##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended August 31, 2010
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number 000-51718
 COLORADO GOLDFIELDS INC.
  Nevada
    
    20-0716175(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)10920 West Alameda Avenue, Suite 201 Lakewood, CO
    
    80226(Address of principal executive offices)
    
    (Zip Code)
 (303) 984-5324
  Class A Common Stock, $0.001 par value
 Yes o No þ
 o þ
 þ o
 o o
 o
   Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ
  Class
    
    Shares Outstanding at November 17, 2010Class A Common Stock, $0.001 Par Value
    
    2,464,163,308Class B Common Stock (Restricted), No Par Value
    
    490,367,597
 DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PART I
    
    
    1Item 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    7Risks Relating to Our Company
    
    
    7Risks Associated with Our Common Stock in General
    
    
    11Item 2. Properties
    
    
    14Pride of the West Mill
    
    
    14The Brooklyn Mine
    
    
    16The King Solomon Mine
    
    
    17Item 3. Legal Proceedings
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    
    20PART II
    
    
    21Item 5. Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    21Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    25Item 8. Financial Statements and Supplementary Data
    
    
    30Balance Sheets
    
    
    31Statements of Operations
    
    
    32Statements of Cash Flows
    
    
    33Statements of Stockholders Equity (Deficit)
    
    
    34Notes to the Financial Statements
    
    
    35Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
    
    
    49Item 9A. Controls and Procedures
    
    
    50PART III
    
    
    51Item 10. Directors, Executive Officers and Corporate Governance
    
    
    51Item 11. Executive Compensation
    
    
    54Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    58Item 13. Certain Relationships and Related Transactions, and Director
Independence
    
    
    59Item 14. Principal Accountant Fees and Services
    
    
    60PART IV
    
    
    61Item 15. Exhibits and Financial Statement Schedules
    
    
    61SIGNATURES
    
    
    62EXHIBIT INDEX
    
    
    63Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   ii




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This document (including information incorporated herein by reference) contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, which involve a degree of risk and uncertainty due to various
factors affecting Colorado Goldfields Inc. For a discussion of some of these factors, see the
discussion in Item 1A, Risk Factors, of this report.
 
 PART I
 Forward-Looking Statements
  
    
    Statements regarding future earnings;
 
    
    Estimates of future mineral production and sales, for specific operations and on a
consolidated or equity basis;
 
    
    Estimates of future costs applicable to sales, other expenses and taxes for specific
operations and on a consolidated basis;
 
    
    Estimates of future cash flows;
 
    
    Estimates of future capital expenditures and other cash needs, for specific
operations and on a consolidated basis, and expectations as to the funding thereof;
 
    
    Estimates regarding timing of future capital expenditures, construction, production
or closure activities;
 
    
    Statements as to the projected development of certain ore deposits, including
estimates of development and other capital costs and financing plans for these deposits;
 
    
    Estimates of reserves and statements regarding future exploration results and reserve
replacement and the sensitivity of reserves to metal price changes;
 
    
    Statements regarding the availability and costs related to future borrowing, debt
repayment and financing;
 
    
    Statements regarding modifications to hedge and derivative positions;
 
    
    Statements regarding future transactions;
 
    
    Statements regarding the impacts of changes in the legal and regulatory environment
in which we operate; and
 
    
    Estimates of future costs and other liabilities for certain environmental matters.
   1




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Available Information
 www.cologold.com.
 www.cologold.com/uploads/Code_of_Business_Conduct_Ethics.pdf
   2




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Item 1.
    
    Business
 Background
          3




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Our Business
 Item
2. Properties,
  Recent Events
   Item 8. Notes to the Financial Statements
 Competitive Business Conditions
  General Government Regulations
 Federal Lands.
 Mining Operations .
  4




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Mineral Rules
And Regulations Of The Colorado Mined Land Reclamation Board For Hard Rock, Metal And Designated
Mining Operations
  http://mining.state.co.us/Rules%20and%20Regs.htm
 Environmental Laws .
  Comprehensive Environmental Response, Compensation, and Liability Act of 1980
 Resource Conservation and Recovery Act
 Clean Air Act
  5




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Clean Water Act Clean Water Act
 National Environmental Policy Act
 Endangered Species Act
  Employees
 Item 11
Executive Compensation
 Office Facilities
   6




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Item 1A.
    
    Risk Factors
 An investment in our securities involves a high degree of risk. You should consider carefully
the following risks, along with all of the other information included in this report, before
deciding to buy our common stock. Additional risks and uncertainties not currently known to us or
that we currently deem to be immaterial may also impair our business operations. If we are unable
to prevent events that have a negative effect from occurring, then our business may suffer.
  
 Risks Relating to Our Company
 We have incurred losses since our inception in 2004 and may never be profitable which raises
doubt about our ability to continue as a going concern.
    Item 7  Managements Discussion
and Analysis of Financial Condition and Results of Operations  Liquidity and Capital Resources, .
 Our only interest relating to mining properties is the lease or option to acquire various
mining claims, the feasibility of which has not been established as we have not completed
exploration or other work necessary to determine if it is commercially feasible to acquire and
develop the property.
 See Item 2. Properties of this Report for more information regarding our
mining assets
  7




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See Item 2. Properties of this
Report for more information regarding our mining and milling assets
 Item 2  Properties  Pride of the West Mill and  Item 7 
Managements Discussion and Analysis of Financial Condition and Results of Operations  Liquidity
and Capital Resources for further information.
 We may never find commercially viable gold or other reserves.
  We will require significant additional capital to continue our exploration activities, and, if
warranted, to develop mining operations.
    8




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Historical production of gold at the Brooklyn, King Solomon, and San Juan Properties may not
be indicative of the potential for future development or revenue.
  Fluctuating gold, metal and mineral prices could negatively impact our business plan.
  Reclamation obligations on the Brooklyn, King Solomon, and our Mill could require significant
additional expenditures.
  Title to mineral properties can be uncertain, and we are at risk of loss of ownership of our
property.
   9




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Our ongoing operations and past mining activities of others are subject to environmental
risks, which could expose us to significant liability and delay, suspension or termination of our
operations.
   The CGFI Properties are subject to royalties on production.
  Weather interruptions in the San Juan County, Colorado area may delay or prevent exploration
on the CGFI Properties
  Our industry is highly competitive, attractive mineral lands are scarce and we may not be able
to obtain quality properties.
   10




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We depend on our Chief Executive Officer and Chief Financial Officer and the loss of these
individuals could adversely affect our business.
  The nature of mineral exploration and production activities involves a high degree of risk and
the possibility of uninsured losses that could materially and adversely affect our operations.
  
    
    economically insufficient mineralized material;
    
    fluctuations in production costs that may make mining uneconomical;
    
    labor disputes;
    
    unanticipated variations in grade and other geologic problems;
    
    environmental hazards;
    
    water conditions;
    
    difficult surface or underground conditions;
    
    industrial accidents; personal injury, fire, flooding, cave-ins and landslides;
    
    metallurgical and other processing problems;
    
    mechanical and equipment performance problems; and
    
    decreases in revenues and reserves due to lower gold and mineral prices.
  Our operations are subject to permitting requirements which could require us to delay, suspend
or terminate our operations on our mining property.
  
