**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 endedMarch
                31, 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)





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




666
                Burrard Street, Suite 500, Vancouver, BC Canada V6C
                2X8(Address
                of principal executive offices)





604-601-2040(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 [ ] No [X]





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 May 22,
      2006





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




1
 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
            8PART
                II - OTHER INFORMATIONItem
                1:
            Legal
                Proceedings
            10Item
                2:
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            10Item
                3:
            Defaults
                Upon Senior Securities
            10Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            10Item
                5:
            Other
                Information
            10Item
                6:
            Exhibits
            11


2
 Table
          of Contents


**PART
      I - FINANCIAL INFORMATION**





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





Our
                unaudited consolidated financial statements included in this Form
                10-QSB
                are as follows:F-1
            Unaudited
                Interim Consolidated Balance Sheet as of March 31,
                2006;F-2
            Unaudited
                Interim Consolidated Statements of Operations for
                the three months ended March 31, 2006 and 2005 and from Inception,
                March
                25, 2003, to March 31, 2006;F-3
            Unaudited
                Interim Consolidated Statements of Cash Flows for
                the three months ended March 31, 2006 and 2005 and from Inception,
                March
                25, 2003, to March 31, 2006;F-4
            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 March 31, 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)**
 
 **March
                      31,**
                  
                  **December
                      31,****As
                      at**
                  **2006**
                  
                  **2005****$**
                  ****
                  **$****ASSETS****Current**Cash
                      and cash equivalents
                  643,423
                  
                  1,565,640Accounts
                      receivable
                  -
                  
                  -Prepaid
                      expenses
                  39,661
                  
                  22,554Exploration
                      expenditure advances - related parties
                  211,861
                  
                  158,202894,945
                  
                  1,746,396Property
                      and equipment, net of accumulated amortizationof
                      $8,358 (December 31, 2005: $335) (Note 3)
                  62,782
                  
                  1,445Website
                      Development Cost, net of accumulated amortizationof
                      $6,500 (December 31, 2005: $3,500)
                  29,500
                  
                  17,500987,227
                  
                  1,765,341**LIABILITIES****Current**Accounts
                      payable and accrued liabilities
                  150,089
                  
                  83,004Due
                      to a related party (Note 5)
                  335,516
                  
                  -485,605
                  
                  83,004**STOCKHOLDERS’
                      EQUITY****Common
                      stock (Note 4)**Authorized:
                      50,000,000 shares, $0.00001 par valueIssued
                      and outstanding: 33,715,183 shares
                    (December
                      31, 2005: 29,589,100 shares)
                  337
                  
                  296**Additional
                      paid-in capital**
                  5,539,887
                  
                  1,465,354**Share
                      subscriptions**
                  -
                  
                  1,767,650**(Deficit)
                      accumulated during the exploration stage**
                  (5,038,602)
                  
                  (1,550,963)501,622
                  
                  1,682,337987,227
                  
                  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**
              
              **inception**
                **(March
                  25, 2003)****ended**
              
              **ended**
              
              **through****March
                  31,**
              
              **March
                  31,**
              
              **March
                  31,****2006**
              
              **2005**
              
              **2006****$**
              ****
              **$**
              
              **$****REVENUES**Interest
                  income
              3,552
              
              -
              
              3,552**OPERATING
                  EXPENSES**General
                  and administrative
              382,318
              
              23,187
              
              759,975Amortization
                  - equipment
              2,444
              
              -
              
              2,779Amortization
                  - website development cost
              3,000
              
              -
              
              6,500Mineral
                  property acquisition and
                exploration
                  expenditures
              2,616,940
              
              -
              
              3,796,238Stock
                  based compensation
              486,489
              
              
              
              486,489Total
                  Operating expenses
              3,491,191
              
              23,187
              
              5,051,981(Loss)
                  from continuing operations
              (3,487,639)
              
              (23,187)
              
              (5,048,429)Income
                  from discontinued operations
              -
              
              763
              
              9,827**NET
                  LOSS FOR THE PERIOD**
              (3,487,639)
              
              (22,424)
              
              (5,038,602)**INCOME
                  (LOSS) PER SHARE - BASIC AND DILUTED**(Loss)
                  from continuing operations
              (0.11)
              
              (0.00)Income
                  from discontinued operations
              0.00
              
              0.00NET
                  INCOME (LOSS)
              (0.11)
              
