10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

Q    Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For the quarterly period ended June 30, 2009

£    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For the transition period __________ to __________

Commission File Number: 000-51013

Colombia Goldfields Ltd.(Exact name of registrant as specified in its charter)

Delaware	76-0730088
(State or other jurisdiction of  incorporation or organization)	(IRS Employer  Identification No.)

#208-8 King Street East, Toronto, Ontario, Canada M5C 1B5
 (Address of principal executive offices)

416-361-9640
 (Registrant's telephone number)

_________________________________________________________
 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

Q Yes             £ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

£ Yes             £ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer £	Accelerated Filer £
Non-accelerated filer £	Smaller reporting company Q
(Do not check if a smaller reporting company)

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

£ Yes             Q No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 104,224,486 common shares as of June 30, 2009

TABLE OF CONTENTS
	&n bsp;	Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	46
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Submission of Matters to a Vote of Security Holders	47
Item 5.	Other Information	47
Item 6.	Exhibits	47

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

1

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)

		June 30,			December 31,
		2009			2008
ASSETS
Current
Cash and cash equivalents	$	-		$	-
Prepaid expenses and deposits		35			85
		35			85
Non Current
Mineral and exploration properties and rights (Note 4)		25,758			25,758
Property and equipment, net of accumulated amortization (Note 5)		237			283
		25,995			26,041
	$	26,030		$	26,126
LIABILITIES
Current
Bank indebtedness (Note 5)	$	239		$	200
Accounts payable and accrued liabilities		9,284			8,452
Mineral property purchase obligations (Notes 4 and 7)		5,157			4,957
Related party advances (Note 8)		3,869			2,875
Short-term promissory note (Note 8)		2,864			2,666
		21,413			19,150
STOCKHOLDERS’ EQUITY
Common stock (Note 6)
Authorized:
200,000,000 common shares, $0.00001 par value
Issued and outstanding:		1			1
104,524,486 common shares (December 31, 2008: 104,524,486 common shares)
Additional paid-in capital (Note 6)		85,872			89,577
		85,873			89,578
Deficit accumulated during the exploration stage (Note6(B))		(81,256	)		(82,602	)
		4,617			6,976
	$	26,030		$	26,126

See accompanying Notes to Interim Consolidated Financial Statements

*	Going Concern (Note 1)
*	Commitments and Contingencies (Note 13)

2

COLOMBIA GOLDFIELDS LTD. (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) (Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
														Cumulative
														From
														Inception
		Three			Three			Six			Six			(March 25,
		Months			Months			Months			Months			2003	)
		Ended			Ended			Ended			Ended			through
		June 30,			June 30,			June 30,			June 30,			June 30,
		2009			2008			2009			2008			2009
REVENUES	$	-		$	-		$	-		$	-		$	-
OPERATING EXPENSES
Mineral property exploration expenses
(Notes 4 and 6)		420			4,254			700			7,229			29,801
General and administrative (Note 6)		707			1,560			1,038			3,767			17,908
Write-down of Mineros deposit and advance (Note 3)		-			-			-			-			9,296
Write-down of mineral and exploration properties and rights (Note 4)		-			-			-			-			40,545
Foreign exchange loss (gain)		1,891			(888	)		737			952			1,169
Amortization		14			58			29			121			442
Total operating expenses		3,032			4,984			2,504			12,069			99,161
Other income		-			(7	)		-			(13	)		(293	)
Loss before deferred income taxes		(3,032	)		(4,977	)		(2,504	)		(12,056	)		(98,868	)
Deferred income tax recovery		-			1,168			-			2,072			13,762
Net loss and comprehensive loss		(3,032	)	$	(3,809	)		(2,504	)	$	(9,984	)	$	(85,106	)
LOSS PER SHARE – BASIC AND DILUTED	$	(0.03	)	$	(0.04	)	$	(0.02	)	$	(0.11	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted		104,524,486			92,932,486			104,524,486			89,796,129
See accompanying Notes to Interim Consolidated Financial Statements
* Going Concern (Note 1)

3

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)

											Deficit
			Capital/Stock								Accumulated			Total
	Common		Additional		Share Purchase			Special			During the			Stockholders’
	Shares		Paid-in Capital		Warrants			Warrants			Exploration Stage			Equity
Balance, December 31, 2007	86,590,075	$	67,189	$	6,302		$	-		$	(22,405	)	$	51,086
Year Ended December 31, 2008
Issue of 350,000 share purchase warrants with February 8, 2008 short-term promissory note – (Note 6B)	-		-		100			-			-			100
Issue of common stock for cash at $0.85 per unit (common shares and warrants) less agent’s fees and issue costs of $160 on March 31, 2008	6,342,411		3,931		-			-			-			3,931
Issue of 6,341,411 share purchase warrants with March 31, 2008 common stock issuance less agent’s fees and issue costs of $48	-		-		1,252			-			-			1,252
Expiry of 6,500,666 share purchase warrants on April 25, 2008	-		2,750		(2,750	)		-			-			-
Issue of 11,167,000 special warrants for cash at $0.85 per special warrant less agents’ fees and issue costs of $934 on June 18, 2008	-		-		-			8,558			-			8,558
Issuance of 125,000 common shares on August 8, 2008 in connection with first bridge loan extension	125,000		50		-			-			-			50
Expiry of 4,241,500 share purchase warrants on August 14, 2008	-		926		(926	)		-			-			-
Conversion of 11,167,000 special warrants into 11,167,000 common shares and 11,167,000 share purchase warrants on September 30, 2008	11,167,000		6,121		2,437			(8,558	)		-			-
Issuance of 300,000 common shares on October 7, 2008 in connection with second bridge loan extension	300,000		30		-			-			-			30
Stock based compensation	-		2,166		-			-			-			2,166
Net loss for the year ended December 31, 2008	-		-		-			-			(60,197	)		(60,197	)
Balance December 31, 2008	104,524,486	$	83,163	$	6,415		$	-		$	(82,602	)	$	6,976
See accompanying Notes to Interim Consolidated Financial Statements
* Going concern (Note 1)

4

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

										Deficit
			Capital/Stock							Accumulated			Total
	Common		Additional		Share Purchase			Special		During the			Stockholders’
	Shares		Paid-in Capital		Warrants			Warrants		Exploration Stage			Equity
Balance, December 31, 2008	104,524,486	$	83,163	$	6,415		$	-	$	(82,602	)	$	6,976
Six Months Ended June 30, 2009
Adjustment to deficit upon adoption of EITF 07-5 (Note 6(B)) on January 1, 2009	-		-		(3,850	)		-		3,850		$	-
Stock based compensation	-		145		-			-		-			145
Net loss for the six months ended June 30, 2009	-		-		-			-		(2,504	)		(2,504	)
Balance, June 30, 2009	104,524,486	$	83,308	$	2,565		$	-	$	(81,256	)	$	4,617
See accompanying Notes to Interim Consolidated Financial Statements
* Going concern (Note 1)

5

COLOMBIA GOLDFIELDS LTD. (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
		Three Months Ended June 30, 2009			Three Months Ended June 30, 2008			Six Months Ended June 30, 2009			Six Months Ended June 30, 2008			Cumulative from Inception (March 25, 2003) through June 30, 2009
OPERATING ACTIVITIES:
Net loss	$	(3,032	)	$	(3,809	)	$	(2,504	)	$	(9,984	)	$	(85,106	)
Items not requiring cash outlay:
- Consulting fees		-			-			-			-			54
- Amortization		14			58			29			121			442
- Mineral property exploration		-			-			-			-			250
- Stock based compensation		93			787			145			1,808			7,827
- Write down of Mineros deposit and advance		-			-			-			-			9,296
- Write down of mineral and exploration properties and rights		-			-			-			-			40,545
- Deferred income taxes		-			(1,168	)		-			(2,072	)		(13,762	)
Changes in non-cash working capital items
- Prepaid expenses and deposits		34			(146	)		49			(524	)		169
- Accounts payable, accrued and other liabilities		2,296			(1,197	)		1,243			423			10,033
- Due to/from related parties		-			-			-			-			5
Net cash used in operating activities		(595	)		(5,475	)		(1,038	)		(10,228	)		(30,247	)
FINANCING ACTIVITIES:
Issuance of equity securities, net of issue costs and fees		-			8,558			-			13,741			55,955
Issuance of promissory notes and related warrants		-			-			-			2,500			12,200
Repayment of promissory notes		-			-			-			-			(9,700	)
Related party advances		548			-			994			-			3,869
Increase in bank indebtedness		47			-			44			-			244
Exercise of stock options		-			-			-			-			131
Net cash provided by financing activities		595			8,558			1,038			16,241			62,699
INVESTING ACTIVITIES:
Purchase of mineral exploration rights		-			(655	)		-			(3,132	)		(21,505	)
Purchase of equipment		-			(2	)		-			(33	)		(1,426	)
Website development costs		-			-			-			-			(21	)
Mineros deposit and advance		-			(7,000	)		-			(9,500	)		(9,500	)
Net cash used in investing activities		-			(7,657	)		-			(12,665	)		(32,452	)
DECREASE IN CASH AND CASH EQUIVALENTS		-			(4,574	)		-			(6,652	)		-
CASH AND CASH EQUIVALENTS  AT BEGINNING OF PERIOD		-			4,861			-			6,939			-
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	-		$	287			-		$	287		$	-
SUPPLEMENTAL CASH FLOW INFORMATION
Interest and financing fees	$	103		$	129		$	203		$	342		$	1,329
Income taxes	$	-		$	-		$	-		$	-		$	-

See accompanying Notes to Interim Consolidated Financial Statements

* Going Concern (Note 1)

6

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

NOTE 1 – GOING CONCERN AND NATURE OF OPERATIONS

The Company was incorporated under the laws of the State of Nevada, U.S.A., on March 25, 2003. On July 31, 2006, the Company’s jurisdiction of incorporation was changed to the state of Delaware. The Company is currently in the exploration stage and its operational focus is on the acquisition and exploration of, and development of mineral properties.

These consolidated financial statements have been prepared using U.S generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. The Company has incurred a cumulative net loss since inception on March 25, 2003 to June 30, 2009 of $85,106 and has no source of operating revenue. The Company’s ability to meet its obligations and continue as a going concern is dependent on securing future funding. As a result of the recent turmoil in worldwide financial markets the Company has been unable to raise the required capital necessary to address the Company’s current working capital deficiency at June 30, 2009.

On June 5, 2009, the Company and Medoro Resources Ltd. (“Medoro”) entered into an agreement pursuant to which Medoro will acquire all of the issued and outstanding shares of the Company in exchange for common shares and warrants of Medoro. Under the proposed arrangement, which is subject to, among other things, regulatory approval and stockholder approval by the Company, Medoro will issue 29,266,856 shares and 940,720 warrants to the stockholders of the Company in exchange for the 104,524,486 outstanding shares of the Company. The share exchange ratio is 0.28 of a share plus 0.009 of a consideration warrant of Medoro for each share of the Company. Each full warrant is exercisable into one Medoro common share at a subscription price of Cdn$0.50 per Medoro common share for a term of two years. One of the conditions of the Arrangement Agreement is that, prior to closing, the Company will have reached agreements, acceptable to Medoro, with its key creditors on repayment of outstanding debts and accounts payable.

On August 7, 2009 Medoro increased the exchange ratio to 0.336 of a common share plus 0.0108 of a purchase warrant such that Medoro will issue 35,120,277 common shares and 1,128,864 warrants upon closing of the proposed transaction.

At June 30, 2009 the Company has a significant working capital deficiency including $21,413 in current liabilities as follows:

Bank indebtedness	$	239
Accounts payable and accrued liabilities		9,284
Mineral property purchase obligations		5,157
Related party advances		3,869
Short-term promissory note		2,864
	$	21,413

The Company continues discussions with its creditors and parties to the Company’s mineral property purchase obligations to ascertain their willingness to work with the Company to restructure its obligations. As well, the Company has terminated all but essential personnel in both its Toronto and Medellin offices in order to further reduce the Company’s monthly operating cash requirements. While both i) the Company’s President, and ii) the Company’s Vice Chairman, and CEO are supportive of the Company’s efforts to restructure its operations given the current gold prices, their ability to provide significant additional working capital advances has become increasingly difficult. While they have not requested repayment of their related party advances there can be no assurance that additional funding from these individuals will be available on acceptable terms to the Company or at all. No interest has been charged or requested on the working capital advances.

