ENTERPRISES INC.)**
 **(An
        Exploration Stage Company)**
 
 **NOTES
        TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2006**
 
 
 d.
            On
                April 26, 2006 the Company completed a private equity offering of
                6,500,666 Units at $1.50 per Unit to a total of 26 investors. Each
                Unit
                consists of one (1) share of common stock, par value $0.00001, and
                one (1)
                Warrant (the “Warrant”) to purchase one (1) share of common stock,
                exercisable for twenty-four (24) months from the closing of the offering.
                The exercise price for the Warrant is priced at $2.50. The gross
                proceeds
                we received from this offering were $9,751,000. Assuming that all
                of the
                warrants are exercised by the investors, the gross proceeds received
                from
                the exercise of the Warrants will equal
                $16,251,665. 
 In
        connection with this private equity offering, the Company paid as a commission
        $585,060 and issued warrants to purchase 390,040 shares of our common stock
        with
        each warrant exercisable for a period of thirty-six (36) months from the
        closing
        of the offering at the exercise price of $2.00 per share. Assuming that all
        of
        these warrants are exercised, the Company will receive gross proceeds of
        $780,080.
 
 The
        Company has allocated the total gross proceeds from the offering of $9,751,000
        to the various underlying equity instruments comprising the equity offering,
        based on the estimated relative fair value of each instrument at the offering
        date, as follows:
 
 Common
                  shares
              $
                  65Additional
                  paid in capital
              6,416,122Common
                  share purchase warrants
              2,749,762Total
                  gross proceeds from private equity offering
              $9,165,939
  e.
            On
                April 28, 2006, in connection with the acquisition of the second
                25% of
                RNC(Colombia), the Company issued 2,000,000 common shares at a fair
                value
                of $2.74 to Investcol for deemed proceeds of
                $5,480,000. 
 **Warrants**
 
 As
        at
        June 30, 2006, the following warrants were issued and outstanding:
 
 **#
                  Warrants**
              **Exercise
                  Price**
              **Expiry
                  Date**4,589,100
              $0.50
                  per share
              October
                  14, 20066,500,666
              $2.50
                  per share
              April
                  25, 2008390,040
              $2.00
                  per share
              April
                  25, 200911,479,806
              $1.67
                  per share
 
 Assuming
        all warrants are exercised, the Company would potentially receive
        $18,624,215.
 
 **Stock
        Options**
 
 During
        the period ended June 30, 2006, the Company adopted the 2006 Stock Incentive
        Plan, which provides for the grant of incentive stock options, non-qualified
        stock options, stock appreciation rights, restricted stock, performance shares
        and performance units, and stock awards to officers, directors or employees
        of,
        as well as advisers and consultants to, the Company.
 
 Under
        the
        2006 Stock Incentive Plan, the Company has reserved 3,500,000 shares of common
        stock for the granting of options and rights. All stock options and rights
        are
        to vest over a period determined by the Board of Directors and expire not
        more
        than ten years from the date of granted.
  F-12
 Table
            of Contents
  **COLOMBIA
        GOLDFIELDS LTD.**
 **(FORMERLY
        SECURE AUTOMATED FILING ENTERPRISES INC.)**
 **(An
        Exploration Stage Company)**
 
 **NOTES
        TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2006**
 
 
 Pursuant
        to the Plan, the Company granted 1,750,000, 500,000 and 100,000 stock options
        to
        employees, directors and consultants of the Company with exercise prices
        of
        $0.75, $1.65 and $1.90 per share, respectively. These stock options vest
        at a
        rate of 25% every six months over a period of two years, and expire over
        a life
        of 10 years. For the sixth month period ended June 30, 2006, the Company
        recorded a total of $1,182,155 (for the three month period ended June 30,
        2006 -
        $695,666) for stock based compensation expenses. The
        Company has incurred $2,681,061 in stock-based compensation costs for historical
        stock option awards through June 30, 2006.  In respect of these awards,
        $1,182,155 has been recognized to date in the consolidated statements of
        operations as stock based compensation expense and an additional $1,498,903
        is
        expected to be recognized in respect of these awards in future periods
        through fiscal 2008.
 
 A
        summary
        of the stock options granted and exercised is as follows.
 
