8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 22, 2006

Colombia Goldfields Ltd.

(Exact name of registrant as specified in its charter)

Delaware	000-51013	76-0730088
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

Registrant’s telephone number, including area code: (416) 203-3856

___________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On January 12, 2006, we entered into a Stock Purchase Agreement with Investcol Limited ("Investol") and RNC (Colombia) Limited (the "Agreement"). RNC is a subsidiary of Investcol that is the beneficial holder of 94.99% of the issued and outstanding stock of Compania Minera de Caldas S.A. ("Caldas"), a Colombia corporation that (i) owns certain mining rights, (ii) has options to acquire mining rights and (iii) has exclusive rights to evaluate certain properties, all located in the Zona Alta portion of the Marmato project in Colombia. Pursuant to this Agreement, we acquired 50% of the issued and outstanding stock of RNC (Colombia) Limited, a Belize corporation ("RNC") and have an option to acquire the remaining 50% of the issued and outstanding stock of RNC. On August 22, 2006, the parties executed the First Amendment to the Stock Purchase Agreement (the “First Amendment”) in order to revise the consideration required to exercise our option to acquire the remaining 50% of the issued and outstanding stock of RNC.

Subject to the revised terms set forth in the First Amendment, we have the option to acquire an additional 25% interest in RNC, resulting in us owning 75% of RNC, in exchange for the following consideration:

(i)   the issuance of 4,200,000 shares of our common stock to Investcol,

(ii)   payment of $200,000 to Investcol,

(iii)   a commitment to provide a $5,000,000 non-interest bearing demand loan in full to RNC no later than December 31, 2006, and

(iv)   a commitment to provide sufficient funds to RNC in order to complete a feasibility study on the Marmato Mountain Project.

In connection with the execution of the First Amendment, we exercised our option to acquire an additional 25% interest in RNC, resulting in us owning 75% of RNC. In consideration for the acquisition of this additional 25% interest in RNC, we paid Investcol $200,000 and issued them 4,200,000 shares of our common stock. We have also undertaken a commitment to provide a $5,000,000 non-interest bearing demand loan in full to RNC no later than December 31, 2006 and sufficient funds necessary to complete a feasibility study.

Subject to the revised terms set forth in the First Amendment, we have the option to acquire the final 25% interest in RNC until May 1, 2009, resulting in us owning 100% of RNC, in consideration for the issuance of 4,000,000 shares of our common stock to Investcol and payment of cash in an amount equal to the lesser of 25% of the value of Caldas as determined by a bankable feasibility study or $15,000,000. The cash component of the purchase price could be payable in shares of our common stock.

SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities

On August 22, 2006, we issued 4,200,000 shares of our common stock to Investcol Limited as part of the consideration upon exercise of our option to acquire an additional twenty-five percent (25%)

of the issued and outstanding stock of RNC, resulting in us owning 75% of RNC. These shares were issued pursuant to Section 4(2) of the Securities Act. We did not engage in any general solicitation or advertising. The stock certificate was issued with the appropriate legends affixed to the restricted stock.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1First Amendment to Stock Purchase Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Colombia Goldfields Ltd.

/s/ J. Randall Martin

J. Randall Martin

President and Chief Executive Officer

Date: August 24, 2006

EX-10.1

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

This First Amendment to Stock Purchase Agreement (this "First Amendment ") is dated August 22, 2006 and is by and among Colombia Goldfields, Ltd., a Nevada corporation ("Buyer"), RNC (Colombia) Limited, a Belize corporation and its wholly owned subsidiary, Compania Minera de Caldas, a Colombian corporation ("Caldas"), (together referred to herein as the "Company") and, Investcol Limited, a Belize corporation ("Seller"). Certain other capitalized terms used herein are defined in the Agreement (defined below).

RECITALS

WHEREAS, Buyer, Seller and Company entered into that certain Stock Purchase Agreement dated as of January 13, 2006 ("Agreement");

and

WHEREAS, the parties desire to amend the capital stock purchase option provisions pursuant to Section 2.3.2 and .3 of the Agreement.

TERMS

NOW therefore, for $10.00 and other good and valuable consideration, the receipt and sufficiency of which is hereby conclusively acknowledged, the parties, agree as follows:

1.Amendment to Section 2.3.2 of the Agreement. Section 2.3.2 of the Agreement is hereby amended and restated in its entirety as follows:

2.3.2Buyer shall have the option until December 31, 2006 to acquire from Seller 250 Shares (constituting 25% of the then issued and outstanding capital stock of Company), free and clear of all Encumbrances in exchange for (i) 4,200,000 shares of Buyer Common Stock issued to Seller, (ii) a $5,000,000 non-interest bearing loan to the Company to be fully paid no later than December 31, 2006; provided, however, such funds are subject to call on a monthly basis by Company (iii) $200,000 to Seller, and (iv) provide sufficient funds to the Company upon terms satisfactory to Buyer to complete feasibility study.

2.Amendment to Section 2.3.3 of the Agreement. Section 2.3.3 of the Agreement is hereby amended and restated in its entirety as follows:

"2.3.3Buyer shall have the option until May 1, 2009 to acquire from Seller 250 Shares (constituting 25% of the then issued and outstanding capital stock of Company), free and clear of all Encumbrances for a purchase price equal to 25% of the value of Caldas determined by a bankable feasibility study certified by Chlumsky, Armbrust and Meyer, Ltd., or other acceptable third party. The maximum purchase price to be paid shall not exceed $15,000,000 plus 4,000,000 shares of Buyer Common Stock.

Payment of the purchase price can be made by Buyer in either cash or Buyer Common Stock, or any combination thereof. A share of Buyer Common Stock shall be valued at 90% of the average closing price of Buyer Common Stock as reported on a national securities exchange or national market or quotation system, over the 30 day period immediately preceding the delivery to the Seller of notice of intent to exercise the option by Buyer in conformity with the terms of the Escrow Agreement annexed hereto as Exhibit "1".

3.Exercise of Capital Stock Purchase Option. Buyer hereby elects to exercise the capital stock purchase option pursuant to Section 2.3.2 of the Agreement. Upon signing of this First Amendment, Buyer shall deliver to Seller 4,200,000 shares of Buyer Common Stock and pay $200,000 to Seller.

4.Ratification; Entire Agreement; Recitals. Except as modified above, all other terms and conditions of the Agreement are ratified and reaffirmed in their entirety, and shall remain in full force and effect. This First Amendment and the Agreement (including the Schedules attached to the Agreement and the Recitals set forth above and in the Agreement) and other documents delivered concurrently with the Agreement, contain the entire understanding of the parties in respect of its subject matter and supersedes all prior agreements and understandings (oral or written) between or among the parties with respect to such subject matter.

5.Amendment; Waiver. This First Amendment may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by all parties.

6.Counterparts; Execution by Facsimile. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. Delivery of an executed counterpart hereof by facsimile shall be effective as manual delivery of an executed counterpart hereof.

[Signatures Begin on Following Page]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment and Exercise to be executed the day and year first above written.

COLOMBIA GOLDFIELDS, LTD.

/s/ J. Randy Martin

By: J. R. Martin

Title: Chief Executive Officer

INVESTCOL LTD.

/s/ Thomas W. Lough

By: Thomas W. Lough

Title: President

RNC (COLOMBIA) LIMITED

/s/ Ian Park

By: Ian Park

Title: President