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): June 5, 2008
COLORADO GOLDFIELDS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-51718 | 20-0716175 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 10920 West Alameda Avenue, Suite 207 Lakewood, CO | 80226 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(303) 984-5324
| N/A |
| (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))
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Item 1.01 Entry into a Material Definitive Agreement.
On March 17, 2008 we entered into a Letter of Intent to purchase 75% of the capital stock of Besmer, S.A. de C.V. a mineral production company (the “Company”). The letter, as amended, provided for a due diligence period that concluded on May 30, 2008. Satisfactory results of due diligence were a condition precedent to the closing of the transaction. As of May 30, 2008, the results of the due diligence were unsatisfactory. Therefore, the letter of Intent has expired, and we will not be entering into Definitive Agreements with Besmer, S.A. de C.V. and its shareholders.
Item 8.01 Other Events
On June 5, 2008 we issued a press release regarding our entry into a Memorandum of Understanding with our Chief Executive Officer, Todd C. Hennis and his wholly owned corporation, San Juan Corp. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
| 99.1 | Press Release dated June 5, 2008 regarding entry into Memorandum of Understanding. |
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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.
Dated: June 5, 2008
By:/s/ Todd C. Hennis
Todd C. Hennis
President & Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. | Description | |
| 99.1 | Press Release dated June 5, 2008 regarding entry into Memorandum of Understanding. |
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