S-8

As filed with the Securities and Exchange Commission on September 17, 2008

Registration No. 333-     

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

COLORADO GOLDFIELDS INC.

(Exact name of registrant as specified in its charter)

Nevada	20-0716175
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

10920 West Alameda Avenue, Suite 207
Lakewood, CO 80226
(303) 984-5324
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)

2008 NON-QUALIFIED CONSULTANTS & ADVISORS
STOCK COMPENSATION PLAN
(Full title of the plan)

Lee R. Rice, Interim Chief Executive Officer
10920 West Alameda Avenue, Suite 207
Lakewood, CO 80226
(303) 984-5324
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

     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 o Accelerated Filer o Non-accelerated filer o Smaller Reporting Company þ

CALCULATION OF REGISTRATION FEE

			Proposed maximum			Proposed maximum
Title of securities to be	Amount to be		offering price per			aggregate offering		Amount of
registered	registered (1)		share			price		registration fee (1)
Common Stock, $.001		50,000,000	$	0.06	(2)	$	3,000,000	$	117.90

(1) Pursuant to Rule 416(a), this registration statement also covers additional securities that may be offered as a result of stock splits and/or stock dividends.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) and equal to the average of the bid and asked price of the Common Stock on the OTC Bulletin Board on September 15, 2008.

TABLE OF CONTENTS

PART I
PART II
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
INDEX TO EXHIBITS
2008 Non-Qualified Consultants & Advisors Stock Compensation Plan
Opinion of Jackson & Kelly PLLC
Consent of GHP Horwath P.C.
Consent of Manning Elliot LLP

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the 2008 Non-Qualified Consultants & Advisors Stock Compensation Plan required by Item 1 of Form S-8 will be sent or given to the pertinent individual(s) as specified by Rule 428 under the Securities Act of 1933, as amended. In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. We shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, we shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     We hereby incorporate by reference into this registration statement the following documents previously filed with the Commission:

     A. our Annual Report on Form 10-KSB for the Fiscal Year Ended August 31, 2007, as amended;

     B. our Quarterly Reports on Form 10-QSB for the quarters ended November 30, 2007; February 29, 2008 and May 31, 2008;

     C. our Current Reports on Form 8-K filed on June 6, 2008; July 7, 2008; August 4, 2008; September 4, 2008; September 9, 2008 and September 15, 2008;

     D. the description of our Common Stock, par value $.001 per share, set forth in our Registration Statement on Form 8-A filed on January 12, 2006, including any amendment or report filed for the purpose of updating such description; and

     E. all documents filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this Registration Statement shall be deemed to be incorporated herein by reference and to be a part of this Registration Statement from the date of the filing of such documents until such time as there shall have been filed a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities remaining unsold at the time of such amendment.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

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Item 6. Indemnification of Directors and Officers.

     Our Articles of Incorporation and Bylaws provide that we must indemnify, to the fullest extent permitted by the laws of the State of Nevada, any of our directors, officers, employees or agents made or threatened to be made a party to a proceeding, by reason of the person serving or having served in a capacity as such, against judgments, penalties, fines, settlements and reasonable expenses incurred by the person in connection with the proceeding if certain standards are met.

     The Nevada Revised Statutes allows indemnification of directors, officers, employees and agents of a company against liabilities incurred in any proceeding in which an individual is made a party because he or she was a director, officer, employee or agent of the company if such person conducted himself in good faith and reasonably believed his actions were in, or not opposed to, the best interests of the company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A person must be found to be entitled to indemnification under this statutory standard by procedures designed to assure that disinterested members of the board of directors have approved indemnification or that, absent the ability to obtain sufficient numbers of disinterested directors, independent counsel or shareholders have approved the indemnification based on a finding that the person has met the standard. Indemnification is limited to reasonable expenses.

