8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) December 28, 2007

Colombia Goldfields Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdictionof Incorporation)
000-51013	76-0730088
(Commission File Number)	(IRS Employer Identification No.)
208-8 King Street East
Toronto, Ontario, Canada	M5C 1B5
(Address of Principal Executive Offices)	(Zip Code)
(416) 203-3856
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):

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 3.02. Unregistered Sales of Equity Securities.

On December 28, 2007, Colombia Goldfields Inc. (the “Company”) completed a private sale of 9,165,226 units at a price of Cdn$1.10 per unit, providing the Company with gross proceeds of Cdn$10,081,749. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant entitles the holder to purchase one common share of the Company at a price of Cdn$2.00 per share until December 28, 2012. In connection with the offering, the Company paid fees of Cdn$655,314 and issued 595,739 common share purchase warrants to the placement agents retained for the offering. Each agents’ warrant entitles the holder to purchase one common share at an exercise price of Cdn$1.20 for a period of 24 months.

The offering was made to non-U.S. persons, as defined in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and pursuant to the exemption from registration provided by Section 4(2) of the Securities Act ("Section 4(2)"). The Company received representations from the placement agents that all offers and sales were made in compliance with the requirements of Regulation S or the exemption from registration provided by Section 4(2).

Item 8.01. Other Events.

On December 28, 2007, Colombia Goldfields Ltd. (the “Company”) issued the press release attached hereto as Exhibit 99.1, pursuant to Rule 135c under the Securities Act of 1933, as amended.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of the Company issued on December 28, 2007.

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.

Date: December 28, 2007	Colombia Goldfields Ltd.
	By:	/s/ James Kopperson
		Name: James Kopperson
		Title:Chief Financial Officer

EX-99.1

- 8 King Street, Suite 208 - Toronto Ontario, Canada - M5C 1B5 -

- tel: 416-361-9640 - fax: 416-361-0883

Colombia Goldfields Ltd. Closes $10 million Private Placement

Toronto, Ontario (December 28, 2007) - Colombia Goldfields Ltd. (GOL.TSX, CGDF.OB) (“CGL” or the “Company”) announced that it has closed the Company’s recently announced private placement. The Company issued 9,165,226 units at a price of Cdn$1.10 per unit, providing the Company with gross proceeds of Cdn$10,081,749. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each full warrant entitles the holder to purchase one common share of the Company at a price of Cdn$2.00 per share until December 28, 2012.

In connection with the offering, the Company paid fees of Cdn$655,314 and issued 595,739 warrants to the placement agents retained for the offering. Each warrant is exercisable to acquire one common share at an exercise price of Cdn$1.20 for a period of 24 months.

The net proceeds will be used to advance the purchase of the legal mining claims and milling operations on Marmato Mountain, for exploration expenditures, to repay related party debts and for general corporate purposes.

The units will not be registered under the U.S. Securities Act of 1933 or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act of 1933 and any applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the units.

About Colombia Goldfields Ltd.

Colombia Goldfields Ltd. is developing what it believes is a multi-million ounce gold resource in Colombia’s historic Marmato Mountain gold district.

Colombia Goldfields is traded in the US under the symbol CGDF, on the Toronto Stock Exchange under the symbol GOL, and in Germany under the symbol C2B. The Company's full September 30, 2007, unaudited consolidated financial statements and management's discussion and analysis are available at www.colombiagoldfields.com, EDGAR at www.sec.gov and SEDAR at www.sedar.com under the Company's profile.

Disclaimer

This release contains forward-looking statements that are based on the beliefs of Colombia Goldfield's management and reflect Colombia Goldfield's current expectations as contemplated under section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. When used in this release, the words "estimate, "project," "believe," "anticipate," "intend," "expect," "plan," "predict," "may," "should," "will," "can," the negative of these words, or such other variations thereon, or comparable terminology, are all intended to identify forward-looking statements. Such statements reflect the current views of Colombia Goldfields with respect to future events based on currently available information and are subject to numerous assumptions, risks and uncertainties, including, but not limited to, risks and uncertainties pertaining to development of mining properties, changes in economic conditions and other risks, uncertainties and factors, which may cause the actual results, performance, or achievement expressed or implied by such forward looking statements to differ materially from the forward looking statements.

Company Contact:

Randy Martin, CEO & Vice Chairman

Colombia Goldfields Ltd.

8 King Street East, Suite 208

Toronto, Ontario, M5C 1B5

T: 416-361-9640

F: 416-361-0883

info@colombiagoldfields.com

www.colombiagoldfields.com

U.S. Investor Relations:   Michelle Roth Roth Investor Relations, Inc. Tel. +1 732 792 2200 Email: michelleroth@rothir.com Canadian Investor Relations:   Martti Kangas The Equicom Group Toronto, ON 416-815-0700 x 243