UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, ~~2012~~2013

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-51718

COLORADO GOLDFIELDS INC.

(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
(Address of principal executive offices)		(Zip Code)

10920 West Alameda Avenue, Suite 201 Lakewood, CO		80226
(Address of principal executive offices)		(Zip Code)

(303) 984-5324

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Class A Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨o

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 definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):

~~Largeaccelerated~~Large accelerated filer ¨ o Accelerated filer ¨o

Non-accelerated filer ¨ o Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨o No þ

The aggregate market value of the Class A common stock of the registrant held by non-affiliates as of February 2928, ~~2012~~2013 the last business day of the registrant’s most recently completed second fiscal quarter based on the closing sale price of the registrant’s Class A common stock on that date as reported on the OTC Markets OTCQB system was $2457,~~637,546~~747.

Class		Shares Outstanding at ~~November~~December 1612, ~~2012~~2013
Class A Common Stock, $0.001 Par Value		43356,~~665~~662,~~223~~566
Class B Common Stock (Restricted), $0.001Par Value		490,371,533

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

PART I			13
~~Item 1.~~	~~Business~~Item 1.	Business	35
~~Item 1A.~~	~~Risk~~Item ~~Factors~~1A.	Risk Factors	810
	~~Risks Relating to Our Company~~	Risks Relating to Our Company	810
	~~Risks Associated with Our Common Stock in General~~	Risks Associated with Our Common Stock in General	1215
~~Item 1B.~~	~~Unresolved~~Item ~~Staff Comments~~1B.	Unresolved Staff Comments	1518
~~Item 2.~~	~~Properties~~Item 2.	Properties	1519
	~~Pride of the West Mill~~	Pride of the West Mill	1519
	Silver Wing Mine		17
	Item 3.	Legal Proceedings	22
	King Solomon Mine		18
	Item 4.	Mine Safety Disclosures	24
	Pay Day and Rage Uranium Claim Group		19
PART II			25
Item 3.	Legal Proceedings		20
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 4.	Mine Safety Disclosures		21
	Item 6.	Selected Financial Data	29
PART II			22
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		22
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 6.	Selected Financial Data		26
	Item 8.	Financial Statements and Supplementary Data	38
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
		Balance Sheets	39
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		32
		Statements of Operations	40
Item 8.	Financial Statements and Supplementary Data		33
		Statements of Cash Flows	41
	Balance Sheets		34
		Statements of Stockholders' (Deficit) Equity	42
	Statements of Operations		35
		Notes to the Financial Statements	43
	Statements of Cash Flows		36
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	57
	Statements of Stockholders' (Deficit) Equity		37
	Item 9A.	Controls and Procedures	57
	Notes to the Financial Statements		38
PART III			59
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		52
	Item 10.	Directors, Executive Officers and Corporate Governance	59
Item 9A.	Controls and Procedures		52
	Item 11.	Executive Compensation	62
PART III			54
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	66
Item 10.	Directors, Executive Officers and Corporate Governance		54
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	67
Item 11.	Executive Compensation		57
	Item 14.	Principal Accountant Fees and Services	68
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		61
PART IV			69
Item 13.	Certain Relationships and Related Transactions, and Director Independence		62
	Item 15.	Exhibits and Financial Statement Schedules	69
Item 14.	Principal Accountant Fees and Services		63
		SIGNATURES	70
PART IV			64
		EXHIBIT INDEX	71
Item 15.	Exhibits and Financial Statement Schedules		64
SIGNATURES			65
EXHIBIT INDEX			66

This document (including information incorporated herein by reference) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which involve a degree of risk and uncertainty due to various factors affecting Colorado Goldfields Inc. For a discussion of some of these factors, see the discussion in Item 1A, Risk Factors, of this report.

PART I

Forward-Looking Statements

Certain statements contained in this report (including information incorporated by reference) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provided for under these sections. Our forward-looking statements include, without limitation:

●

Statements regarding future earnings;

●

Estimates of future mineral production and sales, for specific operations and on a consolidated or equity basis;

●

Estimates of future costs applicable to sales, other expenses and taxes for specific operations and on a consolidated basis;

●

Estimates of future cash flows;

●

Estimates of future capital expenditures and other cash needs, for specific operations and on a consolidated basis, and expectations as to the funding thereof;

●

Estimates regarding timing of future capital expenditures, construction, production or closure activities;

●

Statements as to the projected development of certain ore deposits, including estimates of development and other capital costs and financing plans for these deposits;

●

Estimates of reserves and statements regarding future exploration results and reserve replacement and the sensitivity of reserves to metal price changes;

●

Statements regarding the availability and costs related to future borrowing, debt repayment and financing;

●

Statements regarding modifications to hedge and derivative positions;

●

Statements regarding future transactions;

●

Statements regarding the impacts of changes in the legal and regulatory environment in which we operate; and

●

Estimates of future costs and other liabilities for certain environmental matters.

