S-8

As filed with the Securities and Exchange Commission on November 6, 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
(State or other jurisdiction of
incorporation or organization) 20-0716175
(I.R.S. Employer Identification No.)

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 EMPLOYEE & DIRECTOR
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
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

			Proposed maximum			Proposed maximum
Title of securities to be	Amount to be		offering price per			aggregate offering		Amount of registration
registered	registered (1)		share			price		fee (1)
Common Stock, $.001		36,000,000	$	0.032	(2)	$	1,152,000.00	$	45.27

(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 November 3, 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
EX-4.1
EX-5
EX-23.1
EX-23.2

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the 2008 Employee & Director 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. all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 since the end of the fiscal year covered by the Registrant’s annual report incorporated by reference herein pursuant to (A) above.

     C. 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

     D. 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 Employee & Directors 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;

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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information 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 November 5, 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.

/s/ Lee R. Rice Lee R. Rice	Interim Chief Executive Officer & Director	November 5, 2008
/s/ C. Stephen Guyer C. Stephen Guyer	Chief Financial Officer & Director	November 5, 2008
/s/ Beverly E. Rich Beverly E. Rich	Director	November 5, 2008
/s/ Eric O. Owens Eric O. Owens	Director	November 5, 2008
/s/ Norman J. Singer Norman J. Singer	Director	November 5, 2008

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INDEX TO EXHIBITS

Exhibit
Number	Description
4.1	2008 Employee & Director 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).

EX-4.1

Exhibit 4.1

COLORADO GOLDFIELDS INC.

2008 EMPLOYEE AND DIRECTOR STOCK COMPENSATION PLAN

     1. PURPOSE. The purpose of this Compensation Plan for Employees and Directors (the “Plan”) is (i) to further the growth of Colorado Goldfields Inc. (the “Company”) by allowing the Company to compensate Employees and Directors who have provided bona fide services to the Company, through the award of Common Stock of the Company, and to (ii) attract, motivate, retain and reward quality employees, officers and directors to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company’s stockholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of shareholder value.

     2. ELIGIBLE PERSONS. The only persons eligible to receive stock awards under this Plan and to become participants under this Plan (“Eligible Persons”) shall be officers, directors and employees of the Company and/or one or more of its subsidiaries, if any.

     3. ADMINISTRATION. This Plan shall not become effective until it is approved by the Company’s Board of Directors. Once the Plan has been approved by the Company’s Board of Directors, the Plan shall be administered by a compensation committee (“Committee”) consisting of at least two persons to be appointed by the Board of Directors, one of whom is an independent director, or in the absence of such a Committee, the Plan shall be administered by the Board of Directors. References herein to “Committee” shall be deemed to refer to the Company’s Board of Directors at any time there is no Committee appointed. The Committee shall have full and final authority, in each case subject to and consistent with the provisions of the Plan, to select Eligible Persons to become participants under the Plan, grant stock awards to those participants, determine the terms and conditions of, and all other matters relating to awards of Company stock under the Plan, and rules and regulations for the administration of the Plan, construe and interpret the Plan and correct defects, supply omissions or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. The Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any other officer or employee of the Company or a subsidiary, the Company’s independent auditors, consultants or any other agents assisting in the administration of the Plan. The Committee and members of the Board of Directors, and any officer or employee of the Company or a subsidiary acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to such action or determination.

     4. STOCK SUBJECT TO PLAN; OVERALL NUMBER OF SHARES SUBJECT TO AWARDS. Subject to adjustment as provided herein, the total number of shares of Company common stock that may be subject to the granting of stock awards under the Plan at any point in time during the term of the Plan shall be equal to 36,000,000 shares. Any shares of

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common stock delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares. The number of shares authorized under this Plan shall be subject to adjustment in the event that any dividend or other distribution (whether in the form of cash, stock or other property), recapitalization, forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event that affects the Company’s common stock such that an adjustment is determined by the Board of Directors of the Company to be appropriate in order to prevent dilution or enlargement of the rights of participants under the Plan. In its discretion, the Board shall, in such manner as it may deem equitable, adjust any or all of: (a) the number of shares of stock which may be delivered in connection with stock awards granted thereafter; (b) the exercise price, grant price or purchase price relating to any stock award and/or make provision for payment of cash or other property in respect of any outstanding stock award.

     5. ELIGIBILITY; PER-PERSON AWARD LIMITATIONS. Stock awards may be granted under the Plan only to Eligible Persons. There shall be no limitation on the number of shares of the Company’s common stock that an Eligible Person may receive as a stock award under the Plan during any particular fiscal year of the Company, except that the total number of shares of the Company’s common stock that may be issued pursuant to the Plan shall not exceed 36,000,000.

     6. SPECIFIC TERMS OF AWARDS.

     (a) GENERAL. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter, such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of awards in the event of termination of employment by the participant and terms permitting a participant to make elections relating to his or her award. The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an award that is not mandatory under the Plan. Except in cases in which the Committee is authorized to require other forms of consideration under the Plan, or to the extent other forms of consideration must be paid to satisfy the requirements of Nevada law, no consideration other than services may be required for the grant of any award.

     (b) BONUS STOCK AND AWARDS IN LIEU OF OBLIGATIONS. The Committee is authorized to grant stock as a bonus, or to grant stock or other awards in lieu of Company obligations to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, provided that, in the case of participants subject to Section 16 of the Exchange Act, the amount of such grants remains within the discretion of the Committee to the extent necessary to ensure that acquisitions of stock or other awards are exempt from liability under Section 16(b) of the Exchange Act. Stock or awards granted hereunder shall be subject to such other terms as shall be determined by the Committee.