 *(expressed
                  in U.S. dollars)*
              Shares
              
              Weighted
                  Average
                ExercisePriceOptions
                  outstanding at December 31, 2005
              -
              
              $
              -Granted
              2,350,000
              
              
              0.99Options
                  outstanding at June 30, 2006
              2,350,000
              
              $
              0.99
 
 The
        fair
        value of each option granted has been estimated as of the date of the grant
        using the Black-Scholes option pricing model with the following assumptions:
        risk-interest rate of 4.45%, dividend yield 0%, a historic volatility of
        63.72%
        10 years, equal to the full life of the options as the Company does not expect
        any options to be exercised early. A summary of weighted average fair value
        of
        stock options granted during the period end June 30, 2006 is as
        follows:
 
 *(expressed
                  in U.S. dollars)*
              Weighted
                  Average
                Exercise
                Price
              
              Weighted
                  Average
                Fair
                ValueExercise
                  price is below market price at grant date:
              $
              0.81
              
              $
              1.11Exercise
                  price is equal to or greater than market price at grant
                  date:
              $
              1.65
              
              $
              1.24
 
 A
        summary
        of stock options outstanding and exercisable is as follows:
 
 Range
                  of
                Exercise
                Prices
              Number
                Outstanding
              
              Weighted
                Average
                Remaining
                Contractual
                Life
                  (yr)
              
              
              Weighted
                Average
                Exercise
                Price$0.01
                  - $1.00
              1,750,000
              
              9.77
              
              $
              0.75$1.01
                  - $2.00
              600,000
              
              9.97
              
              $
              1.692,350,000
              
              9.82
              
              $
              0.99
 
 No
        options were exercisable as at June 30, 2006, and no options have expired
        or
        have been forfeited during the six month period ending June 30,
        2006.
  F-13
 Table
            of Contents
  **COLOMBIA
        GOLDFIELDS LTD.**
 **(FORMERLY
        SECURE AUTOMATED FILING ENTERPRISES INC.)**
 **(An
        Exploration Stage Company)**
 
 **NOTES
        TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2006**
 
 
 **NOTE
        6 - RELATED PARTY TRANSACTIONS**
 
 During
        the six month period ended June 30, 2006 the Company:
 
 a.
            paid
                $270,750 (2005: $nil) for management and consulting fees to directors,
                senior officers and shareholders of the
                Company. 
 b.
            paid
                $10,256 (2005: $nil) for office rent to a company related to a director
                of
                the Company. 
 Amounts
        due to a related party are non-secured, non-interest bearing and have no
        stated
        terms of repayment.
 
 **NOTE
        7 - COMMITMENTS**
 
 See
        Note
        3 (1)
 
 **NOTE
        8 - RECLASSIFICATIONS**
 
 Certain
        prior period amounts have been reclassified to conform to the current period
        presentation.




F-13
 Table
          of Contents




**Item
      2.     Management’s Discussion and Analysis**





**Forward-Looking
      Statements**





Certain
      statements, other than purely historical information, including estimates,
      projections, statements relating to our business plans, objectives, and expected
      operating results, and the assumptions upon which those statements are based,
      are “forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
      and Section 21E of the Securities Exchange Act of 1934. These
      forward-looking statements generally are identified by the words “believes,”
“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”
“may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and
      similar expressions. We
      intend
      such forward-looking statements to be covered by the safe-harbor provisions
      for
      forward-looking statements contained in the Private Securities Litigation Reform
      Act of 1995, and are including this statement for purposes of complying with
      those safe-harbor provisions. Forward-looking
      statements are based on current expectations and assumptions that are subject
      to
      risks and uncertainties which may cause actual results to differ materially
      from
      the forward-looking statements. Our
      ability to predict results or the actual effect of future plans or strategies
      is
      inherently uncertain. Factors which could have a material adverse affect on
      our
      operations and future prospects on a consolidated basis include, but are not
      limited to: changes in economic conditions, legislative/regulatory changes,
      availability of capital, interest rates, competition, and generally accepted
      accounting principles. These risks and uncertainties should also be considered
      in evaluating forward-looking statements and undue reliance should not be placed
      on such statements. We
      undertake no obligation to update or revise publicly any forward-looking
      statements, whether as a result of new information, future events or otherwise. Further
      information concerning our business, including additional factors that could
      materially affect our financial results, is included herein and in our other
      filings with the SEC.