              (0.00)**WEIGHTED
                  AVERAGE NUMBER OF COMMON SHARES OUSTANDING - BASIC AND
                  DILUTED**
              32,395,377
              
              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 CASH FLOWS**
 
  **Cumulative
                  from****Three
                  months**
              
              **Three
                  months**
              
              **inception**
                **(March
                  25, 2003)****ended**
              
              **ended**
              
              **through****March
                    31,**
              
              **March
                  31,**
              
              **March
                  31,****2006**
              
              **2005**
              
              **2006****$**
              
              **$**
              
              **$****OPERATING
                  ACTIVITIES:**(Loss)
                  from operations
              (3,487,639)
              
              (22,424)
              
              (5,038,602)Items
                  not requiring cash outlay:-
                  Consulting fees
              
              
              
              
              52,400-
                  Website design and software development
              -
              
              -
              
              2,000-
                  Amortization of equipment
              2,444
              
              -
              
              2,779-
                  Amortization of website development cost
              3,000
              
              -
              
              6,500-
                  Mineral property acquisition
              1,900,000
              
              -
              
              2,150,000-
                  Stock based compensation
              486,489
              
              
              
              486,489Cash
                  provided by (used in) changes in operatingassets
                  and liabilities:-
                  Accounts receivable
              -
              
              910
              
              --
                  Prepaid expenses and deposit
              14,149
              
              (40,000)
              
              (8,405)-
                  Exploration expenditure advances
              (53,659)
              
              
              
              (211,861)-
                  Accounts payable and accrued liabilities
              10,586
              
              743
              
              93,590-
                  Advances from a related party
              335,516
              
              -
              
              340,515Net
                  cash provided by operating activities
              (789,114)
              
              (60,771)
              
              (2,124,595)**FINANCING
                  ACTIVITIES:**Issuance
                  of common stock, net of finder fees
              (79,565)
              
              -
              
              1,076,686Proceeds
                  of share subscription received
              -
              
              -
              
              1,767,650Net
                  cash provided by financing activities
              (79,565)
              
              -
              
              2,844,336**INVESTING
                  ACTIVITIES:**Purchase
                  of equipment
              (38,538)
              
              -
              
              (40,318)Purchase
                  of website development cost
              (15,000)
              
              (15,000)
              
              (36,000)Net
                  cash provided by investing activities
              (53,538)
              
              (15,000)
              
              (76,318)**INCREASE
                  (DECREASE) IN CASH**
              (922,217)
              
              (75,771)
              
              643,423**CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD**
              1,565,640
              
              104,685
              
              -**CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD**
              643,423
              
              28,914
              
              643,423**SUPPLEMENTAL
                  CASH FLOWS INFORMATION**Interest
                  expense
              -
              
              -
              
              -Taxes
              -
              
              -
              
              -
 
  **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)**
 
 **NOTES
        TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
        31, 2006**
 
  **NOTE
        1 - INCORPORATION, NATURE AND CONTINUANCE 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 $(5,038,602)
        for the
        period from inception on March 23, 2003 to March 31, 2006 and has no source
        of
        revenue. 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. 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 three month period ended March 31, 2006 are not necessarily
        indicative of the results that may be expected for the year ended
        December 31, 2006.
 
 The
        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.
 
 These
        consolidated financial statements include the accounts of (i) Colombia
        Goldfields Ltd., a Nevada corporation (ii) 25% variable interest entity -
        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.
  F-4
 Table
            of Contents
  **COLOMBIA
        GOLDFIELDS LTD.**
 **(FORMERLY
        SECURE AUTOMATED FILING ENTERPRISES INC.)**
 **(An
        Exploration Stage Company)**
 
 **NOTES
        TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
        31, 2006**
 
 
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)**
 
 **Consolidation
        of Variable Interest Entities**
 
 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.
  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
        as that the company is the principal financial support and primary beneficiary.
        Under FIN 46R transition rules, the financial statements of RNC (Colombia)
        Limited and Compania
        Minera De Caldas, S.A. are then
        consolidated into the Company’s consolidated financial statements.
 
 **NOTE
        3 - PROPERTY AND EQUIPMENT**
 
 **1.
        Mineral Properties**
 
 The
        Company has determined that the Caramanta and Marmato properties constitute
        one
        operation, due to the nature of the Company’s business and the geographic
        location of these properties.
 