7

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

The Company has a short-term promissory note obligation with Global Resource Fund (“Global”) (the “Note”). The Note is collateralized by the Company’s investment in RNC (Colombia) Ltd. and collateralized by a pledge of the Company’s investments in Compania Minera de Caldas (“Caldas”) and Gavilan Minerales S.A. (“Gavilan”). Caldas is the Company’s principal operating subsidiary and the titleholder of the Company’s mineral rights and legal mine titles. The Note was due December 29, 2008 and the Company has been unable to repay the Note as of the date of these financial statements. There can be no assurance that the Company’s short-term promissory note will be repaid or that the holder will not call the loan or exercise its rights to the loan’s underlying collateral interests. Certain of the Company’s trade creditors have placed a lien on the Company’s mineral properties in order to protect their rights to payment. The Company is currently working with its advisors to develop a method for pledging to Global additional security under these circumstances.

These circumstances lend substantial doubt as to the ability of the Company to meet its obligations as they become due, and, accordingly, as to the appropriateness of the use of accounting principles applicable to a going concern. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the going concern assumption were not appropriate, and these adjustments could be material.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States.

Use of Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates.

8

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

Consolidation

Entities that are controlled by the Company, either directly or indirectly, are consolidated. Control is established by the Company’s ability to determine strategic, operating, investing and financing policies without the co-operation of others. The Company analyzes its level of ownership, voting rights and representation on the board of directors in determining if control exists by any one, or a combination, of these factors.

These consolidated financial statements include the accounts of (i) Colombia Goldfields Ltd., a Delaware corporation (ii) the Company’s 100% interest in RNC (Colombia) Limited (“RNC”), a Belize corporation and its 95% owned subsidiary – Compania Minera De Caldas, S.A. (“Caldas”), a Colombia corporation, and (iii) the Company’s 94% interest in Gavilan Minerales, S.A. (“Gavilan”) a Colombia corporation. Colombian law requires Colombian companies to have at least five shareholders and, as a result, the remaining 5% of Caldas and 6% of Gavilan is held by directors and senior management of the Company. All significant inter-company transactions and balances have been eliminated upon consolidation.

Since the non-controlling shareholders of RNC and Gavilan have no obligation to contribute any additional capital and the Company is the primary entity obligated to fund future exploratory work, no non-controlling interest related to Caldas or Gavilan has been recognized in the consolidated statements of operations for the three and six months ended June 30, 2009 and June 30, 2008 and in the consolidated balance sheets at June 30, 2009 and December 31, 2008. The directors and senior management of Caldas and Gavilan have executed voting and support agreements in favour of the Company.

Mineral Property Rights Acquisition and Exploration and Development Expenditures

Costs of acquiring mining properties are capitalized upon acquisition. Pursuant to Statement of Financial Accounting Standards (SFAS) No. 34, Capitalization of Interest Costs, interest costs attributable to mineral property acquisitions are also capitalized. Mine development costs incurred either to develop new ore deposits, expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates the carrying value of capitalized mining costs and related property, plant and equipment costs, to determine if these costs are in excess of their net recoverable amount whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The periodic evaluation of carrying values of capitalized costs and any related property, plant and equipment costs is based upon expected future cash flows and/or estimated salvage value in accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets.

9

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

Asset Retirement Obligations

The Company applies SFAS No. 143, Accounting for Asset Retirement Obligations which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. SFAS No. 143 requires the Company to record a liability for the present value using a credit-adjusted risk free interest rate, of the estimated site restoration costs with a corresponding increase to the carrying amount of the related long-lived assets. The liability is accreted until it has been fully incurred and the asset is amortized over the life of the related assets. Adjustments are made for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation. As at June 30, 2009 and December 31, 2008 the Company does not have any asset retirement obligations.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Property and Equipment

Property and equipment are carried at cost. For the significant components of property and equipment, depreciation is provided for using the following method and time periods:

Asset	Basis	Period
Vehicles	Straight line	5 years
Buildings	Straight line	20 years
Equipment and computers	Straight line	3 to 10 years

The Company evaluates the carrying values of property and equipment to determine if these costs are in excess of their net recoverable amount whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The periodic evaluation of the carrying values of property and equipment costs is based on expected future cash flows and estimated salvage value.

Environmental Costs

Environmental expenditures that related to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated.

Comprehensive Income

In accordance with SFAS No. 130, Reporting Comprehensive Income (“SFAS 130”), comprehensive income consists of net income and other gains and losses affecting stockholders’ equity that are excluded from net income, such as unrealized gains and losses on investments available for sale and foreign currency translation gains and losses when a subsidiary has a functional currency other than US dollars. For all periods presented, the Company’s financial statements do not include any of the additional elements that affect comprehensive income. Accordingly, net earnings (loss) and comprehensive earnings (loss) are identical.

10

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

Stock-Based Compensation

The Company applies SFAS No. 123(R), Share-Based Payment, to account for stock options and similar equity instruments issued. Accordingly, compensation expense attributable to stock options or similar equity instruments granted is measured at the fair value at the grant date using the Black-Scholes option pricing model and a graded approach and recognized over the expected vesting period. In the event stock options are forfeited, any previously recognized compensation expense related to unvested and expiring awards in excess of estimated forfeitures is recognized in earnings during the period of forfeiture.

Although the assumptions used to record stock compensation expense reflect management’s best estimates, they involve inherent uncertainties based on market conditions generally outside of the control of the Company. If other assumptions were used, stock-based compensation expense could be significantly impacted. As stock options are exercised, the proceeds received on exercise, in addition to the previously recognized amounts related to those stock options, are credited to stockholders’ equity.

The Company provides direct stock awards to certain directors, officers, and consultants. Direct stock awards are recorded at fair value on the grant date, with compensation expense recognized on a straight-line basis over the agreed upon vesting period.

Foreign Currency Translation

The Company’s functional currency is the US dollar. Accordingly, foreign currency balances are translated into US dollars as follows i) Monetary assets and liabilities are translated at the period-end exchange rate ii) Non-monetary assets are translated at the rate of exchange in effect at their acquisition date; and iii) Revenue and expense items are translated at the average exchange rate for the respective period. Foreign exchange gains and losses are recognized as period gains and losses.

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net earnings (loss) per share on the potential exercise of equity-based financial instruments is not presented where anti-dilutive. For the three and six months ended June 30, 2009 and June 30, 2008, outstanding share purchase warrants and options to purchase common shares were excluded from the computation of diluted earnings per share as the impact of these instruments was anti-dilutive as a result of losses incurred in these periods.

Income Taxes

The Company accounts for income taxes using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns.

11

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

Financial Instruments

The Company’s financial instruments have consisted of cash and cash equivalents, bank indebtedness, accounts payable and accrued liabilities, related party advances short-term promissory notes, and mineral property purchase obligations. The carrying value of these financial instruments approximates their fair value based on their liquidity or their short-term nature. The Company is not exposed to significant interest or credit risk arising from these financial instruments.

NOTE 3 – MINEROS DEPOSIT AND ADVANCE

On January 29, 2008 the Company entered into a Share Purchase and Sale Agreement (the “Agreement”) to purchase all of the issued and outstanding shares of Mineros Nacionales S.A., (“Mineros”) a corporation organized under the laws of the Republic of Colombia, for cash consideration of $35,000. The Mineros Agreement provided that the transaction would be completed on April 29, 2008, unless such closing date was extended by mutual agreement. The Company provided a deposit guarantee in the amount of 4.9 billion pesos (U.S. $2,296), which would be payable to the vendors if the transaction was not completed for any reason. The guarantee was collateralized by a term deposit held by the Company in the amount of 4.9 billion pesos (U.S. $2,296).

The Company and Mineros subsequently agreed to modify the Agreement and extend the completion date of the Mineros transaction from April 29, 2008 to July 31, 2008. In connection with this extension, on June 19, 2008 the Company advanced $7,000, representing 20% of the $35,000 purchase price with the balance due upon completion of the transaction.

On September 22, 2008 the Company and Mineros agreed to further extend the completion date to October 31, 2008. Both the deposit and guarantee were non-refundable if the transaction was not completed for any reason. On October 31, 2008 Mineros notified the Company it was unwilling to extend the closing of the transaction beyond October 31, 2008 and terminated the transaction. Mineros exercised its right to the non refundable advance and term deposit. As a result, a write-down of $9,296 with respect to these items was recognized in the Consolidated Statements of Operations for the year ended December 31, 2008.

NOTE 4 – MINERAL PROPERTIES AND EXPLORATION RIGHTS

Mineral Property Rights Acquisition and Exploration Expenditures

The Company’s mineral property acquisition and exploration expenditures consist of:

I)	The acquisition of mineral concessions;
II)	The acquisition of mineral and exploration rights from existing titleholders;
III)	The exploration of acquired mineral properties and related activities; and
IV)	Stock-based compensation allocated pursuant to SFAS No. 123(R).

12

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

The following table summarizes the Company’s mineral and exploration properties and rights and mineral property exploration expenses:

		Mineral and
		Exploration			Mineral Property
		Properties and			Exploration
		Rights			Expenses
Balance, December 31, 2007		65,377			12,580
Additions – fiscal 2008		926			16,521
Write-down of investment – fiscal 2008		(40,545	)		-
Balance, December 31, 2008		25,758			29,101
Additions – fiscal 2009		-			700
Balance, June 30, 2009	$	25,758		$	29,801

During the fourth quarter of 2008, problems with the global financial system accelerated. This impacted and continues to impact the Company’s ability to access the capital markets in order to fund the Company’s operations and, like many junior exploration companies, the decline in the Company’s market capitalization suggested in fiscal 2008 that the previously recognized carrying amounts of mineral and exploration properties and rights may not be recoverable. At December 31, 2008 there were 92 legal and valid mining titles in the name of Caldas (June 30, 2009: 95). While the Company continues to hold these titles, in preparing the Company’s 2008 annual consolidated financial statements, the carrying value of the Company’s mineral rights was reviewed for recoverability and impairment based on the Company’s enterprise value and feedback received from the Company’s discussions with potential strategic partners. As a result of the Company’s review, a write-down of $40,545 ($34,194 net of deferred tax recoveries of $6,351) was recognized in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2008.

Title to mineral properties and mining and exploration rights involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mining properties. When the Company acquires title to mineral properties either individually or through the acquisition of subsidiaries, the conveyance of such titles can be time consuming and subject to the interpretation of Colombian laws. Furthermore, as disclosed in Note 7 and Note 1, certain mineral properties remain subject to contractual obligations and liens. The Company cannot give any assurance that title to its properties will not be challenged or impugned and cannot be certain that the Company will have valid title to its mining properties. The Company relies on title opinions by legal counsel who base such opinions on the laws of countries in which the Company operates. As disclosed in Note 1, the ability of the Company to continue as a going concern and realize the carrying value of the Company’s mineral and exploration properties and rights is dependent upon a number of external factors. Should the Company be unable to continue as a going concern, or be able to successfully advance its discussions with its creditors, the carrying values of the rights could be further impacted in future periods and such adjustments may be significant.

13

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

NOTE 5 – PROPERTY AND EQUIPMENT
		June 30, 2009			December 31, 2008
Equipment and computers	$	243		$	243
Building		87			87
Vehicles		83			99
		413			429
Accumulated amortization		(176	)		(146	)
Total	$	237		$	283

The Company’s bank indebtedness of $239 is collateralized by a mortgage against the Company’s office building in Medellin, Colombia.

