##### 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, 2011
 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
(State or other jurisdiction of 
incorporation or organization)
    
    20-0716175
(I.R.S. Employer
Identification No.)10920 West Alameda Avenue, Suite 201 Lakewood, CO
(Address of principal executive offices)
    
    80226
(Zip Code)
 (303) 984-5324
  Class A Common Stock, $0.001 par value
 Yes o No þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ
  Class
    
    Shares Outstanding at November 22, 2011Class A Common Stock, $0.001 Par Value
    
    9,704,203,671Class B Common Stock
(Restricted), $0.001 Par Value
    
    490,371,533
 DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PART I
    
    
    1Item 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    8Risks Relating to Our Company
    
    
    8Risks Associated with Our Common Stock in General
    
    
    12Item 2. Properties
    
    
    15Pride of the West Mill
    
    
    15The Pay Day and Rage Mining Claims
    
    
    18The Brooklyn Mine
    
    
    19The King Solomon Mine
    
    
    21Item 3. Legal Proceedings
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    25PART II
    
    
    26Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    26Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    30Item 8. Financial Statements and Supplementary Data
    
    
    35Balance Sheets
    
    
    36Statements of Operations
    
    
    37Statements of Cash Flows
    
    
    38Statements of Stockholders (Deficit) Equity
    
    
    39Notes to the Financial Statements
    
    
    40Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    55Item 9A. Controls and Procedures
    
    
    56PART III
    
    
    57Item 10. Directors, Executive Officers and Corporate Governance
    
    
    57Item 11. Executive Compensation
    
    
    60Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    64Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    65Item 14. Principal Accountant Fees and Services
    
    
    66PART IV
    
    
    67Item 15. Exhibits and Financial Statement Schedules
    
    
    67SIGNATURES
    
    
    68EXHIBIT INDEX
    
    
    69EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2
   iii




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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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##### Table of Contents



Item 1.
    
    Business
 Background
   Our Business
   1.
    
    The Pride of the West Mill, Silverton, Colorado
 2.
    
    Pay Day and Rage Uranium Claim Group, Monticello, Utah
 3.
    
    Brooklyn Mine, San Juan County, Colorado
 4.
    
    King Solomon Mine, San Juan County, Colorado
 Item 2. Properties,
      3




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Recent Events
   rd Item 2. Properties
 Item 8.
Notes to the Financial Statements
 Competitive Business Conditions
   4




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General Government Regulations
 Federal Lands.
 Mining Operations .
  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
  http://mining.state.co.us/rulesregs/Rulemaking%20SBP%20Final%20Draft.pdf
   http://www.msha.gov/regsinfo.htm
  5




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Environmental Laws .
  Comprehensive Environmental Response, Compensation, and Liability Act of 1980
 Resource Conservation and Recovery Act
 Clean Air Act
 Clean Water Act Clean Water Act
 National Environmental Policy Act
 Endangered Species Act
  6




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Employees
  1.
    
    Lee R. Rice, President Chief Executive Officer, and Director
 2.
    
    C. Stephen Guyer, Chief Financial Officer and Director
 3.
    
    John Ferguson, Director of Operations
 Item 11 Executive Compensation
 Office Facilities
   7




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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, .
 The feasibility of mineral extraction on the CGFI Mineral Properties has not been established;
as we have not completed exploration or other work necessary to determine if it is commercially
feasible to develop the properties.
 See Item 2 Properties of this Report
for more information regarding our mining assets
  8




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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.
     9




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Historical production of gold at the Brooklyn, King Solomon, and Pay Day and Rage Claim Group
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.
   10




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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 Mineral Properties are subject to royalties on production.
  Weather interruptions in the San Juan County, Colorado area may delay or prevent exploration
on the CGFI Mineral Properties
  Our industry is highly competitive, attractive mineral lands are scarce and we may not be able
to obtain quality properties.
   11




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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 Over the Counter markets 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.
   12




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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.
  Because the SEC imposes additional sales practice requirements on brokers who deal in shares
of penny stocks, some brokers may be unwilling to trade our securities. This means that you may
have difficulty reselling your shares, which may cause the value of your investment to decline.
   13




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Although DTC eligible, our stock is chilled for deposits at DTCC, and the National
Securities Clearing Corporation has exited our stock from the Continuous Net Settlement System,
therefore, trades are executed and cleared on a trade for trade basis in certificate form .
  A decline in the price of our common stock could affect our ability to raise further working
capital, it may adversely impact our ability to continue operations and we may go out of business.
  We have never paid a cash dividend on our common stock and we do not anticipate paying any in
the foreseeable future.
  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.
   14




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Item 2.
    