 Title
        on
        mineral properties and mining 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, the Company cannot give any assurance that title to such
        properties will not be challenged or impugned and cannot be certain that
        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
 
 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 and mineral 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,
        and
        recorded and expensed this amount as part of mineral property acquisition
        and
        exploration expenditures.
 
 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, 2005; and on the earlier
                of
                June, 2006 or commencement of the second exploration phase, one million
                restricted shares of the Company’s common shares c)
            $1,740,000
                during the 12-month period commencing June 25,
                2007. 
 In
        addition, the Company agreed to pay $7,500 per month as an office fee through
        July 31, 2006 to Investcol for the management of exploration activities.
        During
        the period ended March 31, 2006, $22,500 was expensed as part of the mineral
        acquisition and exploration expenditures.
  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**
 **MARCH
        31, 2006**
 
 
 (ii)  Marmato
        Project
 
 On
        January 12, 2006, the Company entered into a Stock Purchase Agreement with
        Investcol Limited ("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"), a Colombia corporation that
        (i)
        owns certain mining rights, (ii) has options to acquire mining rights and
        (iii)
        has exclusive rights to evaluate certain property, all located in the Zona
        Alta
        portion of the Marmato project in Colombia.
 
 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 acquisition subsequent to March 31,
                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 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 (total
                100%
                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 common stock of the Company to Investcol and the
        advancement of $1,200,000 by way of a non-interest bearing loan to RNC.
 
 On
        May 1,
        2006, the Company completed the acquisition of an additional 25% of RNC by
        the
        issuance to Investcol Limited of 2,000,000 common stock and the advancement
        of
        $4,000,000 by way of a non-interest bearing demand loan to RNC.
  Pursuant
        to the above noted Stock Purchase Agreement and as a consequence of the
        subsequent acquisition of the additional 25% of RNC, the Company became the
        principal financial support and primary beneficiary for the operations of
        RNC
        and its subsidiary Caldas. In accordance with Interpretation No. 46R, *Consolidation
        of Variable Interest Entities* (“FIN 46R”),
        the Company concluded that RNC and Caldas are VIEs and that the financial
        statements of RNC and Caldas should be consolidated into the Company’s
        consolidated financial statements.
 
 During
        the period ended March 31, 2006 the Company expensed as part of mineral property
        acquisition and exploration expenditures , (i) $1,900,000, representing the
        value of mineral properties acquired pursuant to the Stock Purchase agreement
        (1,000,000 common stocks were issued at a deemed price of $1.90 per share)
        (ii)
        incurred / reimbursed $378,964 to establish the mineral claims, acquire mine
        studies, and for consulting and general administration; and (iii) incurred
        /
        accrued $337,976 to acquire the mineral property information and data related
        to
        previous work performed in Colombia.
  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**
 **MARCH
        31, 2006**
 
 
  **2.
        Equipment:**
 
 **As
                  at March 31, 2006**
              **Cost**
                **$**
              **Accumulated**
                **Amortization**
                **$**
              **Net
                  book**
                **Value**
                **$**Furniture
                  and office equipment
              61,848
              6,035
              55,813Vehicle
              9,292
              2,323
              6,969Total
              71,140
              8,358
              62,782
   **As
                  at December 31, 2005**
              **Cost**
                **$**
              **Accumulated**
                **Amortization**
                **$**
              **Net
                  book**
                **Value**
                **$**Office
                  equipment
              1,780
              335
              1,445
 
  **NOTE
        4 - 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 year 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. 
 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.
 
 On
        January 25, 2006, the Company issued 1,000,000 common share 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)).
 
 **Warrants**
 
 As
        at
        March 31, 2006, the following warrants were issued and outstanding:
 
 4,589,100
              $
                  0.50 per share
              Expiry
                  - October 14, 2006
  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**
 **MARCH
        31, 2006**
 
 
 **Stock
        Options**
 
 During
        the period ended March 31, 2006, the Company adopted the2006 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.
 
 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 period ended March 31, 2006, the Company recorded a
        total
        of $486,489 for stock based compensation expenses.
 
 A
        summary
        of the stock options granted and exercised is as follows.
 