NOTE 6 – STOCKHOLDERS’ EQUITY
A) Common Stock and Special Warrants
		June 30, 2009		December 31, 2008
Authorized:
200,000,000 common shares, $0.00001 par value
Issued and Outstanding:
104,524,486 common shares (December 31, 2008: 104,524,486 common shares)	$	1	$	1

i)	During the six months ended June 30, 2009 the Company recorded the following transactions:
	a)	On April 25, 2009 390,040 Share Purchase Warrants expired unexercised.
ii)	During the year ended December 31, 2008 the Company recorded the following transactions:
	a)	On March 3, 2008 the Company issued 250,000 options to purchase the Company’s common stock to an employee.
	b)	On March 19, 2008 the Company issued 50,000 options to purchase the Company’s common stock to a director.

14

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

c)	On March 31, 2008 the Company completed a private equity offering of 6,342,411 Units at $0.85 per Unit to a total of 7 investors. Each Unit consists of one share of common stock and one warrant, for a total of 6,342,411 common shares and 6,342,411 warrants issued. The total gross proceeds raised were $5,391. Each warrant is exercisable for one common share at an exercise price of $1.10 and exercisable at any time up to two years from the issue date.
	In connection with this private equity offering, the Company paid as a commission $158 and incurred issue costs of $50.
	The Company has allocated the total net proceeds from the offering of $5,183 to the underlying equity instruments comprising the equity offering, based on the estimated relative fair value of each instrument at the offering date as follows:

		Net Proceeds
Common shares and
Additional paid in capital – common shares	$	3,931
Additional paid in capital – share purchase warrants		1,252
Total net proceeds from private equity offering	$	5,183

d)	On June 18, 2008 the Company completed a private equity offering of 11,167,000 special warrants (the “Special Warrants”) at a price of $0.85 per Special Warrant to a total of 16 investors. Each Special Warrant was automatically exercisable for no additional consideration to acquire one unit (the “Units”) upon the earlier of a) the issuance of a receipt for the prospectus of the Units and b) four months following the closing date of the offering. Each Unit consisted of one common share of the Company (the “Common Shares”) and one common share purchase warrant (the “Warrant”). Each Warrant entitles the holder to acquire one Common Share at a price of $1.50 up to June 18, 2013.
	In connection with the offering, the Company paid as a commission $664 and incurred issue costs of $270. The Company issued 781,690 special broker warrants (the “Special Broker Warrants”) to the agents retained for the offering, each Special Broker Warrant exercisable for no additional consideration into one broker warrant of the Company (“Broker Warrants”), and each Broker Warrant entitling the holder, to purchase one Common Share at an exercise price of $0.85 per Common Share up to June 28, 2010.
	In connection with the Offering, the Company entered into registration rights agreements with the holders and agents pursuant to which the Company agreed to prepare and file with the SEC a registration statement to register the resale of Common Shares and the Common Shares issuable upon exercise of the Warrants by the purchasers in the Offering as well as the Common Shares issuable upon exercise of the Broker Warrants.

15

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

In the event the registration statement registering the resale of the Common Shares issued in connection with the Offering i) did not become effective on or before October 18, 2008 and, subject to certain exceptions; ii) ceased to be effective and available for use any time it is required to be effective and available for use or, if, at a time the registration statement is not available for use, Rule 144 is not available for use for a period of five consecutive business days by holders of such securities because of certain breaches by the Company, the Company was obligated i) to issue to each purchaser of Special Warrants that hold Common Shares or Warrants issued pursuant to the Special Warrants or Common Shares issued pursuant to the Warrants a number of Common Shares and Warrants (together referred to as “Additional Units”), equal to 10% of the number of Special Warrants purchased by purchasers in the Offering and issue to the agents a number of Broker Warrants equal to 10% of the Broker Warrants initially issued to the agents; and is obligated ii) to issue to each such purchaser 279,175 Additional Units (subject to an aggregate maximum of 558,350 Additional Units) for each 30 days after the four month anniversary of the closing date of the Offering (whether or not continuous) when neither the registration statement nor Rule 144 is available for resale of securities of the Company. In lieu of issuing such Additional Units, the Company had the option, or if shareholder approval was not obtained, to pay the cash equivalent of such Additional Units, deemed to be $0.85 per Additional Unit.

On September 17, 2008 the SEC declared the Company’s registration statement effective and on September 30, 2008 the Company requested shareholder approval for items i) and ii) above and the Company has received these approvals from its shareholders.

e)	On August 6, 2008 the Company issued 100,000 options to purchase the Company’s common stock to an employee.
f)	On August 8, 2008 the Company issued 125,000 common shares in connection with the first extension of the Company’s bridge loan with Global Resource Fund.
g)	On August 13, 2008 the Company issued 100,000 options to purchase the Company’s common stock to an employee.
h)	On August 14, 2008 4,241,500 Share Purchase Warrants expired unexercised.
i)	On September 30, 2008 the Company converted 11,167,000 Special Warrants issued in connection with the Company’s June 18, 2008 private placement into 11,167,000 common shares and 11,167,000 Common Share Purchase Warrants exercisable at a price of $1.50 per common share up to June 18, 2013. The Company also converted 781,690 Special Broker Warrants into 781,690 Broker Warrants exercisable at a price of $0.85 per common share up to June 18, 2010.

The Company has allocated the total net proceeds from the June 18, 2008 offering of $8,558 to the underlying equity instruments comprising the offering, based on the estimated relative fair value of each instrument at the offering date as follows:

		Net Proceeds
Common shares and Additional paid in capital – common shares	$	6,121
Additional paid in capital – share purchase warrants		2,437
	$	8,558

16

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

j) On October 7, 2008 the Company issued 300,000 common shares in connection with the second extension of the Company’s bridge loan with Global Resource Fund.

B)  Fair Value

4,241,500 warrants and 508,980 Agents’ Warrants issued in connection with the Company’s August 14, 2007 private placement, 4,582,613 warrants and 595,739 Agents’ Warrants issued in connection with the Company’s December 28, 2007 private placement and 350,000 Warrants issued in connection with the Company’s February 8, 2008 short-term promissory note issuance are denominated in Canadian dollars while the Company’s functional and reporting currency is the U.S. Dollar. As a result, the fair value of the warrants and Agents’ Warrants fluctuates based on their time and expiry and changes in the exchange rate between the U.S. and Canadian dollar.

EITF 07-5 indicates warrants with exercise prices denominated in a different currency than an entity’s functional currency should not be classified as equity for years beginning on or after December 15, 2008. As a result, these instruments would be treated as derivatives and recorded as liabilities carried at their fair value, with period to period changes in the fair value recorded as a gain or loss in the statement of operations and comprehensive loss. The Company adopted the recommendations of EITF 07-05 on January 1, 2009 and adjusted the warrants to liabilities at that date.

As a result, the Company recorded an adjustment of $3,850 to retained earnings at January 1, 2009 and a $24 charge to general and administrative expenses for the six months ended June 30, 2009 (three months ended June 30, 2009: ($2)) as follows:

		Total
Fair value – At Inception of instruments	$	3,865
Decrease in fair value of instruments - 2007 and 2008		(3,850	)
Fair value – December 31, 2008	$	15
Increase in fair value of instruments – three months ended March 31, 2009		26
Fair value – March 31, 2009	$	41
Decrease in fair value of instruments – three months ended June 30, 2009		(2	)
Fair value – June 30, 2009	$	39
C)  Other

In connection with certain of the Company’s historical private placements totalling $51,586, the Company historically committed to penalties ranging between 1.5% and 15% of the gross proceeds received in the event the subsequent registration statements are not declared effective by the SEC and/or remain effective within specified periods following the closing of the offerings. Pursuant to EITF 00-19-2 Accounting for Registration Payment Arrangements, the Company concluded that at inception and at the balance sheet date, payments under these commitments are not probable. As a result, no liabilities for registration payment obligations are required to be recognized in the consolidated balance sheets at June 30, 2009 and December 31, 2008.

17

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

C)  Warrants

As at June 30, 2009, the following warrants were issued and outstanding:

Number of Warrants	Exercise Price	Expiry Date
541,200	1.00 USD per share	March 21, 2010
508,980	1.40 CDN per share	August 14, 2010
4,582,613	2.00 CDN per share	December 28, 2012
595,739	1.20 CDN per share	December 28, 2009
350,000	1.10 CDN per share	February 8, 2010
5,992,411	1.10 USD per share	March 28, 2010
350,000	1.10 USD per share	March 31, 2010
11,167,000	1.50 USD per share	June 18, 2013
781,690	0.85 USD per share	June 18, 2010
24,869,633	$ 1.44 USD per share

D)  Stock Options and Other Stock-Based Compensation

Stock Options

The Company maintains two Stock Incentive Plans, a 2006 Stock Incentive Plan and a 2008 Stock Incentive Plan, (collectively, the “Plans”) which provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, performance shares and performance units, and stock awards to officers, directors, or employees of, as well as advisors and consultants to, the Company.

All stock options and rights vest over a period determined by the Board of Directors and expire not more than ten years from the date granted. All outstanding stock options currently vest at a rate of 25% every six months over a period of two years, and have a life of 10 years, unless certain change in control provisions are triggered, in which cases the Plans provide for accelerated vesting.

The following is a summary of the Plans at June 30, 2009:

	Options Available for Issue	Shares Reserved for Issuance
2006 Plan	1,305,000	6,325,000
2008 Plan	3,922,449	3,922,449
	5,227,449	10,247,449

18

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

A summary of stock options granted, and exercised and outstanding, under the Plans are as follows:

				Weighted Average
				Exercise
	Shares			Price
Options outstanding at December 31, 2008	5,170,000		$	1.29
Granted in fiscal 2009	-			-
Exercised in fiscal 2009	-			-
Forfeited and expired in fiscal 2009	(150,000	)		1.29
Options outstanding at June 30, 2009	5,020,000		$	1.29

		Fiscal 2009		Fiscal 2008
Weighted average fair value of options granted during the period	$	-	$	0.71
Weighted average fair value of options vested during the period	$	1.03	$	1.11

				Weighted
			Weighted	Average			Weighted
Range of			Average	Remaining			Average
Exercise	Number		Exercise	Contractual	Number		Exercise
Prices	Outstanding		Price	Life (yrs)	Exercisable		Price
$0.42 - $1.00	400,000	$	0.68	7.44	300,000	$	0.73
$1.01 - $1.90	4,620,000		1.34	7.72	4,207,500		1.34
$0.42 - $1.90	5,020,000	$	1.29	7.70	4,507,500	$	1.30

19

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

The fair value of options granted in 2008 has been estimated as of the date of the grant using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 4.5%, dividend yield 0%, an estimated average volatility of 69%, and expected term of 10 years, equal to the full life of the options as at the grant date the Company did not expect any material option awards to be forfeited or exercised early. No options have been granted in 2009.

On August 11, 2008 the Company issued 125,000 common shares to Global Resource Fund (“Global”) as consideration for extending the Company’s bridge loan from July 31, 2008 to September 30, 2008. The fair value of this common stock award was $50, based on the market price of the Company’s common shares at the issue date. The Company accounted for this award by recognizing an expense ratably over the extension period, commencing on the grant date.

On October 7, 2008 the Company issued 300,000 common shares to Global as consideration for extending the Company’s bridge loan from September 30, 2008 to December 29, 2008. The fair value of this common stock award was $30, based on the market price of the Company’s common shares at the issue date. The Company accounted for this award by recognizing an expense ratably over the extension period, commencing on the grant date.

Summary of Stock-Based Compensation Expenses

The following table summarizes stock-based compensation recorded in the consolidated statements of operations:

										Cumulative
										From Inception
		Three		Three						(March 25, 2003)
		Months		Months		Six Months		Six Months		through
		Ended June		Ended June		Ended June		Ended June		June 30,
		30, 2009		30, 2008		30, 2009		30, 2008		2009
Mineral property exploration expenses	$	15	$	137	$	42	$	385	$	1,741
General and administrative		78		650		103		1,423		6,086
Total stock-based compensation	$	93	$	787	$	145	$	1,808	$	7,827

As at June 30, 2009, there was $94 of unrecognized compensation cost related to unamortized stock options. (December 31, 2008: $397)

NOTE 7 – MINERAL PROPERTY PURCHASE OBLIGATIONS

In the normal course of business the Company enters into contractual obligations with Colombian titleholders to acquire mineral and exploration rights. Upon signing, typically 25% of the negotiated purchase price is immediately due and payable with an additional 25% due when all required documentation has been submitted to the local mining department and the final 50% due when the mining claim has been successfully transferred and registered in the Company’s name. The Company records the full contractual obligation as a contract liability upon signing. The timing and magnitude of repayment of these obligations will vary between periods as will cash flows related to these obligations.