    Properties
 
 Pride of the West Mill
         15




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
    
    Mill building;
 
    
    Laboratory building;
 
    
    Ore stockpile area;
 
    
    Leach plant building;
 
    
    River protection dike;
 
    
    Procedures for custom or toll milling.
    
    
    Providing improved long term geotechnical stability of the tailings disposal area;
 
    
    Reducing concerns about potential seismic activity;
 
    
    Greatly reduce environmental risks of contamination of ground and surface water;
 
    
    Making overall compliance with environmental regulations much more efficient and
straight forward.
  
    
    Smaller environmental footprint for tailings disposal area;
 
    
    Smaller operating area at any one time, which is easier to manage;
 
    
    Vastly improved management of tailing disposal operations during winter season, which
is approximately 7 months of the year;
 
    
    Facilitates the ability to use tailings for mine backfill to improve underground ore
extraction efficiency and reduce need for additional tailings disposal area;
 
    
    Conserves water use in the milling process;
 
    
    Lower long-term environmental liability from possible failure of conventional tailings
dam structures.
     16




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
    
    Proper closure of the test wells and pits will prevent cross-contamination of ground
water resources.
 
    
    Relocation of the Mine Dump Rock above any potential ground water levels will protect
background ground water quality from degradation from leaching from the Mine Dump Rock.
 
    
    Capping and re-vegetation of the Upper and Lower Tailings Ponds and the mill drain pond
area will reduce fugitive dust emissions. Further, it will reduce leaching of residual
metals contained in mill tailings from oxygenated rain and snowmelt water sources. This
will result in a reduction of metals loading to ground water resources.
     17




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The Pay Day and Rage Mining Claims
      18




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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.  19




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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. The first two years of work have been combined are currently due by
February 29, 2012.
 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.
  20




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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.
  21




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The Silver Wing Mine
 On May 16, 2011, we issued One Million (1,000,000) Restricted Shares of Colorado Goldfields
Inc. Class A Common Stock to accept assignment of an Option Contract for Sale and Purchase of the
Silver Mine.
    22




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Item 3.
    
    Legal Proceedings
 Pride of the West Mill Proceedings
  San Juan Properties and Hennis Proceedings
        23




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Former Law Firm Litigation
  Other Legal Matters
     24




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Item 4.
    
    Submission of Matters to a Vote of Security Holders
   25




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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
    
    
    
    0.0009August 31, 2011First Quarter
    
    $
    0.0029
    
    
    $
    0.0007Second Quarter
    
    
    0.001
    
    
    
    0.0009Third Quarter
    
    
    0.001
    
    
    
    0.0006Fourth Quarter
    
    
    0.0008
    
    
    
    0.0004
 
 *
    
    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.  26




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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;
  27




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##### Table of Contents




    
    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.
  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 22, 2011Equity 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.
    
    
    
    
    
    
    
    
    
    
    4,544,0572008 Stock
Compensation Plan
    
    
    
    
    
    
    
    
    
    
    2,418,712,167
    28




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##### Table of Contents



2008 Non-Qualified Consultants & Advisors Stock Compensation Plan
  2008 Employee & Director Stock Compensation Plan
   Transfer Agent
  Issuer purchase of equity securities
   29




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Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
   
    
    Results 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 2012;
 
    
    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.
  Results and Plan of Operation
    Item 2. Properties
  30




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Item 2. Properties
 
    
    Mill building;
 
    
    Laboratory building;
 
    
    Ore stockpile area;
 
    
    Leach plant building;
 
    
    River protection dike;
 
    
    Procedures for custom or toll milling.
     Liquidity and Capital Resources
     31




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Results of Operations
  Year Ended August 31, 2011 Compared to Year Ended August 31, 2010
       32




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Item 3. Legal Proceedings
 Critical Accounting Policies
  Exploration and Development Costs
 Long-lived Assets
  33




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Property Retirement Obligation
 Mining Rights
 Derivatives
 Recent Accounting Pronouncements
 Improving Disclosures about Fair Value Measurements
 Comprehensive Income (Topic 220)  Presentation of
Comprehensive Income
  34




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##### Table of Contents



Item 8.
    
