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 24, 2007

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 (the "Agreement") with Investcol Limited ("Investol") and RNC (Colombia) Limited ("RNC"). RNC was 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 75% of the issued and outstanding stock of RNC and had an option to acquire the remaining 25% of the issued and outstanding stock of RNC. On December 14, 2006, the parties executed the Second Amendment to the Stock Purchase Agreement (the “Second Amendment”) in order to revise the consideration required to exercise our option to acquire the remaining 25% of the issued and outstanding stock of RNC. In connection with the execution of the Second Amendment, we exercised our option to acquire an additional 15% interest in RNC, resulting in our owning 90% of RNC.

The revised terms set forth in the Second Amendment also provided that we had the option to acquire the remaining 10% interest in RNC until May 1, 2009, resulting in our owning 100% of RNC, in exchange for the purchase price of $15,000,000. This payment could be made in either cash, shares of our common stock, or any combination thereof. On August 24, 2007 the parties executed the Third Amendment to the Stock Purchase Agreement (the ”Third Amendment”) in order to revise the consideration required to exercise our option to acquire the remaining 10% of the issued and outstanding stock of RNC to a cash payment of $300,000 and the issuance of 3,00,000 shares of our common stock. Closing of the transaction is subject to applicable regulatory approval from the Toronto Stock Exchange.

In connection with the execution of the Third Amendment, we are exercising our option to acquire the additional and final 10% interest in RNC. As consideration for the acquisition of the final 10% interest in RNC, we are obligated to pay Investcol $300,000 and issue Investcol 3,000,000 shares of our common stock.

SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities

Pursuant to the transaction described above, we are obligated to issue 3,000,000 shares of our common stock to Investcol Limited as consideration for the exercise of our option to acquire an additional ten percent (10%) of the issued and outstanding stock of RNC, resulting in our owning 100% of RNC. These shares will be issued pursuant to Section 4(2) of the Securities Act. We did not engage in any general solicitation or advertising. The stock certificate will be issued with the appropriate legends affixed to the restricted stock.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1Third 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/ James Kopperson

James Kopperson

Chief Financial Officer

Date: August 24, 2007

EX-10.1

THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT

This Third Amendment to Stock Purchase Agreement (this "Third Amendment ") is dated August 24, 2007 and is by and among Colombia Goldfields, Ltd., a Delaware 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");

WHEREAS, Buyer, Seller and Company entered into those certain First and Second Amendments to the Stock Purchase Agreement dated as of August 22, 2006 and December 14, 2006, respectively;

and

WHEREAS, the parties desire to amend the capital stock purchase option provisions pursuant to Section 2.3.3 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, subject to any applicable regulatory approvals, agree as follows:

1.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:

2.3.3 Buyer shall have the option until May 1, 2009 to acquire from Seller 100 Shares (constituting 10% of the then issued and outstanding capital stock of Company), free and clear of all Encumbrances in exchange for $300,000 and 3,000,000 shares of Buyer Common Stock issued to Seller, by delivery to the Seller of notice of intent to exercise the option in conformity with the terms of the Escrow Agreement annexed hereto as Exhibit "1".

2.Exercise of Capital Stock Purchase Option. Buyer hereby elects to exercise the capital stock purchase option pursuant to Section 2.3.3 of the Agreement. Upon signing of this Third Amendment, Buyer shall deliver to Seller $300,000 and 3,000,000 shares of Buyer Common Stock.

3.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 Third 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.

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

5.Counterparts; Execution by Facsimile. This Third 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]

2

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

COLOMBIA GOLDFIELDS, LTD.

By: L. Randall Martin

Title: President

INVESTCOL LTD.

By: Thomas W. Lough

Title: President

RNC (COLOMBIA) LIMITED

By: James Kopperson

Title: Vice President and CFO