20

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

NOTE 8 – SHORT TERM PROMISSORY NOTE AND RELATED PARTY ADVANCES

On February 8, 2008 the Company entered into a $2,500 short-term promissory note with Global. One of the Company’s former directors serves as Chief Executive Officer of a company that is a participant in the note (this Director resigned from his position on the Company’s Board of Directors on January 31, 2009). The loan, collateralized by a joint and several guarantee of RNC (Colombia), Caldas and Gavilan, in turn secured by the Company’s investment in Caldas and Gavilan, was due and payable on or before July 31, 2008. Upon signing, a $75 fee was paid to the note holder. The note bore interest at 12.5% per annum, with monthly interest payments commencing February 29, 2008.

In connection with this promissory note, the Company issued warrants to purchase 350,000 shares of the Company’s common stock with each warrant exercisable at any time up to February 8, 2010 at an exercise price of CDN $1.10 per share. If the warrants are not exercised by the expiration date, the lender may require the Company to repurchase the warrants for $50.

The Company has allocated the total net proceeds received of $2,500 to the underlying instruments, based on the estimated relative fair value of each instrument as follows:

		Net Proceeds
Short-term promissory note	$	2,400
Additional paid in capital – share purchase warrants		100
	$	2,500

On August 7, 2008 Global agreed to extend repayment of the loan until September 30, 2008 (the “first extension”). In return for this extension, the Company agreed to pay Global $50 upon maturity and issued 125,000 shares of the Company’s common stock.

On October 7, 2008 Global agreed to extend repayment of the short-term promissory note until December 29, 2008 (the “second extension”). In return for this extension, the Company agreed to pay Global a further $50 and issued to Global 300,000 shares of the Company’s common stock. In connection with this extension, the interest rate payable on the loan from the date of the second extension was increased to 15% per annum, and the Company’s commitment to repurchase the lender’s 350,000 warrants was increased from $50 to $100 in the event the warrants expire unexercised.

Included in the $2,864 amount reflected on the consolidated balance sheet at June 30, 2009 is outstanding principal of $2,600, (representing the original $2,500 principal and August 7, 2008 and October 11, 2008 extension fees) and interest of $264 (representing unpaid interest to June 30, 2009).

The Company was unable to repay the Note on December 29, 2008 and as a result, pursuant to the Note’s contractual terms, Global has the right to exercise its right to the Note’s underlying security interest, being the Company’s investments in RNC (Colombia), Caldas and Gavilan. Global has not demanded payment of the note and continues to work with the Company while the Company reviews its strategic alternatives. In March, 2009 the Company agreed to pledge to Global additional security in the form of the Company’s mineral exploration properties and rights held by Caldas and Gavilan. In April, 2009, the Company was informed that certain of the Company’s trade creditors placed a lien on the Company’s mineral properties in order to protect their rights to payment. The Company is currently in discussions with these creditors in connection with the Medoro transaction and working with its advisors to develop a method of pledging additional security to Global under these circumstances.

21

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

Certain of the Company’s officers have provided working capital advances totalling $3,869 at June 30, 2009 (December 31, 2008 - $2,875). These advances, which are unsecured, are non-interest bearing, and have no specified repayment terms, have been classified as current liabilities in the consolidated balance sheet.

NOTE 9 – RELATED PARTY TRANSACTIONS

During the normal course of operations, the Company engages in transactions with certain directors, senior officers, and shareholders of the Company.

Related party transactions reflected within the Company’s consolidated financial statements include:

a)	Management and consulting fees paid to certain directors, senior officers, and shareholders of the Company in fiscal 2009 and 2008.
b)	The issuance of a short-term promissory note during the first quarter of fiscal 2008 whereby one of the Company’s former directors serves as an executive of a company that is a participant in the note as disclosed in Note 8.
c)	Unsecured working capital advances provided by a Company controlled by i) the Company’s President, and ii) the Company’s Vice Chairman and CEO in fiscal 2009 and 2008.

During the three months ended June 30, 2009 the Company:

a)	Paid $NIL for board and committee meeting fees to non-management directors of the Company (six months ended June 30, 2009: $NIL).
b)	Paid $NIL in management, salary, and consulting fees to non-management directors of the Company (six months ended June 30, 2009: $8).
c)	Paid $NIL in management, salary, and consulting fees to non-management shareholders of the Company (six months ended June 30, 2009: $106).

During the three months ended June 30, 2008 the Company:

a)	Paid $24 for board and committee meeting fees to non-management directors of the Company (six months ended June 30, 2008: $159).
b)	Paid $45 in management, salary, and consulting fees to non-management directors of the Company (six months ended June 30, 2008: $73).
c)	Paid $51 in management, salary, and consulting fees to non-management shareholders of the Company (six months ended June 30, 2008: $102).
d)	Paid $129 for interest and administration fees on short-term bridge loans (six months ended June 30, 2008: $312).

Included in accounts payable and accrued liabilities at June 30, 2009 is $895 owing to directors and senior management of the Company. Related party advances at June 30, 2009 total $3,869.

22

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

Included in prepaid expenses and deposits at December 31, 2008 is $45 related to a director of the Company. Included in accounts payable and accrued liabilities at December 31, 2008 is $78 owing to directors and senior management of the Company.

NOTE 10 - SEGMENTED INFORMATION

The Company has determined that it operates in a single reportable segment, being the acquisition of, exploration for, and development of mineral properties.

NOTE 11 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s bank indebtedness is with major Colombian financial institutions. Colombian account balances are converted to U.S. dollars at the closing exchange rate at the balance sheet date and accordingly are classified within Level 1 of the fair value hierarchy. The Company’s short term promissory note is classified within Level 1 of the fair value hierarchy. The Company’s related party advances are classified within Level 2 of the fair value hierarchy. For all financial instruments fair value is equivalent to carrying value at June 30, 2009 and December 31, 2008.

NOTE 12 – ACCOUNTING DEVELOPMENTS

a)	In February 2007 the FASB issued FAS 159 – The Fair Value Option for Financial Assets and Financial Liabilities. FAS 159 offers an irrevocable option to carry eligible financial assets and liabilities at fair value, with the election to be made on an instrument by instrument basis, with changes in fair value recorded in earnings. FAS 159 expands the use of fair value measurement for many companies, which is consistent with the FASB’s long-term measurement objectives for accounting for financial instruments. FAS 159 is effective as of an entity’s first fiscal year that begins after November 15, 2007 and is applied prospectively. The adoption of FAS 159 had no impact on the Company’s financial statements.
b)	In December 2007, the FASB issued FAS 141(R), Business Combinations, which replaces FAS 141 prospectively effective for business combinations in the first annual reporting period after December 15, 2008. Early adoption is not permitted. Under FAS 141(R), business acquisitions will be accounted for under the “acquisition method”, compared to the “purchase method” mandated by FAS 141. The adoption of FAS 141(R) had no impact on the Company’s financial statements.
c)	In December 2007, the FASB issued FAS 160 – Non-Controlling Interests in Consolidated Financial Statements which is effective for periods beginning after December 15, 2008. Under FAS 160, non-controlling interests are measured at 100% of the fair value of assets acquired and liabilities assumed and are classified as a separate component of shareholders’ equity. The provisions of FAS 160 are to be applied prospectively with the exception of the presentation and disclosure, which are to be applied for all prior periods presented in the financial statements. The adoption of FAS 160 had no impact on the Company’s financial statements.

23

COLOMBIA GOLDFIELDS LTD.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Amounts in US Dollars, In Thousands, Except Share and Per Share Amounts)
 

NOTE 13 – COMMITMENTS AND CONTINGENCIES

i)	Caramanta Properties
	a)	On August 27, 2007 the Company entered into an agreement with an unrelated party that provides the Company with an option to acquire 100% of concession No. 669-17 in the Caramanta region. Over a twenty-four month period the Company has the option to pay a total of 2.4 billion Colombian pesos ($1,112) to acquire a 100% interest in the property. At June 30, 2009 the Company has expended an initial 543 million pesos ($252) for a 20% interest. Should the Company decide not to continue with the project, the Company is not obligated to make any further payments and title to the project remains with the original owner.
	b)	On March 17, 2008 the Company entered into an agreement with an unrelated party that provides the Company with an option to acquire Concession No. 653-17 in the Caramanta region. Over a twenty-four month period the Company has the option to pay a total of 1.0 billion Colombian pesos ($463) to acquire a 100% interest in the property. A June 30, 2009 the Company has expended an initial 300 million pesos ($139) for a 30% interest. Should the Company decide not to continue with the project, the Company is not obligated to make any further payments and title to the project remains with the original owners.
	c)	The Company has other options with various unrelated parties totalling 730 million Colombian pesos ($339) to acquire 100% interests in the properties, subject to the concessions being granted to the underlying applicants and subsequently being transferred to and registered in the name of the Company.

NOTE 14 – RECLASSIFICATIONS

Certain prior period amounts have been reclassified to conform to the current period presentation.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

This Management’s Discussion and Analysis (“MD&A”), prepared as of July 31, 2009, is intended to supplement and complement our unaudited interim consolidated financial statements and notes thereto (our “Financial Statements”) for the three and six months ended June 30, 2009 prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). You are encouraged to review our Financial Statements in conjunction with your review of this MD&A. Additional information relating to our Company is available at www.sec.gov.com and www.sedar.com. All dollar amounts in our MD&A are expressed in U.S. dollars, unless otherwise specified.

Forward-Looking Statements

This MD&A contains forward-looking statements that are based on the beliefs of our management and reflect our current expectations as contemplated under section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this MD&A, 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 Ltd. 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.

See “Risks and Uncertainties” elsewhere in this MD&A. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Our Business

We were incorporated under the laws of the State of Nevada, U.S.A., on March 25, 2003 and changed our name from Secure Automated Enterprises, Inc. to Colombia Goldfields Ltd. (“CGL” or the “Company”) on May 13, 2005. On July 31, 2006, our jurisdiction of incorporation was changed to the state of Delaware.

We are an exploration stage company engaged in the acquisition and exploration of mineral resource properties. The Company’s head office is located in Toronto, Canada and its exploration and administrative office is located in the city of Medellin, Colombia. Our main activity is the exploration and development of the Marmato Mountain Gold District in Western Colombia. The Marmato Mountain Gold District is located 80 km south of Medellin. We are focused on two areas within the Marmato Mountain Gold District. These are Zona Alta (Upper Zone) of Marmato Mountain and the Caramanta Exploration Properties. The Caramanta Exploration Properties surround the Marmato Mountain.

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Second Quarter 2009 Overview

In light of recent economic instability, created primarily by the banking and credit crisis in the U.S. and the resulting deterioration of global financial markets, at the end of fiscal 2008 the Company determined it necessary to revisit its short-term operating plan. In connection with this review, in the fourth quarter of 2008 we announced the suspension of additional drilling beyond the completed 46,000 meters on Zona Alta to reduce our ongoing operating expenses. Results from the 46,000 meters of Zona Alta drilling are being reviewed to update our resource estimate for the Marmato Project. In light of current market conditions, we also commenced evaluating strategic options to address our short-term and long-term project development goals and liquidity issues. During the second quarter of fiscal 2009, the Company’s ongoing operations continued to be financed by unsecured working capital advances from a company controlled by i) the Company’s President, and ii) the Company’s Vice Chairman, Chief Executive Officer.

As a result of the recent turmoil in worldwide financial markets and the reluctance of investors to participate in the exploration sector, the Company has been unable to raise the required capital necessary to complete the Zona Baja (Mineros) transaction and address the Company’s current working capital deficiency.

The Company is therefore unable at this time to advance its ultimate goal of combining Zona Alta and Zona Baja and continued in the second quarter of fiscal 2009 to review all strategic alternatives, including a potential sale of all or some of the Company’s assets. The Company canvassed a number of qualified parties with respect to a possible strategic transaction with the Company and several interested parties reviewed information regarding the Company pursuant to confidentiality agreements. In addition, the Company continued to explore potential financing opportunities.