    Financial Statements and Supplementary Data
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
  35




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Colorado Goldfields Inc. (An Exploration Stage Company)
 
 Balance Sheets
 August 31,
    
    
    August 31,2011
    
    
    2010ASSETSCurrent AssetsCash
    
    $
    11,838
    
    
    $
    20,019Prepaid expenses and other
    
    
    88,823
    
    
    
    18,459Total Current Assets
    
    
    100,661
    
    
    
    38,478Non-Current AssetsProperty, plant and equipment, net (Note 3)
    
    
    1,605,878
    
    
    
    1,660,015Mining rights and claims (Note 4)
    
    
    294,722
    
    
    
    280,556Restricted cash (Note 3)
    
    
    515,428
    
    
    
    318,154Deferred financing costs
    
    
    28,805
    
    
    
    13,206Other
    
    
    11,520
    
    
    
    11,520Total Non-Current Assets
    
    
    2,456,353
    
    
    
    2,283,451Total Assets
    
    $
    2,557,014
    
    
    $
    2,321,929LIABILITIES AND STOCKHOLDERS DEFICITCurrent LiabilitiesAccounts payable
    
    $
    253,453
    
    
    $
    317,149Accrued liabilities
    
    
    1,023,340
    
    
    
    507,140Convertible debt, less unamortized discount of $285,693 (2011)and $126,238 (2010), (Note 7)
    
    
    153,605
    
    
    
    23,762Derivative liabilities (Note 8)
    
    
    529,146
    
    
    
    140,284Notes payable, including accrued interest  related parties (Note 5)
    
    
    320,521
    
    
    
    280,600Promissory note payable, including accrued interest (Note 6)
    
    
    
    
    
    
    75,754Mortgage notes payable, including accrued interest (Note 3)
    
    
    453,575
    
    
    
    807,896Total Current Liabilities
    
    
    2,733,640
    
    
    
    2,152,585Non-Current LiabilitiesNotes payable, including accrued interest  related parties (Note 5)
    
    
    
    
    
    
    31,979Asset retirement obligation
    
    
    656,570
    
    
    
    612,550Total Non-Current Liabilities
    
    
    656,570
    
    
    
    644,529Total Liabilities
    
    
    3,390,210
    
    
    
    2,797,114Contingencies and Commitments (Note 13)Stockholders Deficit (Note 9)Class A common stock, 15,000,000,000 shares authorized, $0.001 par value;
7,770,773,405 and 1,773,286,964 issued and outstanding, respectively
    
    
    7,712,512
    
    
    
    1,715,026Class B common stock, 500,000,000 shares authorized, $0.001 par value;
490,371,533 and 40,744,353 shares issued and outstanding, respectively
    
    
    
    
    
    
    Additional paid in capital
    
    
    10,629,290
    
    
    
    10,821,393Donated capital
    
    
    29,250
    
    
    
    29,250Deficit accumulated during the exploration stage
    
    
    (19,204,248
    )
    
    
    (13,040,854
    )Total Stockholders Deficit
    
    
    (833,196
    )
    
    
    (475,185
    )Total Liabilities and Stockholders Deficit
    
    $
    2,557,014
    
    
    $
    2,321,929
   36




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##### Table of Contents



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, 2011
    
    
    August 31, 2010
    
    
    August 31, 2011Revenue
    
    $
    
    
    
    $
    
    
    
    $
    Operating expensesDonated rent
    
    
    
    
    
    
    
    
    
    
    9,750Donated services
    
    
    
    
    
    
    
    
    
    
    19,500General and administrative
    
    
    2,820,984
    
    
    
    2,619,760
    
    
    
    12,502,560Mineral property and exploration costs
    
    
    711,122
    
    
    
    567,927
    
    
    
    2,597,068Professional fees
    
    
    359,536
    
    
    
    270,452
    
    
    
    1,520,998Total operating expenses
    
    
    (3,891,642
    )
    
    
    (3,458,139
    )
    
    
    (16,649,876
    )Other income (expense)Other income
    
    
    22,119
    
    
    
