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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): February 9, 2009</B>

<P style="font-size: 24pt" align="center"><B>COLORADO GOLDFIELDS
INC.<BR>
</B><FONT style="font-size: 10pt">(Exact name of registrant as
specified in its charter) </FONT>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>Nevada</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>000-51718</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>20-0716175</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

</TABLE>
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cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>10920 West Alameda Avenue,
Suite 207<BR>
Lakewood, CO<BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>80226</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

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<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(303) 984-5324</B>
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cellpadding="0" width="30%" border="0">

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  <TD width="100%">&nbsp;</TD>
 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>N/A<BR>
</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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<P style="font-size: 10pt" align="left"><B>Item 5.02 Departure of Directors or Principal Officers.</B>

<P style="font-size: 10pt; text-indent: 4%" align="left">On February&nbsp;9,
2009, Eric O. Owens resigned his position as a Director. The Board of Directors
will not immediately seek a replacement for Mr.&nbsp;Owens.

<P style="font-size: 10pt; text-indent: 4%" align="left">As of February&nbsp;9,
2009, The Colorado Goldfields Inc. Board of Directors consists of:

<P style="font-size: 10pt" align="left"><B>Lee R. Rice &#8212; President and
Chief Executive Officer, Director</B>

<P style="font-size: 10pt; text-indent: 4%" align="left">Mr.&nbsp;Rice is an
experienced geological engineer, having worked as a geologist and engineer in
the natural resources industry since 1970. Since 1990, Mr.&nbsp;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 &amp; gas,
geology, and chemistry. Prior to this, Mr.&nbsp;Rice held various geological,
engineering and management positions with the U.S. Bureau of Mines and private
industry. Mr.&nbsp;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.&nbsp;Rice has been a Registered Professional Engineer in
Colorado for more than 30&nbsp;years and is a Registered Member of the Society
of Mining, Metallurgy and Exploration. Mr.&nbsp;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.

<P style="font-size: 10pt" align="left"><B>C.&nbsp;Stephen Guyer &#8211; Chief
Financial Officer, Director</B>

<P style="font-size: 10pt; text-indent: 4%" align="left">Mr.&nbsp;Guyer is a
senior financial executive, having served as Chief Financial Officer for both
public and private firms. Prior to joining Colorado Goldfields, he was a
founder and Chief Executive Officer of Antelope Technologies, Inc., an
international high-technology manufacturing venture with offices in both the
USA and Switzerland. Mr.&nbsp;Guyer has also served as Chief Financial Officer
for TCOM Ventures, Staff Administrators and the Moore Companies. Mr.&nbsp;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.&nbsp;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.

<P style="font-size: 10pt" align="left"><B>Beverly Rich, Independent
Director</B>

<P style="font-size: 10pt; text-indent: 4%" align="left">Ms.&nbsp;Rich is the
Treasurer for San Juan County, Colorado; Democratic Party Chairperson for San
Juan County, Colorado; and is Democratic Party Chairperson for the 6th
Senatorial District in Colorado. Ms.&nbsp;Rich graduated from Fort Lewis
College in Durango, Colorado.


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<P style="font-size: 10pt" align="left"><BR>
<B>Norman J. Singer, Independent
Director</B>

<P style="font-size: 10pt; text-indent: 4%" align="left">Since 2006
Mr.&nbsp;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.&nbsp;Singer was with the
Usaha Tegas Group of Companies, a $5&nbsp;billion diversified multi-national
enterprise. While with the Usaha Tegas Group, Mr.&nbsp;Singer opened two new
energy


<P style="font-size: 10pt" align="left">related subsidiaries in Houston, Texas,
and Tulsa, Oklahoma. He was later Chairman of the Group&#8217;s U.S. energy
activities and its diversified acquisitions program. Mr.&nbsp;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.

<P style="font-size: 10pt; text-indent: 4%" align="left">Mr.&nbsp;Singer holds
a BA in Economics from Colgate University, an MA in International Affairs and
Economics from Tufts University in conjunction with Harvard University&#8217;s
Fletcher School of Law and Diplomacy, and an LL.B. from Columbia University.
Additionally, Mr.&nbsp;Singer has completed post graduate studies at the London
School of Economics.

<P style="font-size: 10pt; text-indent: 4%" align="center">&nbsp;

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<P style="font-size: 10pt" align="center"><B>SIGNATURES</B>

<P style="font-size: 10pt; text-indent: 4%"
align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.

<P style="font-size: 10pt; margin-left: 45%" align="left"><B>COLORADO
GOLDFIELDS INC.</B>

<P style="font-size: 10pt" align="left">Dated: February&nbsp;12, 2009&nbsp;

<div style="font-size: 10pt; margin-left: 45%" align="left">By: <U>/s/ C. Stephen
Guyer&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>C.
Stephen Guyer<BR>
Chief Financial Officer</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">4
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{"company-data": {"conformed-name": "COLORADO GOLDFIELDS INC.", "cik": "0001344394", "assigned-sic": "1000", "irs-number": "200716175", "state-of-incorporation": "NV", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-51718", "film-number": "09592362"}, "business-address": {"street1": "10920 W. ALAMEDA AVENUE", "street2": "SUITE 207", "city": "LAKEWOOD", "state": "CO", "zip": "80226", "phone": "303-984-5324"}, "mail-address": {"street1": "10920 W. ALAMEDA AVENUE", "street2": "SUITE 207", "city": "LAKEWOOD", "state": "CO", "zip": "80226"}, "former-company": {"former-conformed-name": "Garpa Resources, Inc.", "date-changed": "20051114"}}
Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): February 9, 2009
COLORADO GOLDFIELDS
INC.
(Exact name of registrant as
specified in its charter)
Nevada
000-51718
20-0716175
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
10920 West Alameda Avenue,
Suite 207
Lakewood, CO
80226
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(303) 984-5324
N/A
(Former name or former address if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers.
On February 9,
2009, Eric O. Owens resigned his position as a Director. The Board of Directors
will not immediately seek a replacement for Mr. Owens.
As of February 9,
2009, The Colorado Goldfields Inc. Board of Directors consists of:
Lee R. Rice — President and
Chief Executive Officer, 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, 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 Executive Officer of Antelope Technologies, Inc., an
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.
Beverly Rich, Independent
Director
Ms. Rich is the
Treasurer for San Juan County, Colorado; Democratic Party Chairperson for San
Juan County, Colorado; and is Democratic Party Chairperson for the 6th
Senatorial District in Colorado. Ms. Rich graduated from Fort Lewis
College in Durango, Colorado.
Norman J. Singer, Independent
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.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
COLORADO
GOLDFIELDS INC.
Dated: February 12, 2009
By:
/s/ C. Stephen
Guyer
C.
Stephen Guyer
Chief Financial Officer