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Such risks include, but are not limited to: the ability of Colorado Goldfields to obtain or maintain necessary financing; the price of gold, silver and other commodities; currency fluctuations; geological and metallurgical assumptions; operating performance of equipment, processes and facilities; labor relations; timing of receipt of necessary governmental permits or approvals; domestic laws or regulations, particularly relating to the environment and mining; domestic and international economic and political conditions; and other risks and hazards associated with mining operations. More detailed information regarding these factors is included in Item 1, Business, Item 1A, Risk Factors, and elsewhere throughout this report. Given these uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements.

All subsequent written and oral forward-looking statements attributable to Colorado Goldfields or to persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Colorado Goldfields disclaims any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Available Information

Colorado Goldfields maintains an internet website at www.cologold.com. Colorado Goldfields makes available, free of charge, through the Investor Information section of the web site, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 filings and all amendments to those reports, as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission. Colorado Goldfields’ Code of Business Ethics and Conduct are available on the web site at

www.cologold.com/uploads/Code_of_Business_Conduct_Ethics.pdf

Any of the foregoing information is available in print to any stockholder who requests it by contacting Colorado Goldfields’ Investor Relations Department at 866-579-9444.

~~ITEM~~Item 1. ~~BUSINESS~~ Business

Background

We were organized under the laws of the State of Nevada on February 11, 2004 under the name Garpa Resources Inc. On June 18, 2007, we changed our name to Colorado Goldfields Inc.

Our principal executive offices are located at 10920 West Alameda Avenue, Suite 201, Lakewood, Colorado, 80226 and our telephone number is (303) 984-5324. Our common stock is quoted on the OTC Markets Inc. owned and operated OTCQB Inter-dealer Quotation System and FINRA owned and operated OTC Pinksheets under the symbol “CGFI.”

Our Business

Colorado Goldfields Inc. (“we,” “us,” “our,” or the “Company”) is a milling and mining exploration stage company engaged in the acquisition, exploration, and development of mineral properties, primarily for gold, silver, copper, uranium, lead, and zinc, and the milling and processing of ore from both owned and non-owned mining properties.

AsDuring fiscal year 2013, we owned or held rights to own five properties. On October 31, 2013 the contracts for purchase of the ~~filing~~Champion and Silver Wing Mines expired unconsummated. As of the date of this report, ~~our~~we ~~five~~are ~~properties~~awaiting ~~are:~~information from a potential investor, which may cause those contracts to be renegotiated. However, the terms of the anticipated funding may not be acceptable to the owners of the Silver Wing and Champion Mines.

1.	The Pride of the West Mill, Silverton, Colorado

2.	Silver Wing Mine, San Juan County, Colorado

3.	Champion Mine, San Juan County, Colorado

4.	King Solomon Mine, San Juan County, Colorado

5. The Pay Day and Rage Uranium Claim Group~~, Monticello, Utah~~

The Pride of the West Mill (“Mill”), is located 5.3 miles northeast of Silverton, Colorado. The Mill is located on approximately 120 acres of patented mining claims on San Juan County Road 2, within a nine air-mile radius of the Silver Wing Mine ~~Property~~, the King Solomon Mine, ~~Property~~ and many other mine properties. The Mill is located within the famous “San Juan Triangle” mining center of southwestern Colorado, which also includes the historic mining towns of Telluride and Ouray, and encompasses one of the most richly mineralized areas of North America. The ~~Mill~~mill is currently not operational. We hope to bring the Mill into operation, as which is more fully described in “Item 2. Properties,” in 2013.

The Silver Wing Mine consists of ten patented mining claims across 70 acres in San Juan County, in southwestern Colorado. The mine’s poly-metallic ore contains recoverable metal values in gold, silver, lead, copper and zinc.

The Champion Mine consists of approximately 354 acres located in the San Juan Mountains at Silverton, Colorado. The ~~mine~~Mine is located within the historically productive rim (i.e. over $700 million in gold, silver and base metals produced since 1874) of the Silverton Caldera complex at the southwestern extremity of the very prolific Colorado mineral belt. Several major narrow (i.e. average 3 to 6 feet wide with stopes up to 9,000 feