8-K

UNITED STATES 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

COLORADO GOLDFIELDS INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-51718

(Commission File Number)

20-0716175

(IRS Employer Identification No.)

10920 W. Alameda Avenue, Suite 207, Lakewood, Colorado, USA 80226

(Address of principal executive offices and Zip Code)

(303) 984-5324

Registrant's telephone number, including area code

Not Applicable

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

Pursuant to Rule 135c of the Securities Act of 1933, a news release with respect to a proposed private placement is appended to this Form 8-K Current Report as exhibit 99.1. The news release which was disseminated via Business Wire Connect on August 24, 2007 contained an error in the contact information. The news release appended to this Form 8-K Current Report as exhibit 99.1 contains the corrected contact information.

Item 9.01. Financial Statements and Exhibits.

99.1 News Release dated August 24, 2007.

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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 hereunto duly authorized.

COLORADO GOLDFIELDS INC.

By:	/s/ Todd C. Hennis
	Todd C. Hennis
	President and Chief Executive Officer

Dated: August 30, 2007

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EX-99

FOR IMMEDIATE RELEASE

COLORADO GOLDFIELDS INC. ANNOUNCES

PRIVATE PLACEMENT

Lakewood, Colorado, August 24, 2007 – Colorado Goldfields Inc., formerly Garpa Resources, Inc. (OTCBB: COGF.OB) (the “Company”) is pleased to announce that it has arranged a private placement of units of up to US $3 million at a price of US $0.75 per unit. Each unit will consist of one common share and one common share purchase warrant, with each warrant being exercisable for a period of two years at an exercise price of US $1.00 per share. The private placement will be led by certain European institutional funds and will carry registration rights. Proceeds from the private placement will be used for any or all of the following: the Company's exploration drilling program, geophysical exploration, general exploration, improvements at the Company's Pride of the West Mill, mine rehabilitation, property acquisitions, repayment of short-term debt and general corporate purposes.

The securities to be issued in the private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act of 1933.

Contact information: 

Todd Hennis, President

Tel. 303-984-5324

Colorado Goldfields Inc.

10920 W. Alameda Avenue, Suite 207

Lakewood, CO 80226

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