 Risks Associated with Our Common Stock in General
 Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market
price of our common stock and make it difficult for our stockholders to resell their shares.
   11




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Our stock is a penny stock. Trading of our stock may be restricted by the SECs penny stock
regulations and the FINRAs sales practice requirements, which may limit a stockholders ability to
buy and sell our stock.
  FINRA sales practice requirements may also limit a stockholders ability to buy and sell our
stock.
  We have never paid a cash dividend on our common stock and we do not anticipate paying any in
the foreseeable future.
   12




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We have not voluntarily implemented various corporate governance measures, in the absence of
which, shareholders may have more limited protections against interested director transactions,
conflicts of interest and similar matters.
   13




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Item 2.
    
    Properties
 
 Pride of the West Mill
         14




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1.
    
    Colorado Goldfields intends to work with the Division to assure that a comprehensive
permit amendment meets the Divisions requirements and expectations.2.
    
    Colorado Goldfields commits to submittal of:
 a.
    
    a comprehensive permit amendment, complete for the purposes of
filing, that includes an engineered analysis and plans for placement,
construction, certification, and monitoring of new Environmental Protection
Facilities designed to allow the re-activation of the Mill, and to clarify the
Operators authorization to perform custom or toll milling, by no later than
January 13, 2010, extended to February 19, 2010. The comprehensive permit
amendment was submitted to the Colorado Division of Reclamation and Mining Safety
on January 8, 2010. The permit amendment application was deemed complete for
filing by the Division on February 19, 2010.b.
    
    within 180 days of filing, all documentation necessary to allow
Division approval of the subject amendment, including an acceptable financial
warranty in the amount calculated by the Division incorporating all the revised
reclamation cost provisions detailed in the amendment.
 3.
    
    The current financial warranty increase deadline was December 7, 2009, however, it is
agreed that this deadline is extended and the Division will re-calculate the bond during
the permit amendment review process. The financial warranty compliance date has been
extended to January 15, 2011.
 4.
    
    The permit amendment will include analyses related to waste rock relocation and
designs for new tailing pond facilities in compliance with the requirements of the Act and
Rules. Under the permit amendment all portions of the Reclamation Plan will be updated.
 5.
    
    Colorado Goldfields commits to on-the-ground compliance with the requirements of the
Act, the Rules, and provisions of Permit No. M-1984-049, modified by the subject
amendment, by no later than October 29, 2010, later extended to August 31, 2011.
 6.
    
    Colorado Goldfields acknowledges that, without intention, it did not comply with the
procedural requirements of its permit or the Cease and Desist Order when relocating the
waste rock to the lower tailings pond at the Mill. Therefore, Colorado Goldfields is in
violation pursuant to C.R.S. 34-32-124(1) for failure to comply with conditions of permit
No. M-1984-049 and failure to comply with the conditions of a Cease and Desist order. In
accordance with Rule 3.3.2(2)(b) and C.R.S. 34-32-124(7) the Board shall assess a civil
penalty in the range of $5,700 to $57,000 for each violation, reflecting 57 days of
violation at $100 to $1,000 per day, as measured from the September 16th
inspection to the November 12, 2009 hearing. Colorado Goldfields respectfully requests
that the Board suspend all but $250 for each of the violations, totaling $500, pending
completion of the corrective actions and requirements described herein. The Division does
not object to this request. The $500 penalty was paid on December 21, 2009.
 7.
    
    The Division has indicated that the water quality of the Las Animas River degrades in
the vicinity of the Mill. Colorado Goldfields has agreed to conduct an analysis of the
potential source of this degradation, which might relate to the Mill site (including
pre-law tailings located on the Mill site), or might be caused by a naturally occurring
iron bog or other natural sources in the area. Colorado Goldfields has agreed to conduct
this analysis as part of the amendment application discussed herein.
   15




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The Brooklyn Mine
   1
 Terms of our Lease/Option and Related Agreements on the Brooklyn Mine
  1.
    
    The Lease/Option is for a period of three years in consideration for which we
issued 75,000,000 shares of restricted Class A Common Stock. The stock is further
restricted from sale during the initial term of the lease.
 
 1
    
    Chessher, H.B., 1982, Report on the Brooklyn Mine,
San Juan County, Colorado, 13 pp. Darnton, B., 1981, Brooklyn Milling
Report for Bakers Park Mining and Milling Company, 6 pp.  16




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##### Table of Contents



2.
    
    The Lease/Option shall automatically renew and continue so long as ores,
minerals, or metals are produced or sold.
 3.
    
    We shall perform exploration, mining, development, production, processing or
any other activity (work herein) which benefits the Leased Premises at a minimum
cost of $150,000 for the first year, $200,000 for the second year and $250,000 for the
third year.
 4.
    
    We shall pay Lessor a Five Percent (5%) Net Smelter Royalty on all mineral
bearing ores.
 5.
    
    We have the sole and exclusive option to purchase all of Lessors right,
title and interest in the property (the Leased Premises) for a total purchase price of
$4,000,000, plus a perpetual 2% Net Smelter Royalty. This amount may be paid in cash
or other cash equivalent as mutually agreed by us and the Lessor.
 
 The King Solomon Mine
    Terms of our Option and Related Agreements on the King Solomon Mine
  1.
    
    The Lease/Option is for a period of three years in consideration for which we
issued 50,000,000 shares of restricted Class A Common Stock. The stock is further
restricted from sale during the initial term of the lease.2.
    
    The Lease/Option shall automatically renew and continue so long as ores,
minerals, or metals are produced or sold.3.
    
    We shall perform exploration, mining, development, production, processing or
any other activity (work herein) which benefits the Leased Premises at a minimum
cost of $50,000 for each successive three year term during the term of the
Lease/Option.4.
    
    We shall pay Lessor a 3.5% Net Smelter Royalty on all mineral bearing ores.5.
    
    We have the sole and exclusive option to purchase all of Lessors right,
title and interest in the property (the Leased Premises) for a total purchase price of
$1,250,000. This amount may be paid in cash or other cash equivalent as mutually
agreed by Lessor and us.
  17




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San Juan Properties
   Item 3 Legal Proceedings
  18




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Item 3.
    
    Legal Proceedings
 Pride of the West Mill Proceedings
  San Juan Properties and Hennis Proceedings
    Former Law Firm Litigation
  Other Legal Matters
     19




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Item 4.
    
    Submission of Matters to a Vote of Security Holders
   20




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PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 Market Information
   Year Ended
    
    High
    
    
    LowAugust 31, 2006April 11 to May 31, 2006 (1)
    
    $
    0.32
    
    
    $
    NilFourth Quarter
    
    
    0.32
    
    
    
    0.31August 31, 2007First Quarter
    
    $
    0.31
    
    
    $
    0.04Second Quarter
    
    
    0.06
    
    
    
    0.04Third Quarter
    
    
    0.19
    
    
    
    0.04Fourth Quarter
    
    
    0.63
    
    
    
    0.19August 31, 2008First Quarter
    
    $
    0.85
    
    
    $
    0.51Second Quarter
    
    
    0.85
    
    
    
    0.55Third Quarter
    
    
    0.85
    
    
    
    0.22Fourth Quarter
    
    
    0.25
    
    
    
    0.08August 31, 2009First Quarter
    
    $
    0.13
    
    
    $
    0.02Second Quarter
    
    
    0.02
    
    
    
    0.01Third Quarter
    
    
    0.02
    
    
    