On June 5, 2009, the Company and Medoro Resources Ltd. (“Medoro”) entered into an Arrangement Agreement pursuant to which Medoro will acquire all of the issued and outstanding shares of the Company in exchange for common shares and warrants to Medoro. Under the proposed arrangement, which is subject to, among other things, regulatory approval and stockholder approval by the Company, Medoro will issue 29,266,856 shares and 940,720 warrants to the stockholder of the Company in exchange for the 104,524,486 outstanding share of the Company. The share exchange ratio is 0.28 of a share plus 0.009 of a consideration warrant of Medoro for each share of the Company. Each full warrant is exercisable into one Medoro common share at a subscription price of Cdn$0.50 per Medoro common share for a term of two years. One of the conditions of the Arrangement Agreement is that, prior to closing, the Company will have reached agreements, acceptable to Medoro, with its key creditors on the repayment of outstanding debts and accounts payable.

On August 7, 2009 Medoro increased the exchange ratio to 0.336 of a common share plus 0.0108 of a purchase warrant such that Medoro will issue 35,120,277 common shares and 1,128,864 warrants upon closing of the proposed transaction.

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At June 30, 2009 the Company has a significant working capital deficiency including $21,413 in current liabilities as follows:

Bank indebtedness	$	239
Accounts payable and accrued liabilities		9,284
Mineral property purchase obligations		5,157
Related party advances		3,869
Short-term promissory note		2,864
	$	21,413

In the second quarter of 2009 the Company continued discussions with its creditors and parties to the Company’s mineral property purchase obligations to ascertain their willingness to work with the Company to restructure its obligations and advance the proposed transaction with Medoro. The Company has completed terminating all but essential personnel in both its Toronto and Medellin offices in order to further reduce the Company’s monthly operating cash requirements. There can be no assurance that impacted parties will cooperate with the Company in respect to these initiatives. Both the Company’s i) President, and ii) Vice Chairman, CEO are supportive of the Company’s efforts to restructure its operations given the current gold prices, however their ability to provide significant additional working capital advances has become increasingly difficult. There can be no assurance that additional funding from these individuals will be available on acceptable terms to the Company or at all.

The Company has outstanding a short-term promissory note to Global Resource Fund (“Global”). The note is collateralized by the Company’s investment in RNC (Colombia) Ltd. and collateralized by a pledge of the Company’s investments in Caldas and Gavilan. Caldas is the Company’s principal operating subsidiary and the titleholder of the Company’s mineral rights and legal mine titles. The loan was due December 29, 2008 and the Company was unable to repay the note at that time. In connection with the Company’s attempts to advance other strategic and/or financing alternatives, the Company has advised the holder of the Company’s efforts to secure additional financing and/or a strategic partner. There can be no assurance the Company’s short-term promissory note will be repaid or that the holder will not call the loan or exercise its rights to the loan’s underlying collateral.

The ability of the Company to continue as a going concern is dependent on the ongoing discussions and/or forbearance with its lenders, creditors, and mineral property obligation holders, as well as obtaining additional financing. There is no assurance that our lenders will cooperate with the Company, that the Company’s creditors will provide accommodations, or that a financing or other transaction can be completed on terms acceptable to the Company.

The Company has reduced its staffing levels to approximately 30 at June 30, 2009 and has suspended further exploration activities while management continues its ongoing review of strategic alternatives.

Impact of Market Conditions

As of the date of the MD&A, the current economic uncertainty and weakness in the capital markets continues to negatively impact the industry. Similar to other companies in the industry, we continue to experience difficulty raising the additional capital necessary to fund our ongoing operations. The Company continued during the second quarter to canvass qualified parties regarding a potential merger or sale of some or all of the Company’s assets, however management believes there are a large number of junior mining companies pursuing similar strategies and a finite number of potential acquirers given the current economic environment. On June 5, 2009 we entered into an Arrangement Agreement with Medoro as described in our preliminary proxy statement filed with the SEC.

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The Company has been unable to pay its promissory note with Global that was due December 29, 2008. The note holder has not demanded repayment of the note and continues to work with the Company while the Company reviews its strategic alternatives. In return, in March, 2009 the Company agreed to pledge the Company’s Colombian mineral and exploration properties and rights as additional security for the note. In April, 2009 the Company was informed that certain of the Company’s trade creditors have also placed a lien on the mineral properties. We are currently working with our advisors to develop a method for pledging to Global additional security under these circumstances.

Management believes that it is able to continue as a going concern based on the reduced level of expenditures and continued unsecured working capital advances received from a company controlled by i) the Company’s President, and ii) the Company’s Vice Chairman and CEO. Should these working capital advances become unavailable or should the Company’s creditors become unwilling to work with the Company while it endeavors to secure additional financing or complete a transaction with a strategic partner, the going concern assumption may cease to be valid in the future and the impact on the Company’s ability to continue operations could be significant.

Marmato Mountain – Zona Alta

As at June 30, 2009, the Zona Alta of Marmato Mountain in Colombia hosts approximately 275 small mines, and Compañia Minera de Caldas, S.A. (“Caldas”), our Colombian subsidiary, is seeking to purchase each of these. We own 95% of Caldas, with the remaining 5% held directly or indirectly by directors, officers, and senior management of the Company, as Colombian law requires a minimum of five shareholders. Of these mines, 83 have registered titles in the Ministry of Mines in the province of Caldas. We refer to these mines as Category 1. Another 36 mines, referred to as Category 2, are located in an area called CHG-081, in which there is one mining concession contract, and we refer to these mines as Category 2. Once the Category 2 mines have been purchased, Caldas will own the entire CHG-081 contract. Our objective is to secure ownership of these 119 properties. Approximately 90 of the remaining mines have made applications for legalization. We refer to these mines as Category 3. Of the applications made, management believes that less than 20 will be approved. Approximately 66 are illegal mines.

Certain mining properties have been purchased or optioned and are awaiting final payment once the documentation and registration is complete. The total number of legal mining titles acquired by Caldas at June 30, 2009 is 109, compared to 109 at December 31, 2008. Of these mines, 95 are currently registered in the name of Caldas. In April, 2009 we were informed that certain of our trade creditors have placed liens on our mining properties to protect their rights to payment.

Principal factors affecting our results of operations

Our consolidated financial statements are prepared in accordance with U.S. GAAP, and we maintain our accounts in U.S. Dollars.

We believe the key determinants of our operating and financial results are:

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(a)	The state of capital markets, which affects our ability to finance acquisitions and exploration activities;
(b)	The valuation of mineral properties, as exploration results provide further information relating to the underlying reserves of such properties; and
(c)	Prices for metals, particularly gold.

There is no assurance that commercially exploitable reserves of gold exist on any of our property interests. In the event that commercially exploitable reserves of gold exist on any of our property interests, there is no guarantee that we will make a profit. If we cannot acquire or locate gold deposits, or if it is not economic to recover the gold deposits, our business and operations will be materially adversely affected.

Revenues

We have not yet completed our economic feasibility studies to establish the existence of proven or probable reserves for our properties. To date, we have not produced any gold, and, as a result, we have not recognized any revenues from mining activities for the period since incorporation to June 30, 2009.

Expenses

Our primary expenses consist of mineral property exploration expenditures and general and administrative expenses.

Critical accounting policies

The following are the accounting policies that we consider to be critical accounting policies. Critical accounting policies are those that are both important to the portrayal of our financial condition and results of operations and those that require the most difficult, subjective, or complex judgments, often as result of the need to make estimates about the effect of matters that are subject to a degree of uncertainty.

Going Concern

We incurred a net loss of $85,106,000 for the period from inception on March 25, 2003 to June 30, 2009, and we are not presently generating any revenue. We have a working capital deficiency of $21,378,000 at June 30, 2009. Furthermore, we have used $62,699,000 during this period to fund our operations and mineral acquisitions program.

As at June 30, 2009 we do not have any cash resources and we will need to raise additional debt or equity financing during fiscal 2009 to continue to execute our business plan. We currently do not have any secure arrangements for additional financing. There can be no assurance that additional financing will be available to us on acceptable terms, or at all. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result should we cease to continue as a going concern. Readers of this MD&A should refer to the Company’s Annual Consolidated Financial Statements for the year ended December 31, 2008 and our unaudited interim Consolidated Financial Statements for the three and six months ended June 30, 2009 and in particular Note 1 – “Going Concern and Nature of Operations” to these consolidated financial statements for further information.

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Basis of Presentation

Entities that are controlled by us, either directly or indirectly, are consolidated. Control is established by our ability to determine strategic, operating, investing and financing policies without the co-operation of others. We analyze our level of ownership, voting rights and representation on the board of directors in determining if control exists by any one, or a combination, of these factors.

Our consolidated financial statements include the accounts of (i) Colombia Goldfields Ltd., a Delaware Corporation, (ii) our wholly-owned subsidiary RNC (Colombia) Limited, a Belize corporation and its 95% owned subsidiary, Compania Minera de Caldas, S.A., a Colombia corporation, and (iii) our 94% interest in Gavilan Minerales, S.A. (“Gavilan”), a Colombia Corporation. Colombian law requires a minimum of five shareholders for Colombian companies; as a result, the remaining 5% ownership of Caldas and 6% ownership of Gavilan are held by directors, and senior management of the Company. The directors and senior management of Caldas and Gavilan have executed voting and support agreements in favor of the Company. All significant inter-company transactions and balances are eliminated upon consolidation.

Mineral Property Rights Acquisition and Exploration and Development Expenditures

Our mineral property rights acquisition and exploration activities consist of

i)	The acquisition of mineral concessions;
ii)	The acquisition of mineral and exploration rights from existing titleholders;
iii)	The exploration of acquired mineral properties and related activities; and
iv)	The allocation of stock-based compensation related to participants in our stock option plan.

Costs of acquiring mining properties, including interest costs attributable to mineral property acquisitions, are capitalized upon acquisition. Pursuant to Statement of Financial Accounting Standards (SFAS) No.34, Capitalization of Interest Costs, interest costs attributable to mineral property acquisitions are also capitalized. Mine development costs incurred either to develop new ore deposits, expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is commercially mineable. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. We evaluate the carrying value of capitalized mining costs and related property, plant and equipment costs, to determine if these costs are in excess of their net recoverable amount whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The periodic evaluation of carrying values of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets.

Title on mineral properties and mining and exploration rights involve certain inherent risks due to the difficulties of determining the validity of certain claims, as well as the potential for problems arising from the frequently ambiguous conveyance history of many mining properties. We cannot give any assurance that title to such properties will not be challenged or impugned and we cannot be certain that we will have valid title to our mining properties. We rely on title opinions by legal counsel in Colombia.

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Stock-Based Compensation

On January 1, 2006, we applied SFAS No. 123(R), Share-Based Payment, to account for stock options and similar equity instruments issued. Accordingly, compensation expense attributable to stock options or similar equity instruments granted is measured at the fair value at the grant date, using the Black-Scholes option pricing model and a graded approach and the resultant compensation expenses are classified in our consolidated statement of operations based on the classification of the underlying option plan participants’ related compensation expenses. In the event stock options are forfeited, any previously recognized compensation expense related to unvested and expiring awards is recognized in earnings in the period of forfeiture. The majority of our stock-based compensation relates to either i) mineral exploration activities associated with our exploration personnel or ii) general and administrative expenses associated with our administrative employees, directors, and consultants.

Although the assumptions used to record stock compensation expense reflect management’s best estimates, they involve inherent uncertainties based on market conditions generally outside of our control. If other assumptions were used, stock-based compensation expense could be significantly impacted. As stock options are exercised, the proceeds received on exercise, in addition to the previously recognized amounts related to those stock options, are credited to stockholders’ equity.

