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) November 20, 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 completed private placement is appended to this Form 8-K Current Report as exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

99.1 News Release dated November 20, 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: November 21, 2007

CW1520609.1

EX-99

FOR IMMEDIATE RELEASE

COLORADO GOLDFIELDS INC. CLOSES

$3,284,475 PRIVATE PLACEMENT

Lakewood, Colorado, November 20, 2007 – Colorado Goldfields Inc. (OTCBB:CGFI) (the “Company”) is pleased to announce that it has closed its non brokered private placement (the “Placement”) announced by news release dated August 24, 2007.

Subsequent to the date the Placement was announced, the Company split its stock on a two new shares for one old share basis. Accordingly, the Company has issued a total of 8,758,600 post-split units at a price of US$0.375 per post-split unit for gross proceeds of $3,284,475. Each post-split unit consists of one post-split common share without par value and one whole non-transferable share purchase warrant (a “Warrant”). Each Warrant is subject to adjustment and entitles the holder thereof to purchase an additional post-split common share at a price of $0.50 per post-split share until the close of business on November 14, 2009. The Placement was led by certain European institutional funds and provides for registration rights.

A portion of the proceeds of the Placement have been used to pay down certain loans payable. The balance of the proceeds will be used for exploration and development of the Company’s Silverton mining properties, working capital and general corporate purposes, and the acquisition of mineral properties.

The securities issued under the 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 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