    0.0058Fourth Quarter
    
    
    0.0091
    
    
    
    0.0030August 31, 2010First Quarter
    
    $
    0.0043
    
    
    $
    0.0012Second Quarter
    
    
    0.0031
    
    
    
    0.0015Third Quarter
    
    
    0.0029
    
    
    
    0.0016Fourth Quarter
    
    
    0.0021
    
    
    
    0.0009
 
 *
    
    We effectuated a 7.9 for one stock split effective June 18, 2007 and a two for one stock split
effective October 29, 2007. The prices set forth above have been adjusted for these forward stock
splits. Prices have not been adjusted for the 30% stock dividend, which was effective November 6,
2008.(1)
    
    The low price during this period, before being adjusted for the forward stock splits, was
$0.15.    21




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The Securities Enforcement and Penny Stock Reform Act of 1990
    
    
    contains a description of the nature and level of risk in the market for penny stocks
in both public offerings and secondary trading;
 
    
    contains a description of the brokers or dealers duties to the customer and of the
rights and remedies available to the customer with respect to a violation to such duties
or other requirements of the Securities Act of 1934, as amended;
 
    
    contains a brief, clear, narrative description of a dealer market, including bid and
ask prices for penny stocks and the significance of the spread between the bid and ask
price;
 
    
    contains a toll-free telephone number for inquiries on disciplinary actions;
 
    
    defines significant terms in the disclosure document or in the conduct of trading penny
stocks; and
 
    
    contains such other information and is in such form (including language, type, size and
format) as the Securities and Exchange Commission shall require by rule or regulation.
 
    
    The broker-dealer also must provide, prior to effecting any transaction in a penny
stock, to the customer:
 
    
    the bid and offer quotations for the penny stock;
 
    
    the compensation of the broker-dealer and its salesperson in the transaction;
 
    
    the number of shares to which such bid and ask prices apply, or other comparable
information relating to the depth and liquidity of the market for such stock; and
 
    
    monthly account statements showing the market value of each penny stock held in the
customers account.
   22




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Securities Authorized for Issuance Under Equity Compensation Plans
 Equity Compensation Plan Information
  Equity Compensation Plan Information
 Number of securitiesto be issued upon
    
    
    Weighted average
    
    
    Number of securitiesexercise of
    
    
    exercise price of
    
    
    remaining available foroutstanding options,
    
    
    outstanding options,
    
    
    future issuance as ofPlan Category
    
    warrants and rights
    
    
    warrants and rights
    
    
    November 17, 2010Equity compensation
plans approved by
security holders:
    
    
    
    
    
    
    
    
    
    
    Equity compensation
plans not approved
by security
holders:
    
    
    
    
    
    
    
    
    
    
    2008 Employee Stock
Incentive Plan
    
    
    
    
    
    
    
    
    
    
    67,7302008 Non-Qualified
Consultants &
Advisors Stock
Compensation Plan.
    
    
    
    
    
    
    
    
    
    
    768,609,0572008 Employee &
Director Stock
Compensation Plan
    
    
    
    
    
    
    
    
    
    
    639,934,667
   2008 Non-Qualified Consultants & Advisors Stock Compensation Plan
   23




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2008 Employee & Director Stock Compensation Plan
  Transfer Agent
  Issuer purchase of equity securities
   24




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Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
   
    
    Introduction and Plan of Operation which provides a brief summary of our consolidated
results and financial position and the primary factors affecting those results, as well as
a summary of our expectations for fiscal 2011;
 
    
    Liquidity and Capital Resources, which contains a discussion of our cash flows and
liquidity, investing activities and financing activities, contractual obligations, and
critical obligations;
 
    
    Results of Operations and Comparison, which sets forth an analysis of the operating
results for the last two years;
 
    
    Critical Accounting Policies, which provides an analysis of the accounting policies
we consider critical because of their effect on the reported amounts of assets,
liabilities, income and/or expenses in our consolidated financial statements and/or
because they require difficult, subjective or complex judgments by our management;
 
    
    Recent Accounting Pronouncements and Developments, which summarizes recently
published authoritative accounting guidance, how it might apply to us and how it might
affect our future results.
  Introduction and Plan of Operation
      25




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Liquidity and Capital Resources
       26




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Results of Operations
  Year Ended August 31, 2010 Compared to Year Ended August 31, 2009
         Item 3. Legal Proceedings
   27




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Item 3. Legal Proceedings
 Critical Accounting Policies
  Exploration and Development Costs
 Long-lived Assets
 Property Retirement Obligation
 Stock- Based Compensation
 Mining Rights
  28




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Recent Accounting Pronouncements
 Improving Disclosures about Fair Value Measurements
     29




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Item 8.
    
    Financial Statements and Supplementary Data
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
  30




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Colorado Goldfields Inc. (An Exploration Stage Company)
 
 Balance Sheets
 August 31,
    
    
    August 31,2010
    
    
    2009ASSETSCurrent AssetsCash
    
    $
    20,019
    
    
    $
    559Prepaid expenses and other
    
    
    18,459
    
    
    
    262,508Total Current Assets
    
    
    38,478
    
    
    
    263,067Non-Current AssetsProperty, plant and equipment, net (Note 3)
    
    
    1,660,015
    
    
    
    1,699,620Mining rights (Note 4)
    
    
    280,556
    
    
    
    Restricted cash (Note 3)
    
    
    318,154
    
    
    
    318,154Deferred financing costs
    
    
    13,206
    
    
    
    Other
    
    
    11,520
    
    
    
    13,520Total Non-Current Assets
    
    
    2,283,451
    
    
    
    2,031,294Total Assets
    
    $
    2,321,929
    
    
    $
    2,294,361LIABILITIES & STOCKHOLDERS (DEFICIT) EQUITYCurrent LiabilitiesAccounts payable (Note 10)
    
    $
    317,149
    
    
    $
    267,564Accrued liabilities (Note 10)
    
    
    507,140
    
    
    
    105,610Convertible debt, less unamortized discount of $126,238 (Note 7)
    
    
    23,762
    
    
    
    Derivative liabilities (Note 8)
    
    
    140,284
    
    
    
    Notes payable, including accrued interest  related parties (Note 5)
    
    
    280,600
    
    
    
    100,774Promissory note payable, including accrued interest (Note 6)
    
    
    75,754
    
    
    
    143,009Mortgage notes payable, including accrued interest (Note 3)
    
    
    807,896
    
    
    
    729,895Total Current Liabilities
    
    
    2,152,585
    
    
    
    1,346,852Non-Current LiabilitiesNotes payable, including accrued interest  related parties (Note 5)
    
    
    31,979
    
    
    
    Asset retirement obligation
    
    
    612,550
    
    
    
    571,500Total Non-Current Liabilities
    
    
    644,529
    
    
    
    571,500Total Liabilities
    
    
    2,797,114
    
    
    
    1,918,352Contingencies and CommitmentsStockholders (Deficit) Equity (Note 9)Class A common stock, 2,500,000,000 shares authorized, $0.001 par
value;
1,773,286,964 and 535,398,127 shares issued and outstanding, respectively
    
    
    1,715,026
    
    
    
    477,137Class B common stock, 500,000,000 shares authorized, no par value;
40,744,353 and 35,732,285 shares issued and outstanding, respectively
    
    
    
    
    
    
    Additional paid in capital
    
    
    10,821,393
    
    
    