Selected Financial Information

														Cumulative
														from Inception
		Three			Three						Six			(March 25, 2003
		Months			Months			Six Months			Months			through
		Ended June			Ended June			Ended June			Ended June			June 30,
		30, 2009			30, 2008			30, 2009			30, 2008			2009	)
Statement of Loss and Deficit
Total Operating Expenses	$	3,032,000		$	4,984,000		$	2,504,000		$	12,069,000		$	99,161,000
Net loss and comprehensive loss	$	(3,032,000	)	$	(3,809,000	)	$	(2,504,000	)	$	(9,984,000	)	$	(85,106,000	)
Loss per Share-basic and diluted	$	(0.03	)	$	(0.04	)	$	(0.02	)	$	(0.11	)
Balance Sheet Data								As at
		As at						December
		June 30,						31,
		2009						2008
Total Assets	$	26,030,000					$	26,126,000
Total Long-Term Debt	$	-					$	-
Total Liabilities	$	21,413,000					$	19,150,000
Total Shareholders’ Equity	$	4,617,000					$	6,976,000

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The following table sets forth selected financial information for the three and six months ended June 30, 2009 and June 30, 2008. This summary of selected financial information is derived from, and should be read in conjunction with, and is qualified in its entirety by reference to, our unaudited financial statements for the three and six months ended June 30, 2009 and the related note disclosures.

Results of Operations – Second Quarter 2009 Compared with Second Quarter 2008

For the three months ended June 30, 2009, we recorded a net loss of $3,032,000 (2008- $3,809,000). We generated interest and other income of $NIL (2008-$7,000). The primary contributors to our net loss for the three months ended June 30, 2009 were mineral property exploration expenses of $420,000 (of which $15,000 related to non-cash stock-based compensation expenses) and general and administrative expenses of $707,000 (of which $78,000 related to non-cash stock-based compensation expenses), along with foreign exchange losses of $1,891,000, primarily related to unrealized foreign exchange losses on the translation of foreign currency-denominated accounts payable and accrued liabilities, and mineral property purchase obligations.

For the comparative period, the primary contributors to our net loss were mineral property exploration expenses of $4,254,000 (of which $137,000 related to non-cash stock-based compensation expenses) and general and administrative expenses of $1,560,000 (of which $650,000 related to non-cash stock-based compensation expenses).

Our operations typically involve the following activities and expenditures:

i)	The acquisition of mineral concessions: To June 30, 2009, this has consisted primarily of payments for the assignment contracts and subsequent full legal titles associated with the Caramanta properties, the acquisition of Zona Alta concessions via our purchases of RNC, and the purchase of the Kedahda properties. The concessions we acquire typically grant to the concessionaire the right to carry out, within the given area, the studies, works and installations necessary to establish the existence of the minerals and to exploit them according to rules and criteria belonging to the accepted techniques of geology and mining engineering. During the three and six months ended June 30, 2009, we did not expend any cash on the acquisition of mineral concessions.
ii)	The acquisition of mineral and exploration rights. This typically involves staged payments to affected landholders and related stakeholders. The procedure for payment is normally a payment of 25% of the total negotiated purchase price on signing, 25% when title to all documentation has been submitted to the local mining department and the final 50% payment when the mining claim has been registered in Caldas’ name. Satisfactory resolution of local landowner concerns is essential to the eventual development and operation of modern gold mines on Marmato Mountain. As at June 30, 2009, we had reached agreements with the titleholders to secure 109 legal titles deemed desirable in our business plan, with 95 titles registered in Caldas’ name. During the three and six months ended June 30, 2009, we did not expend any cash on mineral and exploration rights and have obligations as at June 30, 2009 to make payments of $5,157,000 pursuant to amounts owing under our purchase agreements; and
iii)	The exploration of acquired mineral properties and related activities. This typically involves the payment of salaries, wages, and other costs attributable to furthering our mineral concessions and rights, along with allocated stock-based compensation costs. During the three months ended June 30, 2009, we expended a total of $420,000 on exploration activities (six months ended June 30, 2009:$700,000).

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As a result of the scale-back of our operations, our mineral property exploration expenses decreased significantly for the three months ended June 30, 2009 to $420,000 (including $15,000 in stock-based compensation) from $4,254,000 (including $137,000 in stock-based compensation) for the three months ended June 30, 2008.

General and administrative expenses also decreased in the three months ended June 30, 2009 to $707,000 compared to $1,560,000 for the three months ended June 30, 2008. A significant component of general and administrative expenses is allocated stock-based compensation, which totaled $78,000 in the second quarter of fiscal 2009 compared to $650,000 in the second quarter of fiscal 2008. As well, in the second quarter of fiscal 2009 the Company incurred $1,891,000 in foreign exchange losses on the translation of foreign currency-denominated monetary assets and liabilities, as the majority of the Company’s accounts payable and accrued liabilities are denominated in Colombian pesos and are impacted by fluctuations in foreign currency rates. During the second quarter of fiscal 2009 the U.S. dollar weakened against the Colombian peso by approximately 16% (CP 2,158 to 1 USD at June 30, 2009 vs. CP 2,561 to 1 USD at March 31, 2009), resulting in the aforementioned foreign exchange losses on translation of foreign currency denominated working capital items.

For the six months ended June 30, 2009 we incurred a net loss of $2,504,000 compared to $9,984,000 for the six months ended June 30, 2008. The primary contributors to our year-to-date fiscal 2009 loss were $700,000 in mineral property exploration expenses, $1,038,000 in general and administrative expenses, foreign exchange losses of $737,000, and amortization of $29,000.

During the second quarter of fiscal 2009, we used cash of $595,000 in operations (2008 - $5,475,000). The majority of our operating cash requirements consisted of exploration costs incurred in our Colombian operations, and consulting fees, travel expenses, and audit and legal fees related to regulatory compliance and our proposed combination with Medoro. During the second quarter of fiscal 2009, we received $548,000 in related party advances and experienced an increase in bank indebtedness of $47,000, primarily due to the aforementioned foreign exchange losses.

As at June 30 2009, our working capital deficiency of $21,378,000 consisted of i) prepaid expenses and deposits of $35,000; and ii) current liabilities of $21,413,000, consisting primarily of amounts owing to Marmato titleholders under our mineral and exploration rights purchase agreements (at June 30, 2009, $5,157,000 is owing pursuant to these agreements), $2,864,000 related to our short-term promissory note with Global, $3,869,000 in related party advances and the balance associated with accounts payable and accrued liabilities. While we endeavor to manage the timing of these payments, the timing of settlement of these liabilities remain uncertain. Payment of our mineral and exploration rights agreements are typically due as the contracts progress through the Colombian government approval process.

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Liquidity and Capital Resources

Our cash and working capital positions as at the dates indicated were as follows:

		As at		As at
		June 30, 2009		December 31, 2008
Cash and cash equivalents	$	-	$	-
Working capital deficiency	$	21,378,000	$	(19,065,000	)

We have historically relied on equity capital to fund our operations and mineral property acquisition and exploration activities. For the cumulative period from March 25, 2003 to June 30, 2009 we have raised $62,699,000 from the issuance of shares of common stock, special warrants, share purchase warrants, and short-term bridge loans (net of repayments) and used $62,699,000 to fund operations and mineral property acquisition and exploration activities, leaving no cash resources and a working capital deficiency of $21,378,000 as at June 30, 2009.

On February 8, 2008, we borrowed $2,500,000 from Global pursuant to a promissory note issued to Global (the “Promissory Note”). Auramet Trading, LLC is a participant in the loan and one of our former directors, James Verraster, serves as Chief Executive Officer of Auramet Trading, LLC. The Promissory Note provided for a $2,500,000 secured loan maturing on July 31, 2008. The borrowing under the Promissory Note is secured by guarantees and pledges of our subsidiaries. The guarantee is, in turn, secured by first priority pledges of the shares of such subsidiaries held directly and indirectly by the Company. The borrowing under the Promissory Note bore interest at the rate of 12.5% per annum, and interest payments were due monthly on the last day of the month, commencing on February 29, 2008. Proceeds from the borrowing were used in connection with the Company’s bid to acquire all the issued and outstanding shares of Mineros, as described elsewhere in the MD&A, as well as for general corporate purposes. In connection with the loan, we issued 350,000 common share purchase warrants to Global and we paid an up-front fee equal to 3.0% of the borrowing under the promissory note. Each warrant entitles the holder to purchase one common share at an exercise price of CDN $1.10 for a period of 24 months from the date of closing. If the warrants were not exercised by the expiration date, pursuant to the loan the holder could require us to repurchase the warrants for $50,000.

On August 7, 2008 the lender extended the maturity of the loan to September 30, 2008 in exchange for an extension fee of $50,000 and the issuance by the Company of 125,000 shares of our common stock. On October 7, 2008 the lender further extended the loan to December 29, 2008 in exchange for an extension fee of $50,000 and the issuance by the Company of 300,000 shares of our common stock. In addition, the agreement provides that the price that the lender could require the Company to repurchase its 350,000 warrants was increased to $100,000.

We were unable to make certain required interest payment in the fourth quarter of fiscal 2008 and were unable to repay the loan on December 29, 2008. As a result, the lender has the right to exercise its right to the loan’s underlying security. There can be no assurance that the lender will exercise its right to its security, in which included our investments in RNC (Colombia), Caldas and Gavilan. In March, 2009 we agreed to pledge as additional security the Company’s mineral and exploration properties and rights while we continue to review our strategic and financing alternatives. In April, 2009 we were informed that certain of our trade creditors placed a lien on our mineral properties in order to protect their rights to payment. We are currently in discussions with these creditors in connection with the Medoro transaction and are working with our advisors to develop a method of pledging additional security to Global under these circumstances.

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As at June 30, 2009, we do not have any cash resources and we will need to raise additional equity financing to continue operations. There can be no assurance that we will be successful in raising additional funding or complete the proposed Medoro transaction. If we are not able to secure additional funding, the implementation of our business plan will be impaired and we may lose our option to purchase certain mining and mineral rights, our rights to certain Zona Alta mineral properties, and there can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Off-balance sheet arrangements, Commitments, and Contingencies

Caramanta Properties

a)

Concession No. 669-17

Pursuant to an option agreement to purchase concession No. 669-17 in the Caramanta region, in the event that we determine it in the best interest of the Company to continue exploration, the contract specifies the following scheduled payments required to obtain a 100% interest in the project: fiscal 2007 - 300 million pesos; fiscal 2008 – 660 million pesos and fiscal 2009 – 1.44 billion pesos. To June 30, 2009 we have made payments totalling 543 million pesos (approximately $252,000) against the total 2.4 billion pesos (approximately $1,112,000) contract. In the event we chose not to continue the project, no further payments are required and the option would be terminated.

b)

Concession No. 653-17

Pursuant to an option agreement to purchase concession No. 653-17 in the Caramanta region, in the event that we determine it in the best interest of the Company to continue exploration, the contract specifies the following scheduled payments required to obtain a 100% interest in the project: fiscal 2008 – 450 million pesos; fiscal 2009 – 350 million pesos; fiscal 2010-200 million pesos. To June 30, 2009 we have made payments totalling 300 million pesos (approximately $139,000) against the total 1.0 billion pesos (approximately $463,000) contract. In the event we chose not to continue the project, no further payments are required and the option would be terminated.

c)

Other Concessions and Legalization Proposals (644-17, 805-17)

The Company has other options with various unrelated parties that provide us with options to acquire other property interests in the Caramanta Region. The Company has options to pay a total of 730 million pesos (approximately $339,000) to acquire 100% interests in the properties, subject to the concessions being granted to the underlying applicants and subsequently being transferred to and registered in the name of the Company. To date we have made payments totalling 635 million pesos (approximately $295,000).

Contractual obligations

We have an employment contract with Mr. J. Randall Martin, our Chief Executive Officer and Vice Chairman, through September 30, 2011. Under the contract, Mr. Martin is entitled to receive monthly compensation of $20,000, and is eligible to participate in our share compensation arrangements. In addition, Mr. Martin is entitled to reimbursement of all reasonable out-of-pocket expenses incurred in the performance of his duties. If Mr. Martin’s contract is terminated without cause, he is entitled to receive a lump sum equal to 12 months monthly compensation and accelerated vesting of his options. Under the contract, Mr. Martin has disclaimed any rights to all intellectual property created by him or jointly with others while with us. In addition, following termination of the contract, Mr. Martin will be subject to a one year non-competition covenant.

