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

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

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

<P align="center" style="font-size: 10pt"><B>Date of Report (Date of earliest event reported): September 9, 2008</B>

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<P align="center" style="font-size: 24pt"><B>COLORADO GOLDFIELDS INC.<BR></B>
<FONT style="font-size: 10pt">(Exact name of registrant as specified in its charter)
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    <TD width="32%">&nbsp;</TD>
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    <TD style="border-bottom: 1px solid #000000"><B>Nevada</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>000-51718</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>20-0716175</B></TD>
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<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>
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    <TD style="border-bottom: 1px solid #000000"><B>10920 West Alameda Avenue, Suite 207<BR>Lakewood, CO<BR></B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>80226</B></TD>
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<TR valign="top">
    <TD>(Address of Principal Executive Offices)</TD>
    <TD>&nbsp;</TD>
    <TD>(Zip Code)</TD>
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<P align="center" style="font-size: 10pt">Registrant&#146;s telephone number, including area code: <B>(303) 984-5324</B>


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    <TD nowrap style="border-bottom: 1px solid #000000"><B>N/A<BR></B></TD>
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    <TD nowrap>(Former name or former address if changed since last report.)</TD>
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<P align="left" style="font-size: 10pt">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 align="left" style="font-size: 10pt">
<FONT face="Wingdings">&#111;</FONT> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR><BR>
<FONT face="Wingdings">&#111;</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">&#111;</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 align="justify" style="font-size: 10pt"><B>Item&nbsp;5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.</B>


<P align="justify" style="font-size: 10pt; text-indent: 4%">On September&nbsp;9, 2008, Todd C. Hennis resigned his positions as our Chief Executive Officer, President and
Director. On September&nbsp;12, 2008, the remaining members of our Board of Directors elected Lee R. Rice to act as interim
Chief Executive Officer.


<P align="justify" style="font-size: 10pt; text-indent: 4%">Mr.&nbsp;Rice is currently a member of our Board of Directors. He 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 &#038; gas, geology, and chemistry.
Mr.&nbsp;Rice is a board member for International Beryllium Corporation (IB.V). Prior to this, Mr.&nbsp;Rice has 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.


<P align="justify" style="font-size: 10pt; text-indent: 4%">On September&nbsp;12, 2008, the Board of Directors elected Mr.&nbsp;C. Stephen Guyer, Chief Financial Officer for the
Company, as a Director.


<P align="justify" style="font-size: 10pt; text-indent: 4%">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.


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



<P align="justify" style="font-size: 10pt; text-indent: 4%">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 align="justify" style="font-size: 10pt; margin-left: 45%; font-size: 10pt"><B>COLORADO GOLDFIELDS INC.</B>


<P align="justify" style="font-size: 10pt">Dated: September&nbsp;10, 2008


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


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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": "081072227"}, "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): September 9, 2008
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; Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
On September 9, 2008, Todd C. Hennis resigned his positions as our Chief Executive Officer, President and
Director. On September 12, 2008, the remaining members of our Board of Directors elected Lee R. Rice to act as interim
Chief Executive Officer.
Mr. Rice is currently a member of our Board of Directors. He 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.
Mr. Rice is a board member for International Beryllium Corporation (IB.V). Prior to this, Mr. Rice has 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.
On September 12, 2008, the Board of Directors elected Mr. C. Stephen Guyer, Chief Financial Officer for the
Company, as a 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.
2
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: September 10, 2008
By:
/
s/ C. Stephen Guyer
C. Stephen Guyer
Chief Financial Officer
3