S-8

As filed with the Securities and Exchange Commission on February 28, 2012

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 incorporation or organization)	(I.R.S. Employer Identification No.)

10920 West Alameda Avenue, Suite 201

Lakewood, CO 80226

(303) 984-5324

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

2008 STOCK COMPENSATION PLAN

(Full title of plan as amended as herein provided)

Lee R. Rice, Chief Executive Officer

10920 West Alameda Avenue, Suite 201

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	¨	Accelerated Filer	¨
Non-accelerated filer	¨	Smaller Reporting Company	x

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee (1)
Class A Common Stock, $.001 par value, newly reserved under the 2008 Stock Compensation Plan	10,500,000,000	$0.0002(2)	$2,100,000	$240.66

(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(c) and (h) and equal to the average of the bid and asked price of the Common Stock on the OTCQB on February 27, 2012.

EXPLANATORY NOTE

This Registration Statement on Form S-8 relates to the registration of ten billion five hundred million (10,500,000,000) additional shares of Class A Common authorized for issuance under the Registrant’s 2008 Stock Compensation Plan, as amended. Pursuant to General Instruction E of Form S-8, the contents of the Registrant’s: (1) Registration Statement on Form S-8, No. 333-155103, filed by the Registrant with the Securities and Exchange Commission on November 6, 2008, (2) the contents of the Registrant’s Registration Statement on Form S-8, No. 333-156916, filed by the Registrant with the Securities and Exchange Commission on January 23, 2009, (3) the contents of the Registrant’s Registration Statement on Form S-8, No. 333-161998, filed by the Registrant with the Securities and Exchange Commission on September 18, 2009, (4) the contents of the Registrant’s Registration Statement on Form S-8, No. 333-166271, filed by the Registrant with the Securities and Exchange Commission on April 23, 2010, (5) the contents of the Registrant’s Registration Statement on Form S-8, No. 333-169744, filed by the Registrant with the Securities and Exchange Commission on October 4, 2010, ) and (6) the contents of the Registrant’s Registration Statement on Form S-8, No. 333-174881, filed by the Registrant with the Securities and Exchange Commission on June 14, 2011, are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

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

Exhibit Number	Description
4.1	2008 Employee and Director Stock Compensation Plan, filed as exhibit 10.1 to Form 8-K filed on November 14, 2008 and incorporated herein by reference (with amendments expanding the plans availability to consultants and advisors and changing the name to the “2008 Stock Compensation Plan.”)
5	Opinion of Nathan D. Simmons, Esq. regarding legality of securities.
23.1	Consent of GHP Horwath, P.C.
23.2	Consent of Nathan D. Simmons, Esq. (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

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(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 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 registrant’s 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 February 28, 2012.

COLORADO GOLDFIELDS INC.
By	/s/ Lee R. Rice
	Lee R. Rice
	Chief Executive Officer
By	/s/ C. Stephen Guyer
	C. Stephen Guyer, Chief Financial 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	Chief Executive Officer & Director (Principal Executive Officer)	February 28, 2012
/s/ C. Stephen Guyer C. Stephen Guyer	Chief Financial Officer & Director (Principal Financial and Accounting Officer)	February 28, 2012
/s/ Norman J. Singer Norman J. Singer	Director	February 28, 2012

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INDEX TO EXHIBITS

Exhibit Number	Description
4.1	2008 Employee and Director Stock Compensation Plan, filed as exhibit 10.1 to Form 8-K filed on November 14, 2008 and incorporated herein by reference (with amendments expanding the plans availability to consultants and advisors and changing the name to the “2008 Stock Compensation Plan.”)
5	Opinion of Nathan D. Simmons, Esq. regarding legality of securities.
23.1	Consent of GHP Horwath, P.C.
23.2	Consent of Nathan D. Simmons, Esq. (included in the opinion filed as Exhibit 5).

EX-5

Exhibits 5 & 23.2

NATHAN D. SIMMONS, ESQ.

SIMMONS LEGAL SERVICES, LLC

7210 South Algonquian Street, Suite 107

Aurora, Colorado 80016

Telephone (303) 818-1573

February 28, 2012

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, 10,500,000,000 additional shares

Ladies and Gentlemen:

We have acted as counsel to Colorado Goldfields Inc., a Nevada corporation (the “Company”), in connection with the proposed issuance and sale by the Company of up to 10,500,000,000 additional shares of Class A Common Stock (the “Common Stock”) of the Company pursuant to the 2008 Stock Compensation Plan (the “Plan”), as further described in a Registration Statement on Form S-8 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

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; the resolutions adopted by the Board of Directors of the Company authorizing and approving the Plan and amendments thereto, 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 Common Stock to be issued by the Company pursuant to the Plan has 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,

SIMMONS LEGAL SERVICES, LLC

/s/ Nathan D. Simmons

Nathan D. Simmons, Esq.

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 November 22, 2011 (which expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s ability to continue as a going concern), on the financial statements of Colorado Goldfields Inc. (an Exploration Stage Company), which appears on page 35 in the Annual Report on Form 10-K of Colorado Goldfields Inc. for the year ended August 31, 2011.

/s/ GHP HORWATH, P.C.

Denver, Colorado

February 28, 2012