    9,250,058Donated capital
    
    
    29,250
    
    
    
    29,250Deficit accumulated during the exploration stage
    
    
    (13,040,854
    )
    
    
    (9,380,436
    )Total Stockholders (Deficit) Equity
    
    
    (475,185
    )
    
    
    376,009Total Liabilities and Stockholders (Deficit) Equity
    
    $
    2,321,929
    
    
    $
    2,294,361
   31




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Colorado Goldfields Inc. (An Exploration Stage Company)
 
 Statements of Operations
 Accumulatedfrom February 11,For the Year
    
    
    For the Year
    
    
    2004 (Date ofEnded
    
    
    Ended
    
    
    Inception) toAugust 31, 2010
    
    
    August 31, 2009
    
    
    August 31, 2010Revenue
    
    $
    
    
    
    $
    
    
    
    $
    Operating expensesDonated rent
    
    
    
    
    
    
    
    
    
    
    9,750Donated services
    
    
    
    
    
    
    
    
    
    
    19,500General and administrative
    
    
    2,619,760
    
    
    
    4,390,367
    
    
    
    9,681,576Mineral property and exploration costs
    
    
    567,927
    
    
    
    601,788
    
    
    
    1,885,946Professional fees
    
    
    270,452
    
    
    
    251,829
    
    
    
    1,161,462Total operating expenses
    
    
    (3,458,139
    )
    
    
    (5,243,984
    )
    
    
    (12,758,234
    )Other income (expense)Other income
    
    
    26,033
    
    
    
    53,741
    
    
    
    80,822Interest income
    
    
    1,907
    
    
    
    15,389
    
    
    
    33,134Gain on derivative liabilities
    
    
    10,789
    
    
    
    
    
    
    
    10,789Interest expense
    
    
    (241,008
    )
    
    
    (107,003
    )
    
    
    (407,365
    )Total other expense
    
    
    (202,279
    )
    
    
    (37,873
    )
    
    
    (282,620
    )Net Loss
    
    $
    (3,660,418
    )
    
    $
    (5,281,857
    )
    
    $
    (13,040,854
    )Net Loss Per Common Share  Basic and Diluted
    
    
    *
    
    
    $
    (0.02
    )Weighted Average Number of Common Shares
Outstanding
    
    
    1,186,999,066
    
    
    
    268,677,008
 *
    
    Amount is less than $(0.01) per share.   32




---



##### Table of Contents



Colorado Goldfields Inc. (An Exploration Stage Company)
 
 Statements of Cash Flows
 Accumulated fromFor the Year
    
    
    For the Year
    
    
    February 11, 2004Ended
    
    
    Ended
    
    
    (Date of Inception) toAugust 31, 2010
    
    
    August 31, 2009
    
    
    August 31, 2010Cash Flows Used in Operating Activities:Net loss
    
    $
    (3,660,418
    )
    
    $
    (5,281,857
    )
    
    $
    (13,040,854
    )Adjustments to reconcile net loss to net cash used in
operating activities:Donated services and rent
    
    
    
    
    
    
    
    
    
    
    29,250Amortization of debt discount and deferred financing costs
    
    
    88,767
    
    
    
    
    
    
    
    88,767Depreciation and amortization
    
    
    38,321
    
    
    
    51,322
    
    
    
    98,425Gain on derivative liabilities
    
    
    (10,789
    )
    
    
    
    
    
    
    (10,789
    )Impairment of mining rights
    
    
    126,944
    
    
    
    
    
    
    
    126,944Stock issued for services
    
    
    2,189,801
    
    
    
    3,983,784
    
    
    
    7,043,324Stock-based compensation  options
    
    
    
    
    
    
    4,094
    
    
    
    899,303Accrued interest on debt
    
    
    101,850
    
    
    
    101,046
    
    
    
    202,896Accretion expense on asset retirement obligation
    
    
    41,050
    
    
    
    46,500
    
    
    
    112,550Gain on sale of property, plant and equipment
    
    
    (13,716
    )
    
    
    (39,239
    )
    
    
    (52,955
    )Change in operating assets and liabilities:Increase in restricted cash
    
    
    
    
    
    
    
    
    
    
    (318,154
    )Decrease in prepaid expenses and other
    
    
    5,009
    
    
    
    74,647
    
    
    
    Increase in accounts payable
    
    
    393,412
    
    
    
    376,952
    
    
    
    1,169,035Increase in accrued liabilities
    
    
    401,529
    
    
    
    67,374
    
    
    
    507,139Decrease (increase) in other assets
    
    
    2,000
    
    
    
    
    
    
    
    (11,520
    )Net cash used in operating activities
    
    
    (296,240
    )
    
    
    (615,377
    )
    
    
    (3,156,639
    )Cash Flows from Investing Activities:Proceeds from sale of property, plant and equipment
    
    
    15,000
    
    
    
    109,500
    
    
    
    159,500Acquisition of property, plant and equipment
    
    
    
    
    
    
    (4,120
    )
    
    
    (717,736
    )Net cash provided by (used in) investing activities
    
    
    15,000
    
    
    
    105,380
    
    
    
    (558,236
    )Cash Flows from Financing Acitvities:Advances received
    
    
    
    
    
    
    
    
    
    
    405,733Repayment of advances
    
    
    
    
    
    
    
    
    
    
    (405,733
    )Proceeds from notes from related parties
    
    
    195,700
    
    
    
    375,700
    
    
    
    581,452Repayment of advances from related party
    
    
    
    
    
    
    
    
    
    
    (10,052
    )Proceeds from note payable
    
    
    
    
    
    
    
    
    
    
    100,000Repayment of note payable
    
    
    (75,000
    )
    
    
    
    
    
    
    (175,000
    )Proceeds from issuance of convertible debt
    
    
    200,000
    
    
    
    
    
    
    
    200,000Loan acquisition costs
    
    
    (20,000
    )
    
    
    
    
    
    
    (20,000
    )Net proceeds from issuance of common stock
    
    
    
    
    
    
    
    
    
    
    3,058,494Net cash provided by financing activities
    
    
    300,700
    
    
    
    375,700
    
    
    
    3,734,894Increase (decrease) in cash
    
    
    19,460
    
    
    
    (134,297
    )
    
    
    20,019Cash  Beginning of Period
    
    
    559
    
    
    
    134,856
    
    
    
    Cash  End of Period
    
    $
    20,019
    
    
    $
    559
    
    
    $
    20,019Supplemental Disclosures:Interest paid
    
    $
    6,736
    
    
    $
    15,783
    
    
    $
    78,322Income taxes paid
    
    $
    
    
    
    $
    
    
    
    $
    Non-cash investing and financing activities:Exchange of accounts payable for promissory note
    
    $
    
    
    
    $
    135,294
    
    
    $
    135,294Issuance of common stock to satisfy accounts payable
    
    $
    343,828
    
    
    $
    370,015
    
    
    $
    713,843Issuance of common stock for prepaid expenses
    
    $
    79,940
    
    
    $
    257,499
    
    
    $
    337,439Issuance of common stock for mining rights
    
    $
    407,500
    
    
    $
    
    
    
    $
    407,500Exchange of convertible debt for common shares
    
    $
    107,136
    
    
    $
    
    
    
    $
    107,136Exchange of property, plant and equipment for
accounts payable
    
    $
    
    
    