 Shares
              
              
              Weighted
                  Average
                Exercise
                PriceOptions
                  outstanding at December 31, 2005
              -
              
              $
              -Granted
              2,350,000
              
              
              0.99Options
                  outstanding at March 31, 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%, volatility of 63.72% and
        expected lives of approximately 10 years. A summary of weighted average fair
        value of stock options granted during the period end March 31, 2006 is as
        follows:
 
 Weighted
                  Average
                Exercise
                Price
              
              
              Weighted
                  Average
                Fair
                ValueExercise
                  price is below market price at grant date:
              $
              0.81
              
              $
              1.11Exercise
                  price is equal market price at granted date:
              $
              1.65
              
              $
              1.24
 
 A
        summary
        of stock options outstanding and exercisable is as follows:
 
 Options
                  outstandingRange
                  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 March 31, 2006.
  F-8
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  **COLOMBIA
        GOLDFIELDS LTD.**
 **(FORMERLY
        SECURE AUTOMATED FILING ENTERPRISES INC.)**
 **(An
        Exploration Stage Company)**
 
 **NOTES
        TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
        31, 2006**
 
 
 **NOTE
        5 - RELATED PARTY TRANSACTIONS**
 
 During
        the period ended March 31, 2006 the Company:
 
 a.
            paid
                $85,400 (2005: $nil) for management / consulting fees to directors,
                senior
                officer and shareholders of the Company. 
 b.
            paid
                $22,500 (2005: $nil) for administration of exploration activities
                to a
                shareholder of the Company. 
 c.
            paid
                $5,128 (2005: $nil) for office rent to a company related to a director
                of
                the Company. 
 Included
        in accounts payable and accrued liabilities as at March 31, 2006 are is $36,289
        (2005: $nil) payable to directors, senior officer and shareholder of the
        Company.
 
 Amounts
        due to a related party are non-secured, non-interest bearing and have no
        stated
        terms of repayment.
  **NOTE
        6 - COMMITMENTS**
 
 See
        Note
        3 (1)
  **NOTE
        7 - SUBSEQUENT EVENTS**
 
 (i)
            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 for
                a total
                proceeds of $9,751,000. Each Unit consists of one (1) share of common
                stock, and one (1) Warrant to purchase one (1) share of common stock,
                exercisable at $2.50 for twenty-four (24) months from the closing
                date of
                the offering. (ii)
            On
                February 16, 2006, the Company entered into a Letter of Intent (LOI)
                with
                Investcol Limited (Investcol) to acquire Investcol’s rights in certain
                properties. The non-binding LOI outlines a proposed transaction where
                the
                Company intends 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 acquired
                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. Under the terms of
                the
                proposed transaction, the Company would pay to Investcol total
                consideration in the amount of 1,000,000 shares of restricted stock
                and
                USD$350,000. Furthermore, Investcol would be required to pay the
                exercise
                price of $150,000 on the Options and facilitate the transfer of the
                mining
                contracts underlying the Options into the Company’s name. 
 On
        April
        10, 2006, the Company closed and completed the above noted LOI by issuance
        of
        1,000,000 common stocks of the Company and cash payment of
        $350,000.
  (iii)
            See
                Note 3 (1) (ii)  **Note
        8 - RECLASSIFICATIONS**
 
 Certain
        prior period amounts have been reclassified to conform to the current period
        presentation.


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





**Forward-Looking
      Statements**




Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities and
      Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
      materially from those included in the forward-looking statements. 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, which are based on
      certain assumptions and describe our future plans, strategies and expectations,
      are generally identifiable by use of the words “believe,” “expect,”
“intend,” “anticipate,” “estimate,” “project,” “prospects,” or similar
      expressions. 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 be considered in evaluating forward-looking statements
      and
      undue reliance should not be placed on such statements. 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**





We
      were
      incorporated in the state of Nevada on March 25, 2003 under the name Secure
      Automated Filing Enterprises Inc. Since our incorporation, our business was
      focused on servicing corporations that are required by the federal securities
      laws to publicly file various reports with the Securities and Exchange
      Commission (‘SEC”).





On
      May
      13, 2005, we changed our name to Colombia Goldfields Ltd. 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 exists on any of our property interests. In the
      event that commercially exploitable reserves of gold exist on any of our
      property interests, we can not guarantee that we will make a profit. If we
      can
      not 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.