    26,033
    
    
    
    102,941Interest income
    
    
    647
    
    
    
    1,907
    
    
    
    33,781Gain on derivative liabilities
    
    
    365,735
    
    
    
    10,789
    
    
    
    376,524Interest expense
    
    
    (2,660,253
    )
    
    
    (241,008
    )
    
    
    (3,067,618
    )Total other expense
    
    
    (2,271,752
    )
    
    
    (202,279
    )
    
    
    (2,554,372
    )Net Loss
    
    $
    (6,163,394
    )
    
    $
    (3,660,418
    )
    
    $
    (19,204,248
    )Net Loss Per Common Share  Basic and Diluted
    
    
    *
    
    
    
    *Weighted Average Number of Common Shares
Outstanding
    
    
    3,927,613,802
    
    
    
    1,186,999,066
 *
    
    Amount is less than $(0.01) per share.   37




---



##### 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, 2011
    
    
    August 31, 2010
    
    
    August 31, 2011Cash Flows Used in Operating Activities:Net loss
    
    $
    (6,163,394
    )
    
    $
    (3,660,418
    )
    
    $
    (19,204,248
    )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
    
    
    2,512,402
    
    
    
    88,767
    
    
    
    2,601,169Depreciation and amortization
    
    
    32,039
    
    
    
    38,321
    
    
    
    130,464Gain on derivative liabilities
    
    
    (365,735
    )
    
    
    (10,789
    )
    
    
    (376,524
    )Impairment of mining rights
    
    
    135,834
    
    
    
    126,944
    
    
    
    262,778Stock issued for services
    
    
    2,368,137
    
    
    
    2,189,801
    
    
    
    9,411,461Stock-based compensation  options
    
    
    
    
    
    
    
    
    
    
    899,303Accrued interest on debt
    
    
    107,483
    
    
    
    101,850
    
    
    
    310,379Accretion expense on asset retirement obligation
    
    
    44,020
    
    
    
    41,050
    
    
    
    156,570Gain on sale of property, plant and equipment
    
    
    (20,802
    )
    
    
    (13,716
    )
    
    
    (73,757
    )Change in operating assets and liabilities:Increase in restricted cash
    
    
    (197,274
    )
    
    
    
    
    
    
    (515,428
    )(Increase) decrease in prepaid expenses and other
    
    
    (14,214
    )
    
    
    5,009
    
    
    
    (14,214
    )Increase in accounts payable
    
    
    430,053
    
    
    
    393,412
    
    
    
    1,599,088Increase in accrued liabilities
    
    
    511,969
    
    
    
    401,529
    
    
    
    1,019,108(Increase) decrease in other assets
    
    
    
    
    
    
    2,000
    
    
    
    (11,520
    )Net cash used in operating activities
    
    
    (619,482
    )
    
    
    (296,240
    )
    
    
    (3,776,121
    )Cash Flows from Investing Activities:Proceeds from sale of property, plant and equipment
    
    
    42,900
    
    
    
    15,000
    
    
    
    202,400Acquisition of property, plant and equipment
    
    
    
    
    
    
    
    
    
    
    (717,736
    )Net cash provided by (used in) investing activities
    
    
    42,900
    
    
    
    15,000
    
    
    
    (515,336
    )Cash Flows from Financing Acitvities:Advances received
    
    
    
    
    
    
    
    
    
    
    405,733Repayment of advances
    
    
    
    
    
    
    
    
    
    
    (405,733
    )Proceeds from notes from related parties
    
    
    
    
    
    
    195,700
    
    
    
    581,452Repayment of advances from related party
    
    
    (10,544
    )
    
    
    
    
    
    
    (20,596
    )Proceeds from note payable
    
    
    
    
    
    
    
    
    
    
    100,000Repayment of notes payable
    
    
    (513,704
    )
    
    
    (75,000
    )
    
    
    (688,704
    )Proceeds from issuance of convertible debt
    
    
    1,218,977
    
    
    
    200,000
    
    
    
    1,418,977Loan acquisition costs
    
    
    (126,898
    )
    
    
    (20,000
    )
    
    
    (146,898
    )Proceeds from exercise of warrants
    
    
    570
    
    
    
    
    
    
    
    570Net proceeds from issuance of common stock
    
    
    
