S-8

As filed with the Securities and Exchange Commission on October 4, 2010

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 201
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, 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 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	Proposed
		maximum	maximum	Amount of
Title of securities to be	Amount to be	offering price per	aggregate	registration
registered	registered (1)	share	offering price	fee (1)
Class A Common Stock, $.001, (re-classified from Common Stock on February 20, 2009), newly reserved under the 2008 Employee and Director Stock Compensation Plan	700,000,000	$0.0008(2)	$560,000.00	$39.93

(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 October 1, 2010.

EXPLANATORY NOTE

     This Registration Statement on Form S-8 relates to the registration of 700,000,000 additional shares of Class A Common Stock (re-classified from Common Stock on February 20, 2009), authorized for issuance under the Registrant’s 2008 Employee & Director 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 and (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 are hereby incorporated by reference.

2

TABLE OF CONTENTS

PART II
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
INDEX TO EXHIBITS
EX-5
EX-23.1

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.
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

          (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

3

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.

4

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 October 4, 2010.

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 &
	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	Chief Executive Officer & Director	October 4, 2010
/s/ C. Stephen Guyer C. Stephen Guyer	Chief Financial Officer & Director	October 4, 2010
/s/ Beverly E. Rich Beverly E. Rich	Director	October 4, 2010
/s/ Norman J. Singer Norman J. Singer	Director	October 4, 2010

5

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.
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, Unit 107
Aurora, CO 80016-7341

Telephone (303) 818-1573

October 4, 2010

Board of Directors
Colorado Goldfields Inc.
10920 West Alameda Avenue, Suite 201
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 proposed issuance and sale by the Company of up to 700,000,000 additional shares of Class A Common Stock (the “Common Stock”) of the Company pursuant to the 2008 Employee & Director 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”).

     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 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,

/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 18, 2009 (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 42 in the Annual Report on Form 10-K of Colorado Goldfields Inc. for the year ended August 31, 2009.

/s/ GHP HORWATH, P.C.

Denver, Colorado
October 4, 2010