     Our Articles of Incorporation limit the liability of our directors to the fullest extent permitted by law. Specifically, our directors will not be personally liable for monetary damages for breach of fiduciary duty as directors, except for:

• any breach of the duty of loyalty to us or our stockholders;

• acts or omissions not in good faith or that involved intentional misconduct or a knowing violation of law;

• dividends or other distributions of corporate assets that are in contravention of certain statutory or contractual restrictions;

• violations of certain laws; or

• any transaction from which the director derives an improper personal benefit.

     Liability under federal securities law is not limited by our Articles of Incorporation.

     At present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification will be required or permitted. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable.

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Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The following documents are filed as a part of this registration statement.

Exhibit
Number	Description
4.1	2008 Non-Qualified Consultants & Advisors Stock Compensation Plan.
5	Opinion of Jackson & Kelly, PLLC regarding legality of securities.
23.1	Consent of GHP Horwath, P.C.
23.2	Consent of Manning Elliott LLP
23.3	Consent of Jackson Kelly PLLC (included in the opinion filed as Exhibit 5).

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the Securities Act);

          (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and

          (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information

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required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Lakewood, State of Colorado, on September 16, 2008.

COLORADO GOLDFIELDS INC.
By	/s/ Lee R. Rice
	Lee R. Rice
	Interim Chief Executive Officer
By	/s/ C. Stephen Guyer
	C. Stephen Guyer, Chief Financial Officer &
	Principal Accounting Officer

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Lee R. Rice	Director	September 16, 2008
Lee R. Rice
/s/ Beverly E. Rich	Director	September 16, 2008
Beverly E. Rich
/s/ Eric Owens	Director	September 16, 2008
Eric Owens
/s/ C. Stephen Guyer	Director	September 16, 2008
C. Stephen Guyer

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INDEX TO EXHIBITS

Exhibit
Number	Description
4.1	2008 Non-Qualified Consultants & Advisors Stock Compensation Plan.
5	Opinion of Jackson & Kelly, PLLC regarding legality of securities.
23.1	Consent of GHP Horwath, P.C.
23.2	Consent of Manning Elliott LLP
23.3	Consent of Jackson Kelly PLLC (included in the opinion filed as Exhibit 5).

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EX-4.1

Exhibit 4.1

2008 NON-QUALIFIED CONSULTANTS & ADVISORS
STOCK COMPENSATION PLAN

1. Purpose of Plan

     This 2008 NON-QUALIFIED CONSULTANTS & ADVISORS STOCK COMPENSATION PLAN (the Plan) of Colorado Goldfields Inc., a Nevada corporation (the Company) is intended to advance the best interests of the Company by providing consultants and advisors of the Company who provide services to the Company, with additional incentive and by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with the Company.

2. Definitions

For Plan purposes, except where the context might clearly indicate otherwise, the following terms shall have the meanings set forth below:

     2.1 “Board” shall mean the Board of Directors of the Company.

     2.2 “Committee” shall mean the Compensation Committee of the Board of Directors, or if the Company does not have a Compensation Committee, then a committee appointed by the Board which shall consist of one executive officer of the Company and at least one independent, non-employee member of the Board. If no committee is appointed, then the Board of Directors shall administer the Plan. References herein to the “Committee” shall mean the Board of Directors if a Committee has not been appointed by the Board.

     2.3 “Common Stock” or “Common Shares” shall mean the Company’s Common Stock, $0.001 par value per share, or, in the event that the outstanding Common Shares are hereafter changed into or exchanged for different shares of securities of the Company, such other shares or securities.

     2.4 “Common Stock Agreement” means an agreement executed by a Common Stockholder and the Company, or alternatively a board resolution setting forth the terms of issuance, as contemplated by Section 5, below, which imposes on the shares of Common Stock held by the Common Stockholder such restrictions, if any, as the Board or Committee deem appropriate.