    
    
    
    
    
    
    
    3,058,494Net cash provided by financing activities
    
    
    568,401
    
    
    
    300,700
    
    
    
    4,303,295(Decrease) increase in cash
    
    
    (8,181
    )
    
    
    19,460
    
    
    
    11,838Cash  Beginning of Period
    
    
    20,019
    
    
    
    559
    
    
    
    Cash  End of Period
    
    $
    11,838
    
    
    $
    20,019
    
    
    $
    11,838Supplemental Disclosures:Interest paid
    
    $
    16,459
    
    
    $
    6,736
    
    
    $
    94,781Income taxes paid
    
    $
    
    
    
    $
    
    
    
    $
    Non-cash investing and financing activities:Exchange of accounts payable for debt
    
    $
    30,742
    
    
    $
    
    
    
    $
    166,036Issuance of common stock to satisfy accounts payable
    
    $
    459,024
    
    
    $
    343,828
    
    
    $
    1,172,867Issuance of common stock for prepaid expenses
    
    $
    191,140
    
    
    $
    79,940
    
    
    $
    528,579Issuance of common stock for mining rights
    
    $
    150,000
    
    
    
    407,500
    
    
    $
    557,500Exchange of convertible debt for common shares
    
    $
    2,771,502
    
    
    $
    107,136
    
    
    $
    2,878,638Exchange of property, plant and equipment for
accounts payable
    
    $
    
    
    
    $
    
    
    
    $
    2,750Forgiveness of related party debt and accrued interest
    
    $
    
    
    
    $
    
    
    
    $
    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
   38




---



##### 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, 2011
 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)
    
    
    11,386,180
    
    
    
    11,386
    
    
    
    
    
    
    
    
    
    
    
    2,990,858
    
    
    
    
    
    
    
    
    
    
    
    3,002,244Shares issued for services
    
    
    9,829,440
    
    
    
    9,829
    
    
    
    
    
    
    
    
    
    
    
    859,910
    
    
    
    
    
    
    
    
    
    
    
    869,739Stock-based compensation  options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    370,282,860
    
    
    
    370,283
    
    
    
    
    
    
    
    
    
    
    
    3,871,000
    
    
    
    
    
    
    
    
    
    
    
    4,241,283Issuance of common stock to satisfy accounts payable
    
    
    29,389,147
    
    
    
    29,389
    
    
    
    
    
    
    
    
    
    
    
    340,626
    
    
    
    
    
    
    
    
    
    
    
    370,015Stock-based compensation  options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,094
    
    
    
    
    
    
    
    
    
    
    
    4,094Stock issued to beneficial owners of Class A Common Stock
    
    
    
    
    
    
    
    
    
    
    35,732,285
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forgiveness of related party debt and accrued interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    921,203,109
    
    
    
    921,203
    
    
    
    
    
    
    
    
    
    
    
    1,029,557
    
    
    
    
    
    
    
    
    
    
    
    1,950,760Issuance of common stock to satisfy accounts payable
    
    
    144,810,731
    
    
    
    144,811
    
    
    
    
    
    
    
    
    
    
    
    199,017
    
    
    
    
    
    
    
    
    
    
    
    343,828Shares issued for mining rights
    
    
    125,000,000
    
    
    
    125,000
    
    
    
    
    
    
    
    
    
    
    
    282,500
    
    
    
    
    
    
    
    
    
    
    
    407,500Shares issued for convertible debt
    
    
    46,874,997
    
    
    
    46,875
    
    
    
    
    
    
    
    
    
    
    
    60,261
    
    
    
    
    
    
    
    
    
    
    
    107,136Stock issued to beneficial owners of Class A Common Stock
    
    
    
    
    
    
    
    
    
    
    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
    )Shares issued for services (Note 9)
    
    
    3,016,771,036
    
    
    
    3,016,771
    
    
    
    
    
    
    
    
    
    
    
    (592,484
    )
    
    
    
    
    
    
    
    
    
    
    2,424,287Issuance of common stock to satisfy accounts payable (Note 9)
    
    
    583,549,464
    
    
    
    583,549
    
    
    
    
    
    
    
    
    
    
    
    (124,525
    )
    
    
    
    
    
    
    
    
    