**Overview**





Our
      current focus is on the acquisition and development of our interests in mining
      properties located in the Marmato Mountain Gold District located in Colombia.
      The disclosure that follows is a discussion of each of the properties that
      we
      have an interest in. We are an exploration stage company and there is no
      assurance that commercially exploitable reserves of gold exist on any of our
      property interests. In the event that commercially exploitable reserves of
      gold
      exist on any of our property interests, we cannot guarantee that we will make
      a
      profit. If we cannot acquire or locate gold deposits, or if it is not economical
      to recover the gold deposits, our business and operations will be materially
      adversely affected.




Disputes
      over land ownership are common, especially in the context of resource
      developments. Identifying all the affected landowners or related stakeholders,
      and structuring compensation arrangements that are both fair and acceptable
      to
      all of them, is often extremely difficult. We believe that the satisfactory
      resolution of any local landowner or related stakeholder concerns is essential
      to the eventual development and operation of modern gold mines in the Marmato
      and Caramanta projects. The failure to adequately address any such landowner
      or
      related stakeholder issues will disrupt our plans. Although we will spend
      considerable time, effort and expense in an attempt to resolve any landowner
      or
      related stakeholder issues associated with our planned operations, no assurance
      can be given that disruptions arising out of landowner or related stakeholder
      dissatisfaction will not occur. In addition, we cannot give any assurance that
      title to


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any
      of
      our property interests will not be challenged or impugned and cannot be certain
      that we will have or acquire valid title to these mining
      properties.




**Marmato
      Mountain Development Project**





*Acquisition
      of an interest in RNC (Colombia) Limited*





On
      January 12, 2006, we entered into a Stock Purchase Agreement with Investcol
      Limited ("Investcol") and RNC (Colombia) Limited (the "Agreement"), whereby
      we
      would (i) acquire twenty-five percent (25%) of the issued and outstanding stock
      of RNC (Colombia) Limited, a Belize corporation ("RNC") and (ii) hold an option
      to acquire the remaining seventy five percent (75%) of RNC's issued and
      outstanding stock over a period of time. RNC is a subsidiary of Investcol that
      is the beneficial holder of 94.99% of the issued and outstanding stock of
      Compania Minera de Caldas S.A. ("Caldas"), a Colombia corporation that (i)
      owns
      certain mining rights, (ii) has options to acquire mining rights and (iii)
      has
      exclusive rights to evaluate certain properties, all located in the Zona Alta
      portion of the Marmato project in Colombia. The closing of this transaction
      was
      subject to the completion of certain schedules to the Agreement to our
      satisfaction and compliance with certain closing conditions. These conditions
      were satisfied and the Agreement closed on February 14, 2006.





Under
      the
      terms of the Agreement, we acquired a 25% interest in RNC in consideration
      for
      the issuance of 1,000,000 shares of our common stock to Investcol and a
      $1,200,000 non-interest bearing demand loan which has been advanced in full.





On
      April
      28, 2006, we exercised our option to acquire an additional 25% of RNC’s issued
      and outstanding common stock, resulting in us owning 50% of RNC’s issued and
      outstanding common stock. In consideration for the acquisition of the additional
      25% interest in RNC, we issued to Investcol 2,000,000 shares of our common
      stock
      and issued a $4,000,000 non-interest bearing demand loan to RNC.





We
      have
      the option to acquire an additional 25% interest in RNC, resulting in us owning
      75% of RNC, in consideration for the issuance of 4,000,000 shares of our common
      stock to Investcol and a $15,000,000 non-interest bearing demand loan to RNC
      on
      or before October 30, 2006





We
      have
      the option to acquire the remaining 25% interest in RNC until May 1, 2009,
      resulting in us owning 100% of RNC, in consideration for a purchase price equal
      to 25% of the value of Caldas as determined by a full feasibility study. The
      purchase price is payable in either cash or shares of our common
      stock.





Our
      business plan is to complete the acquisition of the remaining 50% equity
      interest in RNC which will require additional funds of at least approximately
      $15,000,000 over the next 8 months, in addition to the issuance of 4 million
      additional shares of our common stock to purchase the additional 50% ownership
      of RNC. The final 25% interest can be purchased by us at a price to be
      determined by a full feasibility study we plan to complete. There can be no
      assurance that we will be successful in securing sufficient financing to
      continue to acquire more than our fifty percent equity interest in RNC. Caldas,
      RNC’s wholly-owned subsidiary, is continuing to increase its ownership interest
      in certain mining rights in the Zona Alta portion of the Marmato project with
      the goal of consolidating all of its mining interests into a single mining
      license.