     2.5 “Common Stockholder” means any consultant or advisor for the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

     2.6 “Company” shall mean Colorado Goldfields Inc., a Nevada corporation, and any subsidiary corporation of Colorado Goldfields Inc. Fair Market Value shall mean, with respect to the date a given stock compensation is granted, the closing price of the Common Shares, as reported by the OTCBB, and if the Common Shares are not quoted on the OTCBB, the closing price as reported by such quotation system or stock exchange on which the Company’s Common Shares are quoted or traded. Or if there were no transactions in the Common Shares on such day, then the last preceding day on which transactions took place. The above withstanding, the Committee may determine the Fair Market Value in such other manner as it may deem more equitable for Plan purposes or as is required by applicable laws or regulations.

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3. Administration of the Plan

     3.1 The Committee shall administer the Plan and accordingly, it shall have full power to grant Common Stock, construe and interpret the Plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, it believes reasonable and proper.

     3.2 The determination of those eligible to receive Common Stock, and the amount, type and timing of each issuance and the terms and conditions of the Common Stock Agreements shall rest in the sole discretion of the Committee, subject to the provisions of the Plan.

     3.3 The Committee, may correct any defect, supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent it shall deem necessary to carry it into effect.

     3.4 Any decision made, or action taken, by the Committee arising out of or in connection with the interpretation and administration of the Plan shall be final and conclusive.

     3.5 Meetings of the Committee shall be held at such times and places as shall be determined by the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting shall decide any question brought before that meeting. In addition, the Committee may take any action otherwise proper under the Plan by the affirmative vote, taken without a meeting, of a majority of its members.

     3.6 No member of the Committee shall be liable for any act or omission of any other member of the Committee or for any act or omission on his own part, including, but not limited to, the exercise of any power or discretion given to him under the Plan, except those resulting from his own gross negligence or willful misconduct.

4. Shares Subject to the Plan

     The total number of shares of the Company available for issuance of Common Stock under the Plan shall be 50,000,000 Common Shares, subject to adjustment in accordance with Article 6 of the Plan, which shares may be either authorized but unissued or reacquired Common Shares of the Company.

5. Award of Common Stock

     5.1 The Board or Committee from time to time, in its absolute discretion, may award Common Stock to consultants or advisors for the Company in connection with services rendered.

     5.2 Common Stock shall be issued only pursuant to a Common Stock Agreement, Board Resolution, or Consulting Agreement, which shall be executed by the Common Stockholder, unless by Board Resolution, and the Company and which shall contain such terms and conditions as the Board or Committee shall determine consistent with this Plan, including such restrictions on transfer as are imposed by the Common Stock or Consulting Agreement.

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     5.3 Upon delivery of the shares of Common Stock to the Common Stockholder, below, the Common Stockholder shall have, unless otherwise provided by the Board or Committee, all the rights of a stockholder with respect to said shares, subject to the restrictions in the Common Stock or Consulting Agreement, including the right to receive all dividends and other distributions paid or made with respect to the Common Stock.

     5.4 All shares of Common Stock issued under this Plan (including any shares of Common Stock and other securities issued with respect to the shares of Common Stock as a result of stock dividends, stock splits or similar changes in the capital structure of the Company) shall be subject to such restrictions, if any, as the Board or Committee shall provide, which restrictions may include, without limitation, restrictions concerning voting rights, transferability of the Common Stock and restrictions based on duration of employment with the Company, Company performance and individual performance; provided that the Board or Committee may, on such terms and conditions as it may determine to be appropriate, remove any or all of such restrictions. Common Stock may not be sold or encumbered until all applicable restrictions have terminated or expire. The restrictions, if any, imposed by the Board or Committee or the Board under this Section 5 need not be identical for all Common Stock and the imposition of any restrictions with respect to any Common Stock shall not require the imposition of the same or any other restrictions with respect to any other Common Stock.