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We have a two-year consulting contract with Dr. Stewart Redwood, our Vice President of Exploration, through September 30, 2010. Under the contract, Dr. Redwood is entitled to receive compensation at the rate of $1,000 per day and is eligible to participate in our share compensation arrangements. In addition, he is entitled to reimbursement of all reasonable out-of-pocket expenses incurred in the performance of his duties.

We have an employment contract with Mr. Thomas Lough, our President, through October 15, 2011. Mr. Lough is also the President and a director of Investcol. We purchased our 100% interest in RNC from Investcol. Under the contract, Mr. Lough is entitled to receive monthly compensation of CDN $15,000. In addition, Mr. Lough is entitled to reimbursement of all reasonable out-of-pocket expenses incurred in the performance of his duties. If Mr. Lough’s contract is terminated without cause, he is entitled to recover a lump sum equal to 12 months monthly compensation and accelerated vesting of his options. Under the contract, Mr. Lough has disclaimed any rights to all intellectual property created by him or jointly with others while with us. In addition, following termination of the contract, Mr. Lough will be subject to a one year non-competition covenant.

Related Party Transactions

During certain periods, we paid management and consulting fees to directors, senior officers and shareholders. Further information on these transactions is provided in our accompanying consolidated financial statements under “Related Party Transactions”.

The Company has received from time to time advances totaling $3,869,000 at June 30, 2009 from RNC (Management) Ltd., a Company controlled by i) the Company’s President, and ii) the Company’s Vice Chairman and CEO. The advances are unsecured, non-interest bearing, and are being used to finance the Company’s ongoing operations while alternative sources of financing are pursued.

One of our directors, Edward Flood, serves as Managing Director, Investment Banking with Haywood Securities, UK, Limited. The Company pays fees to Haywood from time to time for services rendered as agent in connection with financings undertaken by the Company. Certain of our directors also receive consulting fees from the Company as described elsewhere in this report.

Risks and Uncertainties

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in the prospectus and amendments thereto we filed in connection with our recent private placements (available on www.sec.gov.com) before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed.

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Going Concern

We incurred a net loss of $85,106,000 for the period from inception on March 25, 2003 to June 30, 2009, and we are not presently generating any revenue. Furthermore, we have used $62,699,000 during this period to fund our operations and mineral acquisitions program. At June 30, 2009, we have a $21,378,000 working capital deficiency. Our future and ability to meet our anticipated exploration expense, mineral properties, and rights acquisitions is dependent upon our ability to obtain additional financing and upon future acquisition, exploration and development of profitable operations from our mineral properties. We have made efforts to reduce or eliminate certain costs in order to continue as a going concern. Management expects to monitor and control the Company’s operating costs to a minimum until cash is available through external financing sources. In the interim, a Company controlled by certain officers of the Company has provided unsecured working capital advances to maintain the continuity of our operations.

As at June 30, 2009 we do not have any cash resources and we will need to raise additional equity financing during fiscal 2009 or complete the Medoro transaction to continue operations. We will also need to negotiate with our creditors to reduce our external amounts owing to creditors and there can be no assurance we will be successful in these negotiations. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result should we cease to continue as a going concern.

Limited Operating History

We have a very limited operating history upon which an evaluation of our future success or failure can be made. It was only recently that we took steps in a plan to engage in the acquisition of interests in exploration and development properties in Western Colombia, and it is premature to evaluate the likelihood that we will be able to operate our business successfully. To date, we have been involved primarily in the acquisition of property interests and mining rights in Western Colombia. We have not earned any revenues from our current operations and we have experienced significant losses and have a working capital deficiency as of June 30, 2009.

Title Risk

We do not maintain insurance against title. Title on mineral properties and mining rights involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history of many mining properties. Currently, we are in the process of investigating the title of mineral concessions for which we hold either directly or through our equity interest in our Colombian subsidiaries. We cannot give any assurance that title to properties we acquired individually or through historical share acquisitions will not be challenged or impugned and cannot be certain that we will have or acquire valid title to these mining properties. For example, there is a risk that the Colombian government may in the future grant additional titles in excess of the Company’s expectations to currently illegal miners or we may be unable to convince currently illegal miners to vacate our properties. Furthermore, although the Company believes that mechanisms exist to integrate the titles of legal mineral properties currently not owned by the Company, there is a risk that this process could be time consuming and costly. As the Company begins the processes of integration, the costs of acquiring the remaining properties and associated surface rights could rise significantly or become cost prohibitive. Furthermore, the risk exists that one or more of the remaining titleholders could delay the integration process through administrative avenues. The possibility also exists that title to existing properties or future prospective properties may be lost due to an omission in the claim of title, or by our inability to honor our contractual purchase obligations. Furthermore, given our current financial condition, and the continued deterioration of the global capital markets, if we are unable to secure further financing our trade and/or other creditors may seek to lay claims against our assets or otherwise impede our business. As a result, any claims against us may result in liabilities or costs we will not be able to afford or significant delays resulting in the failure of our business.

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Town Relocation Risk

Our business plan includes the relocation of the town of Marmato from its current location on the Marmato Mountain to a safer location. While we are currently working with city, state, and federal governments to facilitate this relocation, we are subject to the risk of political, economic, or social circumstances that could delay our ability to complete the town relocation. If we are unable to complete the town relocation, our ability to advance our Marmato project could be impaired.

Political and Economic Uncertainties

Our property interests and proposed exploration activities in Western Colombia are subject to political, economic and other uncertainties, including the risk of expropriation, nationalization, renegotiation or nullification of existing contracts, mining licenses and permits or other agreements, changes in laws or taxation policies, currency exchange restrictions, and changing political conditions and international monetary fluctuations. Future government actions concerning the economy, taxation, or the operation and regulation of nationally important facilities such as mines, could have a significant effect on us. Any changes in regulations or shifts in political attitudes are beyond our control and may adversely affect our business. Exploration may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income and/or mining taxes, expropriation of property, environmental legislation and mine and/or site safety. No assurances can be given that our plans and operations will not be adversely affected by future developments in Colombia. Colombia is home to South America’s largest and longest running insurgency. Any changes in regulations or shifts in political attitudes are beyond the control of the Company and may adversely affect our business.

Government, Environmental, and Legal Risks

Our operations are subject to Colombian and local laws and regulations regarding environmental matters, the abstraction of water, and the discharge of mining wastes and materials. Any changes in these laws could affect our operations and economics. Environmental, employment and laws and regulations change frequently, and the implementation of new, or the modification of existing, laws or regulations could harm us. We cannot predict how agencies or courts in Colombia will interpret existing laws and regulations or the effect these adoptions and interpretations may have on our business or financial condition. We may be required to make significant expenditures to comply with governmental laws and regulations.

Any significant mining operations will have some environmental impact, including land and habitat impact, arising from the use of land for mining and related activities, and impact on water resources near the project sites, resulting from water use, rock disposal and drainage run-off. No assurances can be given that such environmental issues will not have a material adverse effect on our operations in the future. While we believe we do not currently have any material environmental obligations, exploration activities may give rise in the future to significant liabilities on our part to the government and third parties and may require us to incur substantial costs of remediation.

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Additionally, we do not maintain insurance against environmental risks. As a result, any claims against us may result in liabilities we will not be able to afford resulting in the failure of our business. Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in exploration operations may be required to compensate those suffering loss or damage by reason of the exploration activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Our plans to significantly curtail our Medellin and Toronto operations may result in unforeseen expenses and/or restructuring liabilities. Given our termination of all but essential personnel in Toronto and Medellin, there can be no assurance that the Company will not be subject to government or civil penalties or additional severance costs should individuals and/or government agencies impacted by the Company’s termination plans choose to bring legal actions against the Company or otherwise impede our restructuring plans. Furthermore, we may not have adequate resources to resolve any unforeseen restructuring issues or costs.

Amendments to current laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in expenditures and costs, or require abandonment or delays in developing new mining properties.

Competition

The mineral exploration business is highly competitive. Many of our competitors have greater financial resources than we do. As a result, we may experience difficulty competing with other businesses when conducting mineral exploration activities or in the retention of qualified personnel. Our plans to significantly curtail our Medellin and Toronto operations may result in unforeseen expenses and/or restructuring liabilities. No assurances can be given that we will be able to compete effectively.

Commodity Fluctuations

The availability of markets and the volatility of market prices are beyond our control and represent a significant risk. Even if commercially viable deposits of gold are found to exist on our property interests, a ready market may not exist for the sale of the reserves. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. These factors could inhibit our ability to sell gold in the event that commercially viable deposits are found to exist.

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Production Risks

We have limited prior experience in placing mineral properties into production and our ability to do so will be dependent upon us using the services of appropriately experienced personnel or entering into agreements with other major resource companies that can provide such expertise. There can be no assurance that we will have available to us the necessary expertise when and if we place our resource properties into production.

Dependence on Key Management

The ability to identify, negotiate and consummate transactions that will benefit us is dependent upon the efforts of our management team. The loss of the services of any member of management could have a material adverse effect on us. Our future drilling activities may require significant investment in additional personnel and capital equipment. Given the current shortage of equipment and experienced personnel within the mining industry, there can be no assurance that we will be able to acquire the necessary resources to successfully implement our business plan. We have historically experienced significant delays in recovering quality assay and verified assay results from our third-party analytical laboratories. The delays stem from issues with our third-party lab’s quality control systems, as we have implemented a rigorous in-house quality control program that our external labs have experienced difficulty meeting. While we believe our current Quality Control programs to be comprehensive due to our, and the industry in general, reliance on third-party labs to complete resource estimates, there can be no assurance that we will be able to complete and update our resource estimates on a timely basis.

Dependence on a Single Exploration Region

The Company is currently dependent upon one principal mineral exploration region, that being the Marmato Mountain Gold District in Colombia. The Marmato Mountain Gold District may never develop into commercially viable ore bodies, which would have a materially adverse affect on the Company’s potential mineral resource production, profitability, financial performance and results of operations.

Exploration and Mining Risks

The business of exploring for and mining of minerals involves a high degree of risk. Only a small proportion of the properties that are explored are ultimately developed into producing mines. At present, none of our properties have proven or probable reserves and the proposed programs are an exploratory search for proven or probable reserves. The mining areas presently being assessed by us may not contain economically recoverable volumes of minerals or metals. Our operations may be disrupted by a variety of risks and hazards which are beyond our control, including fires, power outages, labor disruptions, flooding, explosions, cave-ins, land slides and the inability to obtain suitable or adequate machinery, equipment or labor and other risks involved in the operation of mines and the conduct of exploration programs. We have relied and may continue to rely upon consultants and others for operating expertise. Should economically recoverable volumes of minerals or metal be found, substantial expenditures will be required to establish reserves through drilling, to develop metallurgical processes, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities or having sufficient grade to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing gold and other mineral properties are affected by many factors, including: the cost of operations, variations of the grade of ore mined, fluctuations in the price of gold or other minerals produced, costs of processing equipment, the government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material. Short term factors, such as the need for orderly development of ore bodies or the processing of new or different grades, may have an adverse effect on mining operations and on our results of operations. There can be no assurance that minerals recovered in small scale laboratory tests will be duplicated in large scale tests under on-site conditions or in production scale operations. Material changes in geological resources, grades, stripping ratios or recovery rates may affect the economic viability of projects. Depending on the price of gold or other minerals produced, which have fluctuated widely in the past, we may determine that it is impractical to commence or continue commercial production.

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Risks Inherent in Estimating Mineral Reserves and Production

No assurance can be given that any proven or probable reserves will be discovered or that any particular level of recovery of minerals will in fact be realized or that any identified reserves will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited. In addition, the grade of mineralization which may ultimately be mined may differ from that indicated by drilling results and such differences could be material. Production can be affected by such factors as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions.

Conflicts of Interest

The Company’s directors and officers may serve as directors or officers of other companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with the laws of the State of Delaware, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

Repatriation of Earnings

There are currently no restrictions on the repatriation from Colombia of earnings to foreign entities. However, there can be no assurance that restrictions on repatriations of earnings from Colombia will not be imposed in the future.