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During
      the reporting period, there was preliminary exploration activities conducted
      on
      our property interests in the Marmato Mountain Development Project which
      included underground mapping and sampling. We have not received any results
      at
      the present time based upon these exploration activities.





**Caramanta
      Exploration Projects**





*Concessions
      6602, 1343, and 6329*




On
      September 22, 2005, we entered into an Assignment Agreement with Investcol
      Limited (“Investcol”), a corporation organized and existing under the laws of
      Belize, where Investcol assigned, transferred, and conveyed to us all of its
      rights under a Contract for Purchase Option of Mining Concessions (“Original
      Option Contract”) entered into with CIA Servicios Y Logisticos Ltda., a
      corporation organized and existing under the laws of Colombia. As a result
      of
      the Assignment Agreement with Investcol, we acquired an option to purchase
      certain mining and mineral rights on property known as Concession 6602, 1343,
      and 6329 located in Caramanta Municipality, Antioquia Department, Medellin,
      Colombia (the “Property”) for $10,000, on condition that $2,990,000 is invested
      in exploratory work on the Property over a three year period. Our option on
      this
      property is currently unexercised. In consideration for this assignment, we
      issued to Investcol one million (1,000,000) restricted shares of our common
      stock. We also agreed to pay Investcol fees for the management, exploration,
      and
      development of the Property over the three year period to satisfy our
      exploratory work obligations under the Original Option Contract as
      follows:





(a)
            five
                hundred thousand dollars ($500,000), which has been paid in
                full;





(b)
            seven
                hundred fifty thousand dollars ($750,000) during the 12 month period
                of
                the Assignment Agreement commencing June 25, 2006, and, on the earlier
                of
                June 2006 or commencement of the second exploration phase, one
                million restricted shares of our common stock;
                and





(c)
            one
                million seven hundred and forty thousand dollars ($1,740,000) during
                the
                12 month period of the Assignment Agreement, commencing June 25,
                2007.





In
      addition, we agreed to pay Investcol $7,500 per month as an office fee through
      July 31, 2006.





*Concessions
      6993, 7039, 6821, and 6770 and HET-31, 32, 26, 27, and
      HETG-01*





On
      February 16, 2006, we entered into a Letter of Intent (“LOI”) with Investcol
      Limited, a corporation incorporated under the laws of Belize (“Investcol”), to
      acquire Investcol’s rights in a Contract for Purchase (“Purchase Contract”)
      entered into with CIA Servicios Y Logisticos Ltda. The LOI outlined a proposed
      transaction where we intended to acquire Investcol’s rights in certain mining
      contracts to exclusively engage in mining activities on Concessions 6993, 7039,
      6821, and 6770 (the “Contracts”) and options that Investcol holds to acquire the
      exclusive rights to engage in mining activities on Concessions HET-31, 32,
      26,
      27, and HETG-01 (the “Options”) all located within an area in Colombia referred
      to as the Caramanta location.





The
      LOI
      was non-binding and subject to final negotiation and the execution of a
      definitive agreement. On April 10, 2006, we entered into a definitive agreement
      with Investcol finalizing


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this
      transaction (“Assignment Agreement”). In consideration for this Assignment
      Agreement, we paid Investcol total consideration in the amount of $350,000
      and
      issued 1,000,000 restricted shares of our common stock. Under the terms of
      the
      Assignment Agreement, Investcol paid the exercise price of $150,000 on the
      Options and the titles will remain in the name of Cia Servicios until the final
      exploration commitments have been made.





We
      have
      no additional obligations under the Assignment Agreement. Provided we satisfy
      our exploratory work obligations on Concessions 6602, 1343, and 6329 as
      described above or complete the same exploratory work on any of these Contracts
      or Options, these Options will become exercisable. If not exercised, these
      Options will terminate of November 10, 2008.





During
      the reporting period, there was preliminary exploration activities conducted
      on
      the Options in the Caramanta Exploration Project which included surface
      geological mapping and sampling. We have not received any results at the present
      time based upon these exploration activities.