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**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 property, 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 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 twenty-five 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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**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 26, 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 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
      agreed to pay the exercise price of $150,000 on the Options and facilitate
      the
      transfer of the mining contracts underlying the Options into our name. The
      Options are currently unexercised and terminate on November 10,
      2008.





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.





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**Results
      of Operations for the period ending March 31, 2006**





We
      generated interest income of $3,552 for the three months ended March 31, 2006,
      but did not generate any revenue during the reporting period from our current
      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 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.





During
      the three months ended March 31, 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 $3,491,191 for the three month period ended
      March
      31, 2006, compared to operating costs and expenses of $23,187 for the same
      three
      month period in the prior year. The increase in our operating expenses for
      the
      three months ended March 31, 2006 when compared to the same reporting period
      in
      the prior year is entirely attributable to expenditures relating to mineral
      property acquisitions under our new business plan and stock based compensation.
      Our expenses for the three months ended March 31, 2006 consisted primarily
      of
      mineral property acquisition and exploration expenditures in the amount of
      $2,616,940, stock based compensation of $486,489, and general and administrative
      expenses in the amount of $382,318.





We
      incurred a net loss of $3,487,639 in the three months ended March 31, 2006,
      as
      compared to a net loss of $22,424 in the three months ended March 31, 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
      March 31, 2006, we had current assets of $894,945 and current liabilities of
      $485,605. As a result, we had working capital of $409,340.





Operating
      activities used $789,114 in cash for the three months ended March 31, 2006.
      Our
      net loss of $3,487,639 was the primary component of our negative operating
      cash
      flow. Investing activities during the three months ended March 31, 2006
      consisted of website development costs of $15,000 and the purchase of equipment
      in the amount of $38,538. Cash flows used by financing activities during the
      three months ended March 31, 2006 consisted of $79,565 related to the issuance
      of common stock, net of finders fee.





We
      primarily relied on equity capital to fund our operations during the three
      months ended March 31, 2006. During the reporting period, we sold securities
      to
      accredited investors. Subsequent to the reporting period 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




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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.





**Going
      Concern**




We
      have
      incurred a net loss of $5,038,602
      for the
      period from inception on March 23, 2003 to March 31, 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.




**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 March 31, 2006. This evaluation was carried
      out
      under the supervision and with the participation of our Chief Executive Officer,
      Mr. James Martin Randall, and Chief Financial Officer, Mr. Kenneth Phillippe.
      Based upon that evaluation, our Chief Executive Officer and Chief Financial
      Officer concluded that, as of March 31, 2006, our disclosure controls and
      procedures are effective. There have been no significant changes in our internal
      controls over financial reporting during the quarter ended March 31, 2006 that
      have materially affected or are reasonably likely to materially affect such
      controls.





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.




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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.




9
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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**





The
      information set forth below relates to our issuances of securities without
      registration under the Securities Act during the reporting period which were
      not
      previously included in a Current Report on Form 8-K.





On
      January 6, 2006, we granted to our officers and directors options to purchase
      a
      total of 1,750,000 shares of our common stock at the exercise price of $0.75
      per
      share with the options vesting completely over two years and exercisable for
      a
      period of ten years from the date of issuance. These shares and options were
      issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.
      We
      did not engage in any general solicitation or advertising.





On
      March
      17, 2006, we granted to a member of the board of directors options to purchase
      500,000 shares of our common stock at the exercise price of $1.65 per share
      with
      the options vesting completely over two years and exercisable for a period
      of
      ten years from the date of issuance. These shares and options were issued
      pursuant to Section 4(2) of the Securities Act of 1933, as amended. We did
      not
      engage in any general solicitation or advertising.





On
      March
      24, 2006, we granted to a consultant in connection with services to be rendered,
      options to purchase 100,000 shares of our common stock at the exercise price
      of
      $1.90 per share with the options vesting completely over two years and
      exercisable for a period of ten years from the date of issuance. These shares
      and options were issued pursuant to Section 4(2) of the Securities Act of 1933,
      as amended. We did not engage in any general solicitation or
      advertising.





**Item
      3.     Defaults upon Senior
      Securities**





None





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





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the quarterly period ended March
      31, 2006.





**Item
      5.     Other
      Information**





None.




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**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




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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:
            May
                22, 2006By:     /s/
                J. Randall Martin
              J.
                Randall Martin
              Title:**Chief
                Executive Officer and
                Director**