Currency Fluctuations

The Company’s operations in Colombia make it subject to foreign currency fluctuations and such fluctuations may materially affect the Company’s financial position and results. We report our financial results in U.S. dollars and incur expenses in U.S. dollars, Canadian dollars, and Colombian pesos. As the exchange rate between the Canadian dollar and Colombian peso fluctuates against the U.S. dollar, we will experience foreign exchange gains and losses, both realized and unrealized, and such gains and losses may be significant. We do not hedge any of our foreign currency exposure.

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Enforcement of Civil Liabilities

Substantially all the assets of the Company are located outside of the Unites States, and certain of the directors and officers of the Company are resident outside of the United States. As a result, it may be difficult or impossible to enforce judgments granted by a court in the United States against the assets of the Company or the directors and officers of the Company residing outside of the United States.

Internal Controls

Effective internal controls are necessary for us to provide reliable financials reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. We have in the past discovered, and may in the future discover, areas of our internal controls that need improvement. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, or lack of resources to properly implement internal controls, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

Sarbanes Oxley

The Sarbanes-Oxley Act of 2002 was enacted in the United States in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934. As a public company, we are required to comply with the Sarbanes-Oxley Act. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting these roles. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. Sarbanes Oxley 404 compliance, is a costly and time-consuming process and there can be no assurance that we will continue to be compliant. We have limited internal and external resources to devote to maintaining SOX 404 compliance and there can be no assurance that we can maintain compliance. We continue to evaluate and monitor developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Recently Issued Accounting Standards

On January 1, 2009 we adopted EITF 07-5 with respect to outstanding share purchase warrants denominated in a different currency than our functional currency. As a result, all outstanding warrants denominated in Canadian dollars were recognized as liabilities at January 1, 2009, resulting in a decrease in our deficit of $3,850,000 on January 1, 2009.

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In February 2007 the FASB issued FAS 159 – The Fair Value Option for Financial Assets and Financial Liabilities. FAS 159 offers an irrevocable option to carry eligible financial assets and liabilities at fair value, with the election to be made on an instrument by instrument basis, with changes in fair value recorded in earnings. FAS 159 expands the use of fair value measurement for many companies, which is consistent with the FASB’s long-term measurement objectives for accounting for financial instruments. FAS 159 is effective as of an entity’s first fiscal year that begins after November 15, 2007 and is applied prospectively. The adoption of FAS 159 had no impact on the Company’s consolidated financial statements.

In December 2007, the FASB issued FAS 141(R), Business Combinations, which will replace FAS 141 prospectively effective for business combinations consummated in the first annual reporting period commencing after December 15, 2008. Early adoption is not permitted. Under FAS 141(R), business acquisitions will be accounted for under the “acquisition method”, compared to the “purchase method” mandated by FAS 141(R). The adoption of FAS 141(R) had no impact on the Company’s consolidated financial statements.

In December 2007, the FASB issued FAS 160 – Non-Controlling Interests in Consolidated Financial Statements which is effective for periods beginning after December 15, 2008. Under FAS 160, non-controlling interests are measured at 100% of the fair value of assets acquired and liabilities assumed and are classified as a separate component of shareholders’ equity. The provisions of FAS 160 are to be applied prospectively with the exception of the presentation and disclosure, which are to be applied for all prior periods presented in the financial statements. The adoption of FAS 160 had no impact on the Company’s financial statements.

Share Data

At June 30, 2009, we had 104,524,486 common shares outstanding. In addition, we had outstanding:

i)	5,020,000 stock options, each of which is exercisable into one common share; and
ii)	24,869,633 common share purchase warrants, each of which is exercisable into one common share;

Fiscal 2009 Exploration Activities and Exploration Outlook

Marmato Properties

We have been working on the Marmato Mountain Development Project since 2005. The main focus of work since then has been to negotiate the purchase of numerous small mines that comprise the Zona Alta portion of the mountain. In the third quarter of 2008 we continued technical studies started in 2007 to carry out a scoping study scheduled for completion in the second quarter of 2008 and a pre-feasibility study scheduled for fiscal 2009, should the Company be able to secure the necessary additional resources. We completed a preliminary resource estimate in the second quarter of 2008 based on the results of the initial drilling and underground mine sampling.

Drilling and Underground Sampling

Our original objective was to drill a cumulative total of 60,000 meters by the end of fiscal 2008.

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On September 23, 2008 we announced that we had completed 46,000 meters of our drilling program on Zona Alta. Results from this drilling are being used to update the Company’s resource estimate for the entire mountain. In connection with the recent turmoil in the worldwide financial markets, the Company temporarily suspended additional drilling in order to reduce the Company’s ongoing operating expenses. While the Company continued to review its strategic alternatives in 2009.

The underground channel sampling program at Marmato continued during 2008 and was completed before site work was temporarily suspended. The program comprised continuous saw-cut channel samples from all cross-cuts, mine faces and at regular intervals along the backs in the numerous artisanal mines in the Zona Alta. This was carried out in conjunction with detailed surveying of the mine portals by differential global positioning system instruments and detailed surveying of the underground mines by theodolite and total station survey instruments. This has enabled a three-dimensional model of the mines and veins to be constructed. A total of 1,572 channel samples with a total length of 2,200 meters were taken in this program, and a total of 30,263 meters of underground mine working were surveyed. A program of mine maintenance and rehabilitation was carried out for access for surveying and sampling. In addition, drill chambers were prepared underground in order to carry out diamond drilling from underground.

Resource Estimate

We contracted Micon International Limited of Toronto, Ontario to carry out a resource estimate of the Zona Alta of Marmato based on our drilling and underground sampling results. A preliminary inferred resource estimate was announced on May 12, 2008 based on the first 12,000 meters of diamond drilling in 68 holes, 1165 meters of cross-cut samples, and 500 meters of individual underground samples. On September 2, 2008 we announced the results of our drill program. Further work on the resource estimate will continue as resources permit in 2009.

Metallurgy

SGS Lakefield Research Limited (“SGS”) of Lakefield, Ontario was contracted by us to carry out preliminary scoping metallurgy test work to develop a process flow sheet for our Scoping Study. The report was received in April, 2008, a summary of which was disclosed in our press release in April, 2008.

Geotechnical Studies

Golder Associates Ltd. (“Golder”) of Mississagua, Ontario was contracted by us to carry out geotechnical data collection and interpretation for open pit design, to make a preliminary selection and evaluation of sites for waste rock and tailings disposal, and to carry out preliminary heap leach pad design. This will form part of the Scoping Study. Geotechnical logs were made of the drill core by our geologists and Golder used this and other data to carry out data analysis and pit slope determination at a scoping study level. These studies continued until the third quarter of 2008. A preliminary report on the pit slope study was received in June, 2008, and a preliminary report on waste rock and tailings was received in December, 2008.

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Environmental Studies

An Environmental Baseline Study was completed in 2007 by LHC Consultores Ambientales (“LHC”) of Colombia. This study gives a full year of environmental data for incorporation into the Scoping Study. The study will form the basis for our future environmental permits and our Social and Environmental Impact Statement (EIS). We believe that we have no current environmental liability for past practices of others and we have received approval for drilling from Corpocaldas under an approved Environmental Management Plan. Nevertheless, we intend to meet or exceed modern global standards of environmental stewardship in the preparation of the Baseline study and subsequent EIS.

Knight Piesold of Denver, Colorado were contracted to carry out validation of environmental data collection and management, and a social impact study, including independent supervision of the baseline study that was carried out by LHC. SGS was contracted by us to carry out a preliminary and rock drainage study (ARD) on tailings and waste rock and the report was received in 2007. Collection of environmental data continued in 2008 to give a second year of baseline data.

Scoping Study

We have contracted Micon International Limited of Toronto, Ontario to carry out a Scoping Study and preliminary evaluation assessment of Marmato. This work was temporarily suspended in October 2008.

Caramanta Properties

We currently control 19,060 hectares (191 square kilometers) of exploration licenses in the Caramanta Exploration Project. This includes five new and distinctive gold targets that we defined by surface exploration and sampling in 2007. These show that a cluster of gold targets surrounds the Marmato Mountain Development Project and form a 12 km-diameter gold district. These five targets are named Oro Fino, El Salto, Pácora, Campana, and San Bartolome. Our objective was to acquire additional licenses to consolidate the district and to carry out initial drill testing of these targets in 2008. None of these targets has been drilled before. The program consisted of 2,000 meters of drilling on each of the targets for a total of 10,000 meters. The drill testing has been postponed for financial reasons and to focus resources on Marmato. We believe that there is good potential for discovery of additional gold deposits in the Caramanta Exploration Region in a cluster of targets surrounding our core Marmato Mountain Development Project.

The results of a helicopter-borne magnetic and radiometric survey were received in the third quarter of 2008. Additional high resolution (1 meter) satellite imagery and derived 2 meter contour topographic map and digital elevation model (DEM) were contracted from PhotoSat of Vancouver in the first quarter of 2008 to cover the five new gold targets identified in the Caramanta Exploration Project. This was merged with and extends our previous coverage centered on Marmato to give high resolution imagery and topography over an area of 329 square kilometers. The satellite image requires cloud-free weather conditions and was collected in December 2008, and the final products were received in March 2009. The results of these programs will be used to better define drill targets.

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Item 3. Quantitative and Qualitative Disclosure About Market Risk

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and President, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, such officers have concluded that our disclosure controls and procedures are effective as of the end of such period.

Changes in internal control over financial reporting

There have been no changes during the period covered by this Quarterly Report on Form 10-Q in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the effectiveness of controls and procedures

Our management, including our Chief Executive Officer and President, does not expect that our controls and procedures will prevent all potential error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

We have been unable to repay our short-term promissory note with Global Resource Fund, due December 29, 2008. For futher information, refer to “Management Discussion of Financial Condition and Results of Operation”.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Description
31.1	Certification of Chief Executive Officer, and Vice Chairman pursuant to Rule 13a-15e or 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of President and Principal Accounting Officer pursuant to Rule 13a-15e or 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer, and Vice Chairman pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of President and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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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 thereunto duly authorized.

Colombia Goldfields Ltd.

By: /s/ J. Randal Martin                                                     
J. Randall Martin
Title: Chief Executive Officer and Vice Chairman
Date: August 12  , 2009

By: /s/ T.W. Lough                                                           
T. W. Lough
Title: President and Principal Accounting Officer
Date: August 12 , 2009

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, J. Randall Martin, certify that;

(1)	I have reviewed this quarterly report on Form 10-Q of Colombia Goldfields Ltd.;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12 , 2009

/s/ J. Randall Martin                                                     
By: J. Randall Martin
Title: Chief Executive Officer and Vice Chairman

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, T. W. Lough, certify that;

(1)	I have reviewed this quarterly report on Form 10-Q of Colombia Goldfields Ltd.;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5)	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12 , 2009

/s/ T.W. Lough                                                          
By: T. W. Lough
Title: President and Principal Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying quarterly report on Form 10-Q of Colombia Goldfields Ltd. for the quarter ended June 30, 2009, I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)	the quarterly Report on Form 10-Q of Colombia Goldfields Ltd. for the quarter ended June 30, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the quarterly Report on Form 10-Q for the quarter ended June 30, 2009, fairly presents in all material respects, the financial condition and results of operations of Colombia Goldfields Ltd..

By:  /s/ J. Randall Martin                                             
Name:  J. Randall Martin
Title: Chief Executive Office and Vice Chairman
Date: August 12 , 2009

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying quarterly report on Form 10-Q of Colombia Goldfields Ltd. for the quarter ended June 30, 2009, I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)	the quarterly Report on Form 10-Q of Colombia Goldfields Ltd. for the quarter ended June 30, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the quarterly Report on Form 10-Q for the quarter ended June 30, 2009, fairly presents in all material respects, the financial condition and results of operations of Colombia Goldfields Ltd..

By: /s/ T.W. Lough                                                            
Name: T. W. Lough
Title: President and Principal Accounting Officer
Date: August 12 , 2009