**Results
      of Operations for the three and six months ended June 30, 2006 and
      2005**





We
      generated interest income of $48,870 for the three months ended June 30, 2006
      and $52,423 for the six months ended June 30, 2006, but did not generate any
      revenue during the reporting period from our current mining operations. Our
      current operations are focused on the acquisition and development of our
      interests in mining properties located in the Marmato Mountain Gold District
      located in Colombia. We do not anticipate earning any revenues from operations
      until such time that commercial production commences on the mining properties
      for which we currently hold an interest or may acquire an interest in the
      future. We are presently in the exploration stage of our business and we can
      provide no assurance that we will discover commercially exploitable levels
      of
      mineral resources on our property interests, or if such resources are
      discovered, that we will enter into commercial production. In addition, numerous
      regulatory, practical, legal and other obstacles could adversely affect our
      ability to achieve profitable operations.





We
      did
      not generate any revenue during the three months ended June 30, 2005. During
      the
      six months ended June 30, 2005, we generated $763 from our prior business plan
      which was discontinued in the first quarter of 2005 to pursue the acquisition
      and development of mining properties located in the Marmato Mountain Gold
      District located in Colombia.





We
      incurred operating expenses of $13,442,976 for the three month period ended
      June
      30, 2006, compared to operating costs and expenses of $87,336 for the same
      three
      month period in the prior year. We incurred operating expenses of $16,934,165
      for the six month period ended June 30, 2006, compared to operating costs and
      expenses of $125,523 for the six months ended June 30, 2005. The increase in
      our
      operating expenses for the three and six months ended June 30, 2006 when
      compared to the same reporting period in the prior year is attributable to
      expenditures relating to mineral property acquisitions under our new business
      plan and stock based compensation. Our expenses for the three months ended
      June
      30, 2006 consisted primarily of mineral property acquisition and exploration
      expenditures in the amount of $12,261,901, stock based compensation of $695,666,
      and general and administrative expenses in the amount of $473,218. Our expenses
      for the six months ended June 30, 2006 consisted primarily of mineral property
      acquisition and exploration expenditures in the amount of $14,923,375, stock
      based


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compensation
      of $1,182,155, and general and administrative expenses in the amount of
      $811,000.





We
      incurred a net loss of $13,394,106 in the three months ended June 30, 2006,
      as
      compared to a net loss of $87,336 in the three months ended June 30, 2005.
      We
      incurred a net loss of $16,881,742 in the six months ended June 30, 2006, as
      compared to a net loss of $124,760 in the six months ended June 30, 2005. The
      increase in our net loss is attributable to increased expenditures relating
      to
      mineral property acquisitions under our new business plan.





**Liquidity
      and Capital Resources**





As
      of
      June 30, 2006, we had current assets of $6,931,096 and current liabilities
      of
      $2,402,678. As a result, we had working capital of $4,528,418.





Operating
      activities used $3,754,265 in cash for the six months ended June 30, 2006.
      Our
      net loss of $16,881,742 was the primary component of our negative operating
      cash
      flow. Investing activities during the six months ended June 30, 2006 consisted
      of website development costs of $15,000 and the purchase of equipment in the
      amount of $154,396. Cash flows generated from financing activities during the
      six months ended June 30, 2006 consisted of $9,086,374 related to the issuance
      of common stock, net of finder’s fee.





We
      primarily relied on equity capital to fund our operations during the six months
      ended June 30, 2006. During the reporting period, we sold securities to
      accredited investors. On April 26, 2006, we completed a private equity offering
      of 6,500,666 Units at $1.50 per Unit to a total of 26 investors.  Each Unit
      consisted of one (1) share of common stock, par value $0.00001, and one (1)
      Warrant (the “ Warrant”) to purchase one (1) share of common stock, exercisable
      for twenty-four (24) months from the closing of the offering.  As a result,
      we issued a total of 6,500,666 shares of common stock and warrants to purchase
      6,500,666 shares of our common stock in connection with this private equity
      offering. The exercise price for the Warrant is priced at $2.50.  The gross
      proceeds we received from this offering was $9,751,000





Based
      upon the current financial condition of the company, our management anticipates
      that the current cash on hand is insufficient for us to operate our business
      through the end of the fiscal year. We intend to fund operations through debt
      and/or equity financing arrangements, which may be insufficient to fund our
      expenditures or other cash requirements for the year ending December 31, 2006.
      We plan to seek additional financing in a private equity offering to secure
      funding for our operations. There can be no assurance that we will be successful
      in raising additional funding. If we are not able to secure additional funding,
      the implementation of our business plan will be impaired and we may lose our
      option to purchase certain mining and mineral rights. There can be no assurance
      that such additional financing will be available to us on acceptable terms
      or at
      all.