    $
    2,750
    
    
    $
    2,750Forgiveness of related party debt and accrued interest
    
    $
    
    
    
    $
    288,361
    
    
    $
    288,361Acquisition of land and building:Cash paid
    
    $
    
    
    
    $
    
    
    
    $
    250,677Mortgage note given to seller
    
    
    
    
    
    
    
    
    
    
    650,000Asset retirement obligation assumed
    
    
    
    
    
    
    
    
    
    
    500,000Assets acquired
    
    $
    
    
    
    $
    
    
    
    $
    1,400,677
   33




---



##### Table of Contents



Colorado Goldfields Inc. (An Exploration Stage Company)
 
 Statements of Stockholders (Deficit) Equity
From February 11, 2004 (Date of Inception) to August 31, 2010
 DeficitAccumulated
    
    
    TotalClass A
    
    
    Class B
    
    
    Additional
    
    
    
    
    
    
    During the
    
    
    StockholdersCommon Stock
    
    
    Common Stock
    
    
    Paid in
    
    
    Donated
    
    
    Exploration
    
    
    (Deficit)Number of Shares
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Capital
    
    
    Stage
    
    
    EquityBalances  February 11, 2004 (Date of
inception)
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Issuance of common stock for cash
    
    
    51,350,000
    
    
    
    2,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500Donated services and rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,500
    
    
    
    
    
    
    
    4,500Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,898
    )
    
    
    (5,898
    )Balances  August 31, 2004
    
    
    51,350,000
    
    
    
    2,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,500
    
    
    
    (5,898
    )
    
    
    1,102Issuance of common stock for cash
    
    
    63,160,500
    
    
    
    53,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,750Donated services and rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,000
    
    
    
    
    
    
    
    9,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (35,319
    )
    
    
    (35,319
    )Balances  August 31, 2005
    
    
    114,510,500
    
    
    
    56,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,500
    
    
    
    (41,217
    )
    
    
    28,533Donated services and rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,000
    
    
    
    
    
    
    
    9,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (36,148
    )
    
    
    (36,148
    )Balances  August 31, 2006
    
    
    114,510,500
    
    
    
    56,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,500
    
    
    
    (77,365
    )
    
    
    1,385Donated services and rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,750
    
    
    
    
    
    
    
    6,750Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (300,193
    )
    
    
    (300,193
    )Balances  August 31, 2007
    
    
    114,510,500
    
    
    
    56,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,250
    
    
    
    (377,558
    )
    
    
    (292,058
    )Issuance of common stock for cash (net of offering costs
of $282,231) (Note 9)
    
    
    11,386,180
    
    
    
    11,386
    
    
    
    
    
    
    
    
    
    
    
    2,990,858
    
    
    
    
    
    
    
    
    
    
    
    3,002,244Shares issued for services (Note 9)
    
    
    9,829,440
    
    
    
    9,829
    
    
    
    
    
    
    
    
    
    
    
    859,910
    
    
    
    
    
    
    
    
    
    
    
    869,739Stock-based compensation  options (Note 9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    895,209
    
    
    
    
    
    
    
    
    
    
    
    895,209Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,721,021
    )
    
    
    (3,721,021
    )Balances  August 31, 2008
    
    
    135,726,120
    
    
    
    77,465
    
    
    
    
    
    
    
    
    
    
    
    4,745,977
    
    
    
    29,250
    
    
    
    (4,098,579
    )
    
    
    754,113Shares issued for services (Note 9)
    
    
    370,282,860
    
    
    
    370,283
    
    
    
    
    
    
    
    
    
    
    
    3,871,000
    
    
    
    
    
    
    
    
    
    
    
    4,241,283Issuance of common stock to satisfy accounts payable (Note 9)
    
    
    29,389,147
    
    
    
    29,389
    
    
    
    
    
    
    
    
    
    
    
    340,626
    
    
    
    
    
    
    
    
    
    
    
    370,015Stock-based compensation  options (Note 9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,094
    
    
    
    
    
    
    
    
    
    
    
    4,094Stock issued to beneficial owners of Class A Common Stock
(Note 9)
    
    
    
    
    
    
    
    
    
    
    35,732,285
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forgiveness of related party debt and accrued interest (Note 5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    288,361
    
    
    
    
    
    
    
    
    
    
    
    288,361Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,281,857
    )
    
    
    (5,281,857
    )Balances  August 31, 2009
    
    
    535,398,127
    
    
    
    477,137
    
    
    
    35,732,285
    
    
    
    
    
    
    
    9,250,058
    
    
    
    29,250
    
    
    
    (9,380,436
    )
    
    
    376,009Shares issued for services (Note 9)
    
    
    921,203,109
    
    
    
    921,203
    
    
    
    
    
    
    
    
    
    
    
    1,029,557
    
    
    
    
    
    
    
    
    
    
    
    1,950,760Issuance of common stock to satisfy accounts payable (Note 9)
    
    
    144,810,731
    
    
    
    144,811
    
    
    
    
    
    
    
    
    
    
    
    199,017
    
    
    
    
    
    
    
    
    
    
    
    343,828Shares issued for mining rights (Note 4)
    
    
    125,000,000
    
    
    
    125,000
    
    
    
    
    
    
    
    
    
    
    
    282,500
    
    
    
    
    
    
    
    
    
    
    
    407,500Shares issued for convertible debt (Note 7)
    
    
    46,874,997
    
    
    
    46,875
    
    
    
    
    
    
    
    
    
    
    
    60,261
    
    
    
    
    
    
    
    
    
    
    
    107,136Stock issued to beneficial owners of Class A Common Stock
(Note 9)
    
    
    
    
    
    
    
    
    
    
    5,012,068
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,660,418
    )
    
    
    (3,660,418
    )Balances  August 31, 2010
    
    
    1,773,286,964
    
    
    $
    1,715,026
    
    
    
    40,744,353
    
    
    $
    
    
    
    $
    10,821,393
    
    
    $
    29,250
    
    
    $
    (13,040,854
    )
    
    $
    (475,185
    )
   34




---



##### Table of Contents



Colorado Goldfields Inc. (An Exploration Stage Company)
 
 Notes to the Financial Statements
 1.
    
    Organization, Nature of Business, Going Concern and Managements Plans
 Organization and Nature of Business
  Going Concern and Managements Plans
       35




---



##### Table of Contents



2.
    
    Summary of Significant Account Policies
 Basis of Presentation
  Use of Estimates
  Basic and Diluted Net Loss Per Share
   Year ended
    
    
    Year endedAugust 31, 2010
    
    
    August 31, 2009Class A warrants
    
    
    
    
    
    
    11,386,180Class B Common Stock
    
    
    40,744,353
    
    
    
    35,732,285Class B warrants
    
    
    40,744,353
    
    
    
    35,732,285Convertible debt
    
    
    254,515,600
    
    
    
    
 Comprehensive Income (Loss)
   36




---



##### Table of Contents



Cash
  Mineral Property and Exploration Costs
  Mineral property and exploration costs
  Mining Rights
  Long-Lived Assets
    37




---



##### Table of Contents



Fair Value Measurements
       Level 1
    
    
    Level 2
    
    
    Level 3Restricted cash (time deposits)
    
    
    
    
    
    $
    318,154
    
    
    
    Derivative liabilities
    
    
    
    
    
    $
    140,284
    
    
    
    
  Income Taxes
     38




---



##### Table of Contents



Share Based Payments
  Asset Retirement Obligation
  Recent accounting pronouncements
 Improving Disclosures about Fair Value Measurements
    39




---



##### Table of Contents



3.
    