    
    459,024Shares issued for convertible debt (Note 9)
    
    
    2,147,165,941
    
    
    
    2,147,166
    
    
    
    
    
    
    
    
    
    
    
    624,336
    
    
    
    
    
    
    
    
    
    
    
    2,771,502Shares issued for mining rights (Note 4)
    
    
    250,000,000
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    (100,000
    )
    
    
    
    
    
    
    
    
    
    
    150,000Stock issued to officers (Note 9)
    
    
    
    
    
    
    
    
    
    
    449,623,244
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Class B warrants exercised and shares issued (Note 9)
    
    
    
    
    
    
    
    
    
    
    3,936
    
    
    
    
    
    
    
    570
    
    
    
    
    
    
    
    
    
    
    
    570Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,163,394
    )
    
    
    (6,163,394
    )Balances  August 31, 2011
    
    
    7,770,773,405
    
    
    $
    7,712,512
    
    
    
    490,371,533
    
    
    $
    
    
    
    $
    10,629,290
    
    
    $
    29,250
    
    
    $
    (19,204,248
    )
    
    $
    (833,196
    )
   39




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##### Table of Contents



Colorado Goldfields Inc. (An Exploration Stage Company)
 
 Notes to the Financial Statements
 August 31, 2011
 1.
    
    Organization, Nature of Business, Going Concern and Managements Plans
 Organization and Nature of Business
  Going Concern and Managements Plans
       40




---



##### Table of Contents



2.
    
    Summary of Significant Account Policies
 Basis of Presentation
  Use of Estimates
  Basic and Diluted Net Loss Per Share
   41




---



##### Table of Contents



August 31, 2011
    
    
    August 31, 2010Class B Common Stock
    
    
    490,371,533
    
    
    
    40,744,353Class B warrants
    
    
    
    
    
    
    40,744,353Convertible debt
    
    
    1,399,185,672
    
    
    
    254,515,600
 Comprehensive Income (Loss)
  Cash
  Mineral Property and Exploration Costs
  Mineral property and exploration costs
  Mining Rights
   42




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##### Table of Contents



Long-Lived Assets
   Fair Value Measurements
       Level 1
    
    
    Level 2
    
    
    Level 3Restricted cash (time deposits)
    
    
    
    
    
    $
    515,428
    
    
    
    Derivative liabilities
    
    
    
    
    
    $
    529,146
    
    
    
    
   43




---



##### Table of Contents



Income Taxes
    Asset Retirement Obligation
  Recent accounting pronouncements
 Improving Disclosures about Fair Value Measurements
 Comprehensive Income (Topic 220) 
Presentation of Comprehensive Income
  44




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##### Table of Contents



3.
    
    Property, Plant and Equipment
      August 31, 2011
    
    
    August 31, 2010Computer equipment
    
    $
    2,118
    
    
    $
    2,118Mine and drilling equipment
    
    
    77,150
    
    
    
    111,250Mobile mining equipment
    
    
    28,400
    
    
    
    61,519Land and mill
    
    
    1,567,176
    
    
    
    1,567,1761,674,844
    
    
    
    1,742,063Less accumulated depreciation
    
    
    (68,966
    )
    
    
    (82,048
    )$
    1,605,878
    
    
    $
    1,660,015
   45




---



##### Table of Contents



4.
    
    Mineral property rights
 King Solomon Mine
  Brooklyn Mine
  Utah Uranium Claims
  The Silver Wing Mine
   46




---



##### Table of Contents



5.
    
    Notes payable  related parties
  6.
    
    Promissory note payable
  7.
    
    Convertible notes
 Delaware Partnership Investor
    47




---



##### Table of Contents



New York Private Investors
   Conversion of accounts payable
   48




---



##### Table of Contents



8.
    
    Derivative Liabilities
 Embedded Derivatives Contracts in Entitys Own Equity
  Year ended
    
    Year endedAugust 31, 2011
    
    August 31, 2010Expected term
    
    2 to 12 months
    
    71/2 to 12 monthsVolatility
    
    157%766%
    
    139%166%Risk-free interest rate
    
    0.02  0.31%
    
    0.19  0.38%Dividend yield
    
    0%
    
    0%
  Balance at September 1, 2010
    
    $
    140,284Issuance of derivative liabilities
    
    
    2,551,946Derecognition of derivative liabilities related to
conversion of convertible debt
    
    
    (1,785,686
    )Derecognition of derivative liabilities related to
paydown of convertible debt
    
    
    (11,663
    )Gain on derivative liabilities
    
    
    (365,735
    )Balance at August 31, 2011
    
    $
    529,146
 9.
    