**Off
      Balance Sheet Arrangements**





As
      of
      June 30, 2006, there were no off balance sheet arrangements.





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**Going
      Concern**




We
      have
      incurred a net loss of $18,432,705 for the period from inception on March 25,
      2003 to June 30, 2006 and have no current source of revenue. Our future is
      dependent upon our ability to obtain financing and upon future acquisition,
      exploration and development of profitable operations from our mineral
      properties. These conditions raise substantial doubt about our ability to
      continue as a going concern. Although there are no assurances that management’s
      plans will be realized, management believes that we will be able to continue
      operations in the future. Management intends to continue relying upon the
      issuance of securities to finance the development of our business. There can
      be
      no assurance that we will be successful in raising the funds necessary to
      maintain operations, or that a self-supporting level of operations will ever
      be
      achieved. The financial statements do not include any adjustment to reflect
      the
      possible future effect on the recoverability and classification of the assets
      or
      the amounts and classification of liabilities that may result should we cease
      to
      continue as a going concern.





**Critical
      Accounting Policies**





In
      December 2001, the SEC requested that all registrants list their most “critical
      accounting polices” in the Management Discussion and Analysis. The SEC indicated
      that a “critical accounting policy” is one which is both important to the
      portrayal of a company’s financial condition and results, and requires
      management’s most difficult, subjective or complex judgments, often as a result
      of the need to make estimates about the effect of matters that are inherently
      uncertain. We believe that the following accounting policies fit this
      definition.





**Mineral
      Claim Payments and Exploration Expenditures**





We
      expense all costs related to the acquisition, maintenance and exploration costs
      relating to unproven mineral properties, to which we have secured exploration
      rights. When proven and probable reserves are determined for a property and
      a
      feasibility study prepared with respect to the property, then subsequent
      exploration and development costs of the property will be capitalized. To date,
      we have not established the commercial feasibility of our exploration prospects.
      Therefore, all costs have been expensed.





**Environmental
      Costs**





Environmental
      expenditures that related to current operations are charged to operations or
      capitalized as appropriate. Expenditures that relate to an existing condition
      caused by past operations, and which do not contribute to current or future
      revenue generation, are charged to operations. Liabilities are recorded when
      environmental assessments and/or remedial efforts are probable, and the cost
      can
      be reasonably estimated. Generally, the timing of these accruals coincides
      with
      the earlier of completion of a feasibility study or our commitments to plan
      of
      action based on the then known facts.





**Recently
      Issued Accounting Pronouncements**





In
      November 2004, the FASB issued SFAS 151, "INVENTORY COSTS", which revised ARB
      43, relating to inventory costs. This revision is to clarify the accounting
      for
      abnormal amounts of idle facility expense, freight, handling costs and wasted
      material (spoilage). This Statement requires that these items be recognized
      as a
      current period charge regardless of whether they


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meet
      the
      criterion specified in ARB 43. In addition, this Statement requires the
      allocation of fixed production overheads to the costs of conversion to be based
      on normal capacity of the production facilities. SFAS 151 is effective for
      inventory costs incurred during fiscal years beginning after June 15, 2005.
      We
      do not believe the adoption of SFAS 151 will have a material impact on our
      financial statements.





In
      December 2004, the FASB issued SFAS 153, "EXCHANGES OF NONMONETARY ASSETS",
      which changes the guidance in APB Opinion 29, "ACCOUNTING FOR NONMONETARY
      TRANSACTIONS". This Statement amends Opinion 29 to eliminate the exception
      for
      non-monetary exchanges of similar productive assets and replaces it with a
      general exception for exchanges of non-monetary assets that do not have
      commercial substance. A non-monetary exchange has commercial substance if the
      future cash flows of the entity are expected to change significantly as a result
      of the exchange. SFAS 153 is effective during fiscal years beginning after
      June
      15, 2005. We do not believe the adoption of SFAS 153 will have a material impact
      on our financial statements.