    Property, Plant and Equipment
     August 31, 2010
    
    
    August 31, 2009Computer equipment
    
    $
    2,118
    
    
    $
    2,118Mine and drilling equipment
    
    
    111,250
    
    
    
    113,278Mobile mining equipment
    
    
    61,519
    
    
    
    61,519Land and mill
    
    
    1,567,176
    
    
    
    1,567,1761,742,063
    
    
    
    1,744,091Less accumulated depreciation
    
    
    (82,048
    )
    
    
    (44,471
    )$
    1,660,015
    
    
    $
    1,699,620
   40




---



##### Table of Contents



4.
    
    Mineral property rights
 King Solomon Mine
  Brooklyn Mine
  San Juan Properties
    41




---



##### Table of Contents



5.
    
    Notes payable  related parties
  6.
    
    Promissory note payable
  7.
    
    Convertible notes
 Delaware Partnership Investor
    42




---



##### Table of Contents



New York Private Investors
   8.
    
    Derivative Liabilities
 Embedded Derivatives Contracts in Entitys Own Equity
  Expected term
    
    71/2 to 12 monthsVolatility
    
    139%  166%Risk-free interest rate
    
    0.19  0.38%Dividend yield
    
    0%
  Balance at August 31, 2010
    
    $
    Issuance of derivative liability
    
    
    50,000Balance at May 31, 2010
    
    
    50,000Issuance of derivative liabilities
    
    
    158,209Derecognition of derivative liabilities related to conversion of
convertible debt
    
    
    (57,136
    )Gain on derivative liabilities
    
    
    (10,789
    )Balance at August 31, 2010
    
    $
    140,284
  43




---



##### Table of Contents



9.
    
    Stockholders Equity
 Fiscal 2008 Common Stock Transactions
     Fiscal 2009 Common Stock Transactions
     44




---



##### Table of Contents



Fiscal 2010 Common Stock Transactions
   45




---



##### Table of Contents



Common Stock Transactions Subsequent to August 31, 2010
    Stock options
   Weighted-Weighted-
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Life
    
    
    ValueOutstanding at September 1,
2008
    
    
    1,250,000
    
    
    $
    0.50Granted
    
    
    
    
    
    
    Forfeited
    
    
    (650,000
    )
    
    
    0.32Cancelled
    
    
    (600,000
    )
    
    
    0.70Outstanding at August 31, 2009
    
    
    
    
    
    
    Granted
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Cancelled
    
    
    
    
    
    
    Outstanding at August 31, 2010
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Exercisable at August 31, 2010
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
  46




---



##### Table of Contents



10.
    
    Related Party Transactions
   11.
    
    Income Taxes
  2010
    
    
    2009Expected income tax benefit at statutory rate
    
    $
    1,281,146
    
    
    $
    1,848,650State taxes
    
    
    91,510
    
    
    
    132,046Permanent difference
    
    
    (25,980
    )
    
    
    391Other
    
    
    (8,077
    )
    
    
    (980
    )Change in valuation allowance
    
    
    (1,338,599
    )
    
    
    (1,980,107
    )Income tax benefit
    
    $
    
    
    
    $
    
   2010
    
    
    2009Net operating loss
    
    $
    3,477,397
    
    
    $
    2,744,816Property, plant and equipment
    
    
    499,108
    
    
    
    334,052Stock-based compensation
    
    
    877,073
    
    
    
    436,111Deferred tax assets
    
    
    4,853,578
    
    
    
    3,514,979Valuation allowance
    
    
    (4,853,578
    )
    
    
    (3,514,979
    )Net deferred tax assets
    
    $
    
    
    
    $
    
   47




---



##### Table of Contents



12.
    
    Litigation
  Former Law Firm Litigation
  San Juan Properties and Hennis Proceedings
    Other Legal Matters
   48




---



##### Table of Contents



Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
   49




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##### Table of Contents



Item 9A.
    
    Controls and Procedures
 Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  Managements Report on Internal Control Over Financial Reporting
    
    
    Lack of segregation of duties in certain accounting and financial reporting processes
including the approval and execution of disbursements;
 
    
    Certain reports prepared and accounting and reporting conclusions reached in
connection with the financial statement preparation process are not submitted timely to
the Board of Directors for review or approval;
 
    
    The Companys corporate governance responsibilities are performed by the Board of
Directors; we do not have an audit committee or compensation committee. Because our Board
of Directors only meets periodically throughout the year, several of our corporate
governance functions are not performed concurrent (or timely) with the underlying
transaction, evaluation, or recordation of the transaction.
    50




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##### Table of Contents



PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
 Identify Directors and Executive Officers
   FirstBecame OfficerName and Address
    
    Age
    
    and/or Director
    
    Position(s)Lee R. Rice
10920 W. Alameda Ave.
Suite 201
Lakewood, CO 80226
    
    66
    
    July 2008
    
    Director, President and CEOC. Stephen Guyer
10920 W. Alameda Ave.
Suite 201
Lakewood, CO 80226
    
    57
    
    February 2008
    
    Director and CFOBeverly E. Rich
1553 Greene St.
Silverton, CO 81433
    
    59
    
    July 2007
    
    DirectorNorman J. Singer
885 S. Garfield St.
Denver, CO 80209
    
    69
    
    September 2008
    
    Director
 
 LEE R. RICE, Interim Chief Executive Officer and Director. Mr. Rice is an experienced geological
engineer, having worked as a geologist and engineer in the natural resources industry since 1970.
Since 1990, Mr. Rice has been employed by, and is currently Chief Engineer for, Data Technology
Services, Inc. a Colorado-based, privately owned company that provides information technology
services to various industries, including finance, oil & gas, geology, and chemistry. Prior to
this, Mr. Rice held various geological, engineering and management positions with the U.S. Bureau
of Mines and private industry. Mr. Rice holds a Bachelor of Science degree in Chemistry from
Case-Western Reserve University and a Master of Science in Geology and Geological Engineering (with
High Honors) from South Dakota School of Mines and Technology. Mr. Rice has been a Registered
Professional Engineer in Colorado for more than 30 years and is a Registered Member of the Society
of Mining, Metallurgy and Exploration. Mr. Rice is also a director of International Beryllium
Corporation, a public company traded on the Toronto Venture Exchange with its headquarters in
Vancouver, British Columbia.C. STEPHEN GUYER, Chief Financial Officer and Director. Mr. Guyer is a senior financial executive,
having served as Chief Financial Officer for both public and private firms. Prior to joining
Colorado Goldfields, he was a founder and Chief Financial Officer of Antelope Technologies, Inc., a
privately-held international high-technology manufacturing venture with offices in both the USA and
Switzerland. Mr. Guyer has also served as Chief Financial Officer for TCOM Ventures, Staff
Administrators and the Moore Companies. Mr. Guyer was Chief Credit Officer for Monaco Finance and
a divisional vice-president for a subsidiary of British Petroleum, and the former United Cable
Television Corporation (now a part of
COMCAST). Mr. Guyer holds an MBA, Finance, and Master of Arts, University of Denver, both with
honors, a BA, Metropolitan State College, Magna Cum Laude, and BS, McPherson College.  51