    Stockholders Equity
 Fiscal 2010 Common Stock Transactions
    49




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##### Table of Contents



Fiscal Year 2011 Common Stock Transactions
 Class A Common Stock
       50




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##### Table of Contents



Class B Common Stock
      Common Stock Transactions Subsequent to August 31, 2011
  10.
    
    Transactions with Former President and CEO
   11.
    
    Income Taxes
  2011
    
    
    2010Expected income tax benefit at statutory rate
    
    $
    2,157,188
    
    
    $
    1,281,146State taxes
    
    
    154,085
    
    
    
    91,510Permanent differences
    
    
    (767,905
    )
    
    
    (25,980
    )Other
    
    
    (28,958
    )
    
    
    (8,077
    )Change in valuation allowance
    
    
    (1,514,410
    )
    
    
    (1,338,599
    )Income tax benefit
    
    $
    
    
    
    $
    
  51




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##### Table of Contents



2011
    
    
    2010Net operating loss
    
    $
    4,647,527
    
    
    $
    3,477,397Property, plant and equipment
    
    
    630,959
    
    
    
    499,108Stock-based compensation
    
    
    1,089,502
    
    
    
    877,073Deferred tax assets
    
    
    6,367,988
    
    
    
    4,853,578Valuation allowance
    
    
    (6,367,988
    )
    
    
    (4,853,578
    )Net deferred tax assets
    
    $
    
    
    
    $
    
  12.
    
    Litigation
  San Juan Properties and Hennis Proceedings
    52




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##### Table of Contents



Other Legal Matters
    53




---



##### Table of Contents



13.
    
    Commitments and contingencies
   54




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##### Table of Contents



Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
   55




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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.
    56




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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
    
    
    67
    
    
    July 2008
    
    Director, President and CEOC. Stephen Guyer 
10920 W. Alameda Ave.
Suite 201
Lakewood, CO 80226
    
    
    58
    
    
    February 2008
    
    Director and CFOBeverly E. Rich2
1553 Greene St.
Silverton, CO 81433
    
    
    60
    
    
    July 2007
    
    DirectorNorman J. Singer 
885 S. Garfield St.
Denver, CO 80209
    
    
    70
    
    
    September 2008
    
    Director
   
 2
    
    Director Rich resigned on September 29, 2011
for personal reasons. The Board of Directors is not actively seeking a
replacement.  57




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##### Table of Contents



th
  Significant Employees
  Director Independence
  Board Meetings
   58




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##### Table of Contents



Audit, Compensation and Nominating Committees
    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
  59




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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
    
    
    2011
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000President, CEO
    
    
    2010
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000C. Stephen Guyer,
    
    
    2011
    
    
    
    250,000
    
    
    
    70,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    320,000Chief Financial Officer
    
    
    2010
    
    
    
    240,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    240,000
 Executive Employment Agreements
 Lee R. Rice.
 C. Stephen Guyer
  60




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##### Table of Contents



Equity Compensation Plans
 2008 Stock Incentive Plan
    2008 Non-Qualified Consultants & Advisors Stock Compensation Plan
   2008 Employee & Director Stock Compensation Plan
   61




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##### Table of Contents



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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Standard Director Compensation Arrangement
   62




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##### Table of Contents



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.
  63




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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
    
    Lee R. Rice
    
    
    19,862,700
    (1)
    
    
    0.2
    %10920 W. Alameda Avenue, Suite 201Lakewood, CO 80226Common Stock
    
    C. Stephen Guyer
    
    
    101,219,944
    (1)
    
    
    1.0
    %10920 W. Alameda Avenue, Suite 201Lakewood, CO 80226Common Stock
    
    Beverly E. Rich
    
    
    2,650,000
    (1)(2)
    
    
    0.0
    %1553 Greene StreetSilverton, CO 81433Common Stock
    
    Norman J. Singer
    
    
    2,650,000
    (1)
    
    
    0.0
    %885 S. Garfield St.Denver, CO 80209Common Stock
    
    All officers and directors (4 persons)
    
    
    126,382,644
    
    
    
    1.3
    %
 
 (1)
    
    All shares are owned directly.(2)
    
    Ms. Rich resigned as a director on September 29, 2011.  64




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##### Table of Contents



Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
   Director Independence
 1
 
 1
    
    Beverly Rich resigned as a director on September 29, 2011.  65




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##### Table of Contents



Item 14.
    