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     7. PERFORMANCE AWARDS.

     (a) PERFORMANCE CONDITIONS. The right of a participant to exercise or receive a grant or settlement of any award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce the amounts payable under any award subject to performance conditions, except as limited under Section 7(b) hereof in the case of a performance award.

     (b) PERFORMANCE AWARDS GRANTED TO DESIGNATED COVERED EMPLOYEES. If and to the extent that the Committee determines that a performance award to be granted to an Eligible Person who is designated by the Committee as likely to be a covered employee should qualify as “performance-based compensation” for purposes of Code Section 162(m), the grant, exercise and/or settlement of such performance award shall be contingent upon achievement of pre-established performance goals and other terms set forth in this Section 7(b).

     (i) Performance Goals Generally. The performance goals for such performance awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 7(b). Performance goals shall be objective and shall otherwise meet the requirements of Code Section 162(m) and regulations thereunder including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine that such performance awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such performance awards. Performance goals may differ for performance awards granted to any one participant or to different participants.

     (ii) Business Criteria. One or more of the following business criteria for the Company, on a consolidated basis, and/or specified subsidiaries or business units of the Company (except with respect to the total stockholder return and earnings per share criteria), may be used by the Committee in establishing performance goals for such performance awards:

(1)	total stockholder return;
(2)	such total stockholder return as compared to total return (on a comparable basis) of a publicly available index;
(3)	net income;
(4)	pretax earnings;
(5)	earnings before interest expense, taxes, depreciation and amortization;
(6)	pretax operating earnings after interest expense and before bonuses, service fees, and extraordinary or special items;
(7)	operating margin;

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(8)	earnings per share;
(9)	growth in earnings per share; return on equity;
(10)	return on capital;
(11)	return on investment;
(12)	operating earnings;
(13)	working capital; and
(14)	ratio of debt to stockholders’ equity.

     (iii) Performance Period; Timing For Establishing Performance Goals. Achievement of performance goals in respect of such performance awards shall be measured over a performance period of up to ten years, as specified by the Committee. Performance goals shall be established not later than 90 days after the beginning of any performance period applicable to such performance awards, or at such other date as may be required or permitted for “performance-based compensation” under Code Section 162(m).

     8. WITHHOLDING TAXES

     If subject to withholding tax, the Company shall be authorized to withhold from an Employer’s salary or other cash compensation such sums of money as are necessary to pay the Employee’s withholding tax. The Company may elect to withhold from the shares to be issued hereunder a sufficient number of shares to satisfy the Company’s withholding obligations. If the Company becomes required to pay withholding tax to any federal, state or other taxing authority as a result of the granting of an Award and the Employee fails to provide the Company with the funds with which to pay that withholding tax, the Company may withhold up to 50% of each payment of salary or bonus to the Employee (which will be in addition to any other required or permitted withholding), until the Company has been reimbursed for the entire withholding tax it was required to pay.

     9. GENERAL PROVISIONS.

     (a) COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS. The Company may, to the extent deemed necessary or advisable by the Committee, postpone the issuance or delivery of a stock award or payment of other benefits under any stock award until completion of such registration or qualification of such stock or other required action under any federal or state law, rule or regulation, listing or other required action with respect to any stock exchange or automated quotation system upon which the stock or other Company securities are listed or quoted, or compliance with any other obligation of the Company, as the Committee may consider appropriate, and may require any participant to make such representations, furnish such information and comply with or be subject to such other conditions as he or she may consider appropriate in connection with the issuance or delivery of stock or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements, or other obligations.

     (b) CHANGES TO THE PLAN AND AWARDS. The Board of Directors

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may amend, alter, suspend, discontinue or terminate the Plan or waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any stock award theretofore granted and any stock award agreement relating thereto; provided that, without the consent of an affected participant, no such Board action may materially and adversely affect the rights of such participant under any previously granted and outstanding stock award.

     (c) UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a participant or obligation to deliver stock pursuant to a stock award, nothing contained in the Plan or any award shall give any such participant any rights that are greater than those of a general creditor of the Company, provided that the Board may authorize the creation of trusts and deposit therein cash, stock, or other property, or make other arrangements to meet the Company’s obligations under the Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Board of Directors otherwise determines with the consent of each affected participant.

     (d) NON-EXCLUSIVITY OF THE PLAN. The adoption of the Plan by the Board of Directors shall not be construed as creating any limitations on the power of the Board of Directors or a committee or subcommittee thereof to adopt such other incentive arrangements as it may deem desirable.

     (e) FRACTIONAL SHARES. No fractional shares of stock shall be issued or delivered pursuant to the Plan or any stock award. The Committee shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

     (f) GOVERNING LAW. The validity, construction and effect of the Plan, any rules and regulations under the Plan, and any award agreement shall be determined in accordance with the laws of the State of Nevada without giving effect to principles of conflicts of laws, and applicable federal law.

     (g) PLAN EFFECTIVE DATE. The Plan, which has been approved by the Board of Directors, and became effective on the Effective Date, November 4th, 2008.

     10. REGISTRATION OF STOCK. The shares of Company securities issuable under this Plan may, in the discretion of the Board of Directors, be registered on a Form S-8 registration statement filed with the U.S. Securities and Exchange Commission.

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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

November 5, 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 36,000,000 shares of common stock (the “Shares”) of the Company which may be issued pursuant to the 2008 Employee & Director 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
November 5, 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 Employee & Director Stock Compensation Plan

/s/ Manning Elliott, LLP                    
Chartered Accountants
Vancouver, Canada
November 5, 2008