6. Adjustments or Changes in Capitalization

     If the outstanding Common Stock shall be hereafter increased or decreased, or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, by reason of a recapitalization, reclassification, reorganization, merger, consolidation, share exchange, or other business combination in which the Company is the surviving parent corporation, stock split-up, combination of shares, or dividend or other distribution payable in capital stock or rights to acquire capital stock, appropriate adjustment shall be made by the Board in the number and kind of shares which may be granted under the Plan.

7. Government and Other Regulations

     The obligation of the Company to issue, transfer and deliver Common Shares under the Plan shall be subject to all applicable laws, regulations, rules, orders and approval which shall then be in effect and required by the relevant stock exchanges on which the Common Shares are traded and by government entities as set forth below or as the Committee in its sole discretion shall deem necessary or advisable.

8. Miscellaneous Provisions

     8.1 Any expenses of administering this Plan shall be borne by the Company.

     8.2 Board Power to Amend, Suspend, or Terminate the Amendment to the Plan. The Board may, from time to time, make such changes in or additions to the Plan as it may deem proper and in the best interests of the Company and its Stockholders. The Board may also suspend or terminate the Plan at any time, without notice, and in its sole discretion.

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     8.3 Nothing contained in the Plan is intended to amend, modify, or rescind any previously approved compensation plans, programs or options entered into by the Company. This Plan shall be construed to be in addition to and independent of any and all such other arrangements. The adoption of the Plan by the Board shall not be construed as creating any limitations on the power of authority of the Board to adopt, with or without stockholder approval, such additional or other compensation arrangements as the Board may from time to time deem desirable.

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EX-5

Exhibits 5 & 23.3

JACSON KELLY PLLC
1099 18^th Street
Denver, Colorado 80202

Telephone (303) 390-0003
Telecopier (303) 390-0177

September 16, 2008

Board of Directors
Colorado Goldfields Inc.
10920 West Alameda Avenue, Suite 207,
Lakewood, Colorado 80226

     Re: Colorado Goldfields Inc.
Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel to Colorado Goldfields Inc., a Nevada corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to 50,000,000 shares of common stock (the “Common Stock”) of the Company which may be issued pursuant to the 2008 Non-Qualified Consultants & Advisors Compensation Plan (the “Plan”).

     This letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the “Accord”) of the ABA Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage and other limitations, all as more particularly described in the Accord, and this letter should be read in conjunction therewith.

     In rendering our Opinion, we have examined such agreements, documents, instruments and records as we deemed necessary or appropriate under the circumstances for us to express our Opinion, including, without limitation, the Articles of Incorporation and Bylaws, as restated or amended, of the Company; and the resolutions adopted by the Board of Directors of the Company authorizing and approving the Plan and preparation and filing of the Registration Statement. In making all of our examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the due execution and the delivery of all documents by any persons or entities other than the Company where due execution and delivery by such persons or entities is a prerequisite to the effectiveness of such documents.

     Based on the foregoing, we are of the opinion that the Shares to be issued by the Company pursuant to the Plan have been duly authorized and, upon issuance, compliance with any restrictive terms, delivery and payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to references to our firm included in or made a part of the Registration Statement.

Very truly yours,
 

/s/ Jackson Kelly, PLLC  

JACKSON KELLY, PLLC 

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 21, 2007 (which expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s ability to continue as a going concern), which appears on page F-2 in the Annual Report on Form 10-KSB/A of Colorado Goldfields Inc. (an Exploration Stage Company) as of August 31, 2007 and for the year then ended, and for the period from February 11, 2004 (Inception) through August 31, 2007.

/s/ GHP Horwath, P.C.
Denver, Colorado
September 16, 2008

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference of our audit report dated November 16, 2006 which is included in the Annual Report on Form 10-KSB/A for the year ended August 31, 2007 of Colorado Goldfields Inc. (formerly Garpa Resources Inc.) in the Company’s Registration Statement on Form S-8 pertaining to the 2008 Non-Qualified Consultants & Advisors Stock Compensation Plan

/s/ Manning Elliott, LLP
Chartered Accountants
Vancouver, Canada
September 15, 2008