    Principal Accountant Fees and Services
  Audit Fees
   66




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##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules
   67




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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

Lee R. Rice
    
    President, Chief Executive Officer and Director (Principal
Executive Officer)/s/ C. Stephen Guyer

C. Stephen Guyer
    
    Chief Financial Officer (Principal
Accounting Officer) and Director/s/ Norman J. Singer

Norman J. Singer
    
    Director
  68




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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.3.1
    
    
    Amended and Restated Bylaws filed as Exhibit 3.1 to Form 8-K
dated September 4, 2008 and incorporated herein by reference.3.2
    
    
    Amendment to Articles of Incorporation as Exhibit A to
Schedule 14C dated November 4, 2010 and incorporated herein
by reference.3.3
    
    
    Amendment to Articles of Incorporation as Exhibit A to
Schedule 14C dated March 9, 2011 and incorporated herein by
reference.10.1
    
    
    Amendment to 2008 Non-Qualified Consultants & Advisors Stock
Compensation. Filed as exhibit 4.1 to Form S-8 filed on
January 23, 2009 and incorporated herein by reference.10.2
    
    
    Amendment to 2008 Employee and Director Stock Compensation
Plan. Filed as exhibit 4.1 to Form S-8 filed on January 23,
2009 and incorporated herein by reference.10.3
    
    
    Form RW filed with the Securities and Exchange Commission on
February 17, 2009 and incorporated herein by reference.10.4
    
    
    Amendment to 2008 Non-Qualified Consultants & Advisors Stock
Compensation. Filed as exhibit 4.1 to Form S-8 filed on
April 3, 2009 and incorporated herein by reference.10.5
    
    
    Amendment to 2008 Non-Qualified Consultants & Advisors Stock
Compensation. Filed as exhibit 4.1 to Form S-8 filed on June
26, 2009 and incorporated herein by reference.10.6
    
    
    Employment Agreement of C. Stephen Guyer dated July 1, 2009.
Filed as Exhibit 10.1 to Form 8-K filed on August 4, 2009,
and incorporated herein by reference.10.7
    
    
    Amendment to 2008 Non-Qualified Consultants & Advisors Stock
Compensation. Filed as exhibit 4.1 to Form S-8 filed on
September 18, 2009 and incorporated herein by reference.10.8
    
    
    Amendment to 2008 Employee and Director Stock Compensation
Plan. Filed as exhibit 4.1 to Form S-8 filed on September
18, 2009 and incorporated herein by reference.10.9
    
    
    Mining Lease Agreement between Colorado Goldfields Inc. and
Larry H. Killian dated September 18, 2009. Filed as Exhibit
10.1 to Form 8-K filed on September 23, 2009 and incorporated
herein by reference.10.10
    
    
    Mining Lease Agreement between Colorado Goldfields Inc. and
Frank J. Montonati and Don Laeding dated September 30, 2009.
Filed as Exhibit 10.1 to Form 8-K filed on October 6, 2009
and incorporated herein by reference.10.11
    
    
    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.10.12
    
    
    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.
  69




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##### Table of Contents



ExhibitNumber
    
    Description10.13
    
    
    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.10.14
    
    
    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.10.15
    
    
    Amendment to 2008 Employee and Director Stock Compensation
Plan. Filed as exhibit 4.1 to Form S-8 filed on June 14,
2011 and incorporated herein by reference.10.16
    
    
    Employment Agreement of C. Stephen Guyer dated July 1, 2011.
Filed as Exhibit 10.2 to Form 8-K filed on June 17, 2011, and
incorporated herein by reference.10.17
    
    
    Purchase Agreement dated as of June 13, 2011, between Algae
Farm (USA), Inc. and Colorado Goldfields Inc, filed as
exhibit 10.1 to Form 8-K filed on June 17, 2011, 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.  70