In
      May
      2005, the FASB issued SFAS No. 154, entitled Accounting Changes and Error
      Corrections--a replacement of APB Opinion No. 20 and FASB Statement No. 3.
      This
      Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement
      No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes
      the requirements for the accounting for and reporting of a change in accounting
      principle. This Statement applies to all voluntary changes in accounting
      principle. It also applies to changes required by an accounting pronouncement
      in
      the unusual instance that the pronouncement does not include specific transition
      provisions. Opinion 20 previously required that most voluntary changes in
      accounting principle be recognized by including in net income of the period
      of
      the change the cumulative effect of changing to the new accounting principle.
      This Statement requires retrospective application to prior periods' financial
      statements of changes in accounting principle, unless it is impracticable to
      determine either the period-specific effects or the cumulative effect of the
      change. This Statement defines retrospective application as the application
      of a
      different accounting principle to prior accounting periods as if that principle
      had always been used or as the adjustment of previously issued financial
      statements to reflect a change in the reporting entity. This Statement also
      redefines restatement as the revising of previously issued financial statements
      to reflect the correction of an error. The adoption of SFAS 154 did not impact
      the financial statements.





**Item
      3.     Controls and Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of June 30, 2006. This evaluation was carried out
      under the supervision and with the participation of our Chief Executive Officer,
      Mr. J. Randall Martin, and our Chief Financial Officer, Mr. Kenneth Phillippe.
      Based upon that evaluation, our Chief Executive Officer and Chief Financial
      Officer concluded that, as of June 30, 2006, our disclosure controls and
      procedures are effective. There have been no changes in our internal controls
      over financial reporting during the quarter ended June 30, 2006.


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Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. Our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives and our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective at that reasonable assurance level. Further, the design
      of a control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, within the Company have been detected. These inherent limitations
      include the realities that judgments in decision-making can be faulty, and
      that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.




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**PART
      II - OTHER INFORMATION**





**Item
      1.     Legal
      Proceedings**





We
      are
      not a party to any pending legal proceeding. We are not aware of any pending
      legal proceeding to which any of our officers, directors, or any beneficial
      holders of 5% or more of our voting securities are adverse to us or have a
      material interest adverse to us.





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





On
      April
      28, 2006, we issued 2,000,000 shares of our common stock to Investcol Limited
      as
      part of the consideration upon exercise of our option to acquire an additional
      twenty-five percent (25%) of the issued and outstanding stock of RNC (Colombia)
      Limited, a Belize corporation ("RNC") and wholly owed subsidiary of Investcol
      Limited. These shares were issued pursuant to Section 4(2) of the Securities
      Act. We did not engage in any general solicitation or advertising. The stock
      certificate was issued with the appropriate legends affixed to the restricted
      stock.





On
      April
      26, 2006, we completed a private equity offering of 6,500,666 Units at $1.50
      per
      Unit to a total of 26 investors.  Each Unit consists of one (1) share of
      common stock, par value $0.00001, and one (1) Warrant (the “ Warrant”) to
      purchase one (1) share of common stock, exercisable for twenty-four (24) months
      from the closing of the offering.  As a result, we issued a total of
      6,500,666 shares of common stock and warrants to purchase 6,500,666 shares
      of
      our common stock in connection with this private equity offering. The exercise
      price for the Warrant is priced at $2.50.  The gross proceeds we received
      from sale of Units in this exempt offering were $9,751,000.





In
      connection with this private equity offering, we paid as a commission $585,060
      and issued warrants to purchase 390,040 shares of our common stock with each
      warrant exercisable for a period of thirty-six (36) months from the closing
      of
      the offering at the exercise price of $2.00 per share.





We
      completed this offering pursuant to Regulation S of the Securities Act. 
Each investor represented to us that he was a non-US person as defined in
      Regulation S.  We did not engage in a distribution of this offering in the
      United States.  Each investor represented his intention to acquire the
      securities for investment only and not with a view toward distribution.  We
      requested our stock transfer agent to affix appropriate legends to the stock
      certificate issued to each investor in accordance with Regulation S and the
      transfer agent affixed the appropriate legends.  Each investor was given
      adequate access to sufficient information about us to make an informed
      investment decision.