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##### Table of Contents



BEVERLY E. RICH, Director. Ms. Rich has been the Treasurer for San Juan County, Colorado since
1990. She also serves as the Democratic Party Chairperson for San Juan County, Colorado and is the
Democratic Chairperson for the 6th Senatorial District in Colorado. She is also
Chairperson for the San Juan County Historical Society, a board she has sat upon since 1980. She
also serves on the board or is a member of the Red Mountain Task Force, San Juan Regional Planning
Commission, Colorado County Treasurers Association, Colorado Public Trustees Association,
National Historic Landmarks Stewards Association, Colorado Preservation, Inc., and the Silverton
Chamber of Commerce. Ms. Rich graduated from Fort Lewis College in Durango, Colorado and is a
Certified County Treasurer, certified by the Colorado County Treasurers Association and Colorado
State University.NORMAN J. SINGER, Director. Since 2006 Mr. Singer has been an independent investor in the oil and
gas sector, having previously served as a senior consultant to a publicly traded oil company
assisting the firm with their Turkish drilling program and assembling a U.S. based acreage
position. From 1978 to 2004, Mr. Singer was with the Usaha Tegas Group of Companies, a $5 billion
diversified multi-national enterprise. While with the Usaha Tegas Group, Mr. Singer opened two new
energy related subsidiaries in Houston, Texas, and Tulsa, Oklahoma. He was later Chairman of the
Groups U.S. energy activities and its diversified acquisitions program. Mr. Singer was Senior Vice
President, General Counsel and Director for Oceanic Exploration Company in Denver, Colorado.
Additionally, he served as legal and economic advisor to the Ministry of Finance, Dar es Salaam,
Tanzania and the U.S. State Department in Washington, D.C. Mr. Singer holds a BA in Economics from
Colgate University, an MA in International Affairs and Economics from Tufts University in
conjunction with Harvard Universitys Fletcher School of Law and Diplomacy, and an LL.B. from
Columbia University. Additionally, Mr. Singer has completed post graduate studies at the London
School of Economics. Significant Employees
  Director Independence
  Board Meetings
  Audit, Compensation and Nominating Committees
   52




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##### Table of Contents



Shareholder Communications
 ,
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Business Conduct and Ethics
 www.cologold.com/uploads/Code_of_Business_Conduct_Ethics.pdf
  53




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##### Table of Contents



Item 11.
    
    Executive Compensation
 Compensation Covered  All Executive Officers
  
 Summary Compensation Table
  Non-Equity
    
    
    NonqualifiedName
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    Deferred
    
    
    All otherand
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Plan
    
    
    Compensation
    
    
    Compen-Principal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compen-
    
    
    Earnings
    
    
    sation
    
    
    TotalPosition
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    sation
    
    
    ($)
    
    
    ($)
    
    
    ($)Lee R. Rice
    
    
    2010
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000President, CEO
    
    
    2009
    
    
    
    58,350
    
    
    
    
    
    
    
    104,331
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    162,681C. Stephen Guyer,
    
    
    2010
    
    
    
    240,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    240,000Chief Financial Officer
    
    
    2009
    
    
    
    165,000
    
    
    
    243,375
    
    
    
    136,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    544,775
 Executive Employment Agreements
 Lee R. Rice.
 C. Stephen Guyer
  54




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##### Table of Contents



Equity Compensation Plans
 2008 Stock Incentive Plan
    2008 Non-Qualified Consultants & Advisors Stock Compensation Plan
    55




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##### Table of Contents



2008 Employee & Director Stock Compensation Plan
   Outstanding Equity Awards at Fiscal Year-end.
  Stock Option Exercised
  Expense Reimbursement
  Retirement Plans and Benefits.
  Director Compensation
  Fees earned or
    
    
    Stock
    
    
    Option
    
    
    TotalName
    
    paid in cash ($)
    
    
    awards ($)
    
    
    awards ($)
    
    
    ($)Lee R. Rice
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    C. Stephen Guyer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Beverly E. Rich
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Norman Singer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  56




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##### Table of Contents



Standard Director Compensation Arrangement
  Indemnification and Limitation on Liability of Directors
     
    
    any breach of the duty of loyalty to us or our stockholders;
 
    
    acts or omissions not in good faith or that involved intentional misconduct or a
knowing violation of law;
 
    
    dividends or other distributions of corporate assets that are in contravention of
certain statutory or contractual restrictions;
 
    
    violations of certain laws; or
 
    
    any transaction from which the director derives an improper personal benefit.
  57




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##### Table of Contents



Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  Amount andNature ofName and Address of
    
    Beneficial
    
    
    Percentage ofTitle of Class
    
    Beneficial Owner
    
    Ownership
    
    
    Common StockCommon Stock
    
    C. Stephen Guyer
10920 W. Alameda Avenue, Suite 201
Lakewood, CO 80226
    
    
    258,410,244
    (1)
    
    
    10.6
    %Common Stock
    
    Lee R. Rice
10920 W. Alameda Avenue, Suite 201
Lakewood, CO 80226
    
    
    69,164,900
    (1)
    
    
    2.8
    %Common Stock
    
    Beverly E. Rich
1553 Greene Street
Silverton, CO 81433
    
    
    2,650,000
    (1)
    
    
    0.1
    %Common Stock
    
    Norman J. Singer
885 S. Garfield St.
Denver, CO 80209
    
    
    2,650,000
    (1)
    
    
    0.1
    %Common Stock
    
    All officers and directors (4 persons)
    
    
    332,875,144
    
    
    
    13.6
    %
 
 (1)
    
    All shares are owned directly.  58




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##### Table of Contents



Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
  Director Independence
   59




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##### Table of Contents



Item 14.
    
    Principal Accountant Fees and Services
  Audit Fees
   60




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##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules
   61




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##### Table of Contents



SIGNATURES
  Colorado Goldfields Inc.By:
    
    /s/ Lee R. RiceLee R. RiceChief Executive OfficerBy:
    
    /s/ C. Stephen GuyerC. Stephen GuyerChief Financial Officer & Principal
Accounting Officer
   Signature
    
    Title/s/ Lee R. Rice
    
    President, Chief Executive Officer and DirectorLee R. Rice
    
    (Principal
Executive Officer)/s/ C. Stephen Guyer
    
    Chief Financial Officer (Principal AccountingC. Stephen Guyer
    
    Officer)
and Director/s/ Beverly E. RichBeverly E. Rich
    
    Director/s/ Norman J. SingerNorman J. Singer
    
    Director
  62




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description2
    
    
    Articles of Merger between Colorado Goldfields Inc.
(surviving entity) and Garpa Resources, Inc., effective
June 18, 2007. Filed with Form 8-K dated June 20, 2007, and
incorporated herein by reference.3.2
    
    
    Amended and Restated Bylaws filed as Exhibit 3.1 to Form
8-K dated September 4, 2008 and incorporated herein by
reference.4.1
    
    
    2008 Non-Qualified Consultants & Advisors Stock
Compensation Plan. Filed as Exhibit 4.1 to the Registration
Statement on Form S-8 dated September 17, 2008 (SEC file #
333-153528) and incorporated herein by reference.10.1
    
    
    Option Agreement, Gold King, Mayflower and Mogul
Properties, between San Juan Corp., Todd C. Hennis, and
Garpa Resources, Inc., dated June 17, 2007. Filed as
Exhibit 10.1 to Form 8-K dated June 26, 2007, and
incorporated herein by reference.10.2
    
