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~~November 611, 2013

COLORADO GOLDFIELDS INC.

(Exact Name of Registrant as Specified in Charter)


Nevada	000-51718	20-0716175
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10920 West Alameda Avenue, Suite 201

Lakewood, CO 80226

(Address of Principal Executive Offices)

(303) 984-5324

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

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-14(c)).

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

~~Renewal~~On November 11, 2013 Norman J. Singer resigned his position as a Director for personal reasons. The Board of ~~Employment~~Directors ~~Agreement~~will ~~with~~not ~~our~~immediately ~~Chief~~seek ~~Financial~~a ~~Officer~~replacement for Mr. Singer.

WeAs ~~employed C. Stephen Guyer as our Chief Financial Officer, on February 14, 2008. Mr. Guyer’s prior employment was, by its terms, for a period~~ of ~~one~~November ~~year~~12, ~~ending June 30,~~ 2013~~. Mr. Guyer’s employment has continued in anticipation of another employment contract. On August 6~~, ~~2013, we entered into a new employment agreement with Mr. Guyer, retroactively effective July 1, 2013. Under~~ the ~~new~~Colorado ~~agreement~~Goldfields ~~which is for a period of one year, we have agreed to the following: (i) the payment by our company to Mr~~Inc. ~~Guyer~~Board of aDirectors ~~salary~~consists of $25,000 per month; (ii) certain employee benefits, including group health insurance, pension and profit sharing and other such benefits that we may elect to provide our other employees from time to time. Mr. Guyer acknowledges that salary and/or expenses may, upon consultation with the Chief Executive Officer, be paid in stock pursuant to the Company’s 2008 Stock Compensation Plan in lieu of cash.:

~~The~~Lee ~~executive~~R. ~~employment~~Rice ~~agreement~~- ~~may~~President ~~be terminated, among other things: (i) by notice of termination from one party to the other;~~ and ~~(ii)~~Chief ~~upon~~Executive ~~the death of Mr. Guyer. Upon the termination of the executive employment agreement~~Officer, ~~Mr.~~Director ~~Guyer will be entitled to separation pay in the amounts set forth in the agreement, depending on the circumstances of termination of the agreement.~~(69)

~~The~~Mr. ~~foregoing~~Rice is an experienced geological engineer, having worked as a ~~summary~~geologist ofand engineer in the ~~new~~natural ~~employment~~resources ~~agreement~~industry ~~with~~since 1970. Since 1990, Mr. ~~Guyer~~Rice has been employed by, and is currently Chief Engineer for, Data Technology Services, Inc. ~~Please~~ ~~review~~a ~~the~~Colorado-based, ~~executive~~privately ~~employment~~owned ~~agreement~~company that provides information technology services to various industries, ~~attached~~including ~~hereto~~finance, asoil ~~Exhibit~~& 10gas, geology, and chemistry.1 Prior to this, ~~for~~Mr. Rice held various geological, engineering and management positions with the U.S. Bureau of Mines and private industry. Mr. Rice holds a ~~complete~~Bachelor ~~description~~of Science degree in Chemistry from Case-Western Reserve University and a Master of ~~all~~Science in Geology and Geological Engineering (with High Honors) from South Dakota School of Mines and Technology. Mr. Rice has been a Registered Professional Engineer in Colorado for more than 35 years and is a Registered Member of the ~~terms~~Society of Mining, Metallurgy and ~~conditions~~Exploration. Mr. Rice is also a director of International Beryllium Corporation, a public company traded on the ~~agreement~~Toronto Venture Exchange with its headquarters in Vancouver, British Columbia.

~~Renewal~~C. ofStephen ~~Employment~~Guyer ~~Agreement~~– ~~with our~~ Chief ~~Executive~~Financial Officer, Director (60)

WeMr. ~~employed~~Guyer ~~Lee~~is R.a ~~Rice~~senior asfinancial ~~our~~executive, having served as Chief ~~Executive~~Financial Officer, onfor ~~September~~both ~~10,~~public ~~2008~~and private firms. On ~~August~~Prior 6,to ~~2013~~joining Colorado Goldfields, ~~we entered~~he ~~into~~was a ~~new~~founder ~~employment~~and ~~agreement~~Chief Financial Officer of Antelope Technologies, Inc., an international high-technology manufacturing venture with offices in both the USA and Switzerland. Mr. ~~Rice,~~Guyer ~~retroactively~~has ~~effective~~also ~~July~~served 1as Chief Financial Officer for TCOM Ventures, ~~2012. Under~~Staff Administrators and the ~~new~~Moore ~~agreement~~Companies. ~~which~~Mr. isGuyer ~~month~~was Chief Credit Officer for Monaco Finance and a divisional vice-~~to-month,~~president wefor ~~have~~a ~~agreed~~subsidiary toof ~~the~~British ~~following:~~Petroleum, ~~(i)~~and the ~~payment~~former byUnited ~~our~~Cable ~~company~~Television toCorporation (now a part of COMCAST). Mr. ~~Rice~~Guyer ofholds aan ~~salary~~MBA, Finance, and Master of ~~$15~~Arts,~~000~~ ~~per~~University ~~month;~~of ~~(ii)~~Denver, ~~certain~~both ~~employee~~with ~~benefits~~honors, ~~including~~a ~~group~~BA, ~~health~~Metropolitan ~~insurance~~State College, ~~pension~~Magna ~~and~~Cum ~~profit~~Laude, ~~sharing~~ and ~~other~~BS, ~~such~~McPherson ~~benefits~~College. Additionally ~~that~~he weconducted ~~may~~doctoral ~~elect~~studies, tothe ~~provide~~Peabody ~~our~~Conservatory ~~other~~of ~~employees~~Johns ~~from~~Hopkins ~~time~~University toand ~~time. Mr.~~international ~~Rice~~studies ~~acknowledges~~(Japan, ~~that~~Hong ~~salary~~Kong, Asia, and~~/or~~ ~~expenses~~Africa), ~~may~~World Campus Afloat, ~~upon~~Chapman ~~consultation~~College. Stephen ~~with~~is ~~the~~a ~~Chief~~published ~~Financial~~author, ~~Officer~~former monthly columnist, beand ~~paid~~former inuniversity ~~stock~~faculty ~~pursuant~~member. Mr. toGuyer ~~the~~was ~~Company’s~~a ~~2008~~finalist ~~Stock~~for ~~Compensation~~the ~~Plan~~2009 inDenver ~~lieu~~Business Journal CFO of ~~cash~~the Year award.

The executive employment agreement may be terminated, among other things: (i) by notice of termination from one party to the other; and (ii) upon the death of Mr. Rice. Upon the termination of the executive employment agreement, Mr. Rice will be entitled to separation pay in the amounts set forth in the agreement, depending on the circumstances of termination of the agreement.

The foregoing is a summary of the new employment agreement with Mr. Rice. Please review the executive employment agreement, attached hereto as Exhibit 10.2, for a complete description of all the terms and conditions of the agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Employment Agreement: C. Stephen Guyer effective nunc pro tunc July 1, 2013
10.2		Employment Agreement: Lee R. Rice effective nunc pro tunc July 1, 2012

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: August 7, 2013	By:	/s/ Lee R. Rice
November 14, 2013	By:	/s/ C. Stephen Guyer
		Lee R. Rice
		C. Stephen Guyer
		President & Chief Executive Officer
		Chief Financial Officer

Filing Compare · COLORADO GOLDFIELDS INC.