In
      connection with this private equity offering, we have agreed to commence the
      filing of a registration statement to register the common stock in each Unit
      and
      the underlying common stock for each warrant. In the event that the registration
      statement is not effective within seven (7) months from the closing date of
      this
      offering, we will incur a cash penalty of 2.5% on each investor’s investment per
      month for each month until the registration statement is declared effective
      by
      the Securities and Exchange Commission.




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On
      April
      10, 2006, we issued 1,000,000 shares of our common stock to Investcol Limited
      as
      part of the consideration paid for transferring us certain mining contracts
      and
      options to acquire the exclusive rights to engage in mining activities. These
      shares were issued pursuant to Section 4(2) of the Securities Act. We did not
      engage in any general solicitation or advertising. The stock certificate was
      issued with the appropriate legends affixed to the restricted
      stock.





**Item
      3.     Defaults upon Senior
      Securities**





None





**Item
      4.     Submission of Matters to a Vote of
      Security Holders**





Subsequent
      to the reporting period on July 31, 2006, we held the annual meeting of our
      security holders. The meeting was called for the purpose of electing directors,
      confirming the appointment of Vellmer & Chang as the company’s independent
      certified public accountant for the fiscal year ended December 31, 2006, for
      approval of the adoption of the Colombia Goldfields Ltd. 2006 Stock Incentive
      Plan, to consider a proposal to amend the Articles of Incorporation to increase
      the number of shares of common stock authorized for issuance from 50,000,000
      to
      200,000,000, to consider proposed reincorporation of the Company in the State
      of
      Delaware by merger. The total number of shares of common stock outstanding
      on
      the record date, June 2, 2006, was 43,215,849 shares. The number of votes
      represented at the meeting was 29,991,363 shares, or 69.4% of the shares
      eligible to vote.





The
      following individuals were elected as directors with the votes being as
      follows:





Nominee
            Votes
                Cast For
            
            Votes
                Cast Against
            
            Votes
                WithheldJ.
                Randall Martin
            29,967,723
            
            1,200
            
            22,400Daniel
                Hunter
            29,967,923
            
            1,000
            
            22,440Harry
                Hopmeyer
            29,968,723
            
            200
            
            22,440Thomas
                Ernest McGrail
            29,968,723
            
            200
            
            22,440Hernando
                Molina Velez
            29,967,923
            
            1,000
            
            22,440Robert
                E. Van Tassell
            29,966,623
            
            2,300
            
            22,440David
                Bikerman
            29,968,923
            
            0
            
            22,440





The
      appointment of Vellmer & Chang as the Company’s independent certified public
      accountant for the fiscal year ended December 31, 2006 was confirmed, with
      the
      votes cast being as follows:




Votes
                Cast For
            
            Votes
                Cast Against
            
            Votes
                Withheld29,975,423
            
            7,330
            
            8,610





With
      respect to the approval of the adoption of the Colombia Goldfields Ltd. 2006
      Stock Incentive Plan, votes were cast for confirmation as follows:





Votes
                Cast For
            
            Votes
                Cast Against
            
            Votes
                Withheld
            Not
                Voted22,021,946
            
            210,525
            
            186,630
            7,572,262





13
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With
      respect to the proposed Amendment to the Articles of Incorporation to increase
      the number of shares of common stock authorized for issuance from 50,000,000
      to
      200,000,000, votes were cast for confirmation as follows:





Votes
                Cast For
            
            Votes
                Cast Against
            
            Votes
                Withheld
            Not
                Voted29,471,239
            
            199,567
            
            320,556
            1





With
      respect to the proposed reincorporation into the State of Delaware by merger,
      votes were cast for confirmation as follows:





Votes
                Cast For
            
            Votes
                Cast Against
            
            Votes
                Withheld
            Not
                Voted22,235,576
            
            13,200
            
            170,326
            7,572,261





No
      other
      matters were acted upon by our security holders at our annual meeting.





**Item
      5.     Other
      Information**





None





**Item
      6.      Exhibits**





**Exhibit**
              **Number**
            **Description
                of Exhibit**31.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002




14
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**SIGNATURES**





In
      accordance with the requirements of the Securities and Exchange Act of 1934,
      the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





**Colombia
                Goldfields Ltd.**Date:
            August
                21, 2006By:      
                /s/ J. Randall Martin
              Mr.
                J. Randall Martin
              Title:**Chief
                Executive Officer and
                Director**