    
    Executive Employment Agreement between Garpa Resources,
Inc. and Todd C. Hennis dated June 17, 2007. Filed as
Exhibit 10.2 to Form 8-K dated June 26, 2007, and
incorporated herein by reference.10.3
    
    
    Purchase and Sale Agreement between Tusco Incorporated and
Garpa Resources, Inc. dated June 13, 2007, relating to the
Pride of the West Mill. Filed as Exhibit 10.1 to Form
8-K/A dated June 28, 2007, and incorporated herein by
reference.10.4
    
    
    Amendment to Option Agreement between San Juan Corp., Todd
C. Hennis, and Colorado Goldfields Inc. (fka Garpa
Resources, Inc.), dated November 8, 2007. Filed as Exhibit
10.1 to Form 8-K dated November 13, 2007, and incorporated
herein by reference.10.5
    
    
    Form of Private Placement Subscription Agreement (Offshore
Subscribers). Filed as Exhibit 10.1 to Form 8-K dated
November 15, 2007, and incorporated herein by reference.10.6
    
    
    Form of Private Placement Subscription Agreement (U.S.
Subscribers). Filed as Exhibit 10.2 to Form 8-K dated
November 15, 2007, and incorporated herein by reference.10.7
    
    
    Option Contract (for Royalties) between Recreation
Properties LTD., Thomas A. Warlick and Colorado Goldfields
Inc. dated December 19, 2007. Filed with the Registration
Statement on Form SB-2, filed January 11, 2008 and
incorporated herein by reference.10.8
    
    
    2008 Stock Incentive Plan. Filed as exhibit 10.11 to Form
8-K filed February 20, 2008, and incorporated herein by
reference.10.9
    
    
    Letter of Intent between Colorado Goldfields Inc. dated
March 17, 2008 and C.P. Victor Salas Gamero, Ing., Victor
Salas Martos, and Liliana Salas (Sellers) owners of 100%
of the capital stock of Besmer, S.A. de C.V. Filed as
exhibit 10.12 to Form 8-K filed March 18, 2008, and
incorporated herein by reference.10.10
    
    
    Addendum To The Letter Of Intent dated March 12, 2008.
Filed as exhibit 10.1 to Form 8-K filed May 5, 2008, and
incorporated herein by reference.10.11
    
    
    Employment Agreement: C. Stephen Guyer dated July 31, 2008.
Filed as Exhibit 10.1 to Form 8-K filed August 4, 2008,
and incorporated herein by reference.10.12
    
    
    Standby Equity Distribution Agreement dated August 29, 2008
between YA Global Investments, L.P. and Colorado Goldfields
Inc. Filed as Exhibit 10.1 to Form 8-K filed September 4,
2008, and incorporated herein by reference.10.13
    
    
    Registration Rights Agreement dated August 29, 2008 between
YA Global Investments, L.P. and Colorado Goldfields Inc.
Filed as Exhibit 10.2 to Form 8-K filed September 4, 2008,
and incorporated herein by reference.
  63




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##### Table of Contents



ExhibitNumber
    
    Description10.14
    
    
    2008 Non-Qualified Consultants & Advisors Stock
Compensation. Filed as exhibit 4.1 to Form S-8 filed on
September 17, 2008 and incorporated herein by reference.10.15
    
    
    2008 Employee and Director Stock Compensation Plan. Filed
as exhibit 10.1 to Form 8-K filed on November 14, 2008 and
incorporated herein by reference.10.16
    
    
    Employment Agreement: Lee R. Rice dated September 10, 2008.
Filed as Exhibit 10.1 to Form 8-K filed December 17, 2008,
and incorporated herein by reference.10.17
    
    
    Amendment to 2008 Non-Qualified Consultants & Advisors
Stock Compensation. Filed as exhibit 4.1 to Form S-8 filed
on January 23, 2010 and incorporated herein by reference.10.18
    
    
    Amendment to 2008 Employee and Director Stock Compensation
Plan. Filed as exhibit 4.1 to Form S-8 filed on January
23, 2010 and incorporated herein by reference.10.19
    
    
    Form RW filed with the Securities and Exchange Commission
on February 17, 2010 and incorporated herein by reference.10.20
    
    
    Amendment to 2008 Non-Qualified Consultants & Advisors
Stock Compensation. Filed as exhibit 4.1 to Form S-8 filed
on April 3, 2010 and incorporated herein by reference.10.21
    
    
    Amendment to 2008 Non-Qualified Consultants & Advisors
Stock Compensation. Filed as exhibit 4.1 to Form S-8 filed
on June 26, 2010 and incorporated herein by reference.10.22
    
    
    Employment Agreement of C. Stephen Guyer dated July 1,
2010. Filed as Exhibit 10.1 to Form 8-K filed on August 4,
2010, and incorporated herein by reference.10.23
    
    
    Amendment to 2008 Non-Qualified Consultants & Advisors
Stock Compensation. Filed as exhibit 4.1 to Form S-8 filed
on September 18, 2010 and incorporated herein by reference.10.24
    
    
    Amendment to 2008 Employee and Director Stock Compensation
Plan. Filed as exhibit 4.1 to Form S-8 filed on September
18, 2010 and incorporated herein by reference.10.25
    
    
    Mining Lease Agreement between Colorado Goldfields Inc. and
Larry H. Killian dated September 18, 2010. Filed as
Exhibit 10.1 to Form 8-K filed on September 23, 2010 and
incorporated herein by reference.10.26
    
    
    Mining Lease Agreement between Colorado Goldfields Inc. and
Frank J. Montonati and Don Laeding dated September 30,
2010. Filed as Exhibit 10.1 to Form 8-K filed on October
6, 2010 and incorporated herein by reference.10.27
    
    
    Amendment to 2008 Non-Qualified Consultants & Advisors
Stock Compensation. Filed as exhibit 4.1 to Form S-8 filed
on December 21, 2009 and incorporated herein by reference.10.28
    
    
    Amendment to 2008 Employee and Director Stock Compensation
Plan. Filed as exhibit 4.1 to Form S-8 filed on April 23,
2010 and incorporated herein by reference.10.29
    
    
    Amendment to 2008 Non-Qualified Consultants & Advisors
Stock Compensation. Filed as exhibit 4.1 to Form S-8 filed
on October 4, 2010 and incorporated herein by reference.10.30
    
    
    Amendment to 2008 Employee and Director Stock Compensation
Plan. Filed as exhibit 4.1 to Form S-8 filed on October 4,
2010 and incorporated herein by reference.14
    
    
    Code of Business Conduct and Ethics. Filed as Exhibit 14 to
Form 8-K filed February 20, 2008, and incorporated herein
by reference.23.1
    
    
    Consent of GHP Horwath, P.C.*31.1
    
    
    Certification Pursuant to Rule 13A-14 or 15D-14 of the
Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 signed by the
Principal Executive Officer*31.2
    
    
    Certification Pursuant to Rule 13A-14 or 15D-14 of the
Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 signed by the
Principal Financial Officer*32.1
    
    
    Certification Required by 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 signed by Principal Executive Officer,*32.2
    
    
    Certification Required by 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 signed by Chief Financial Officer*
 
 *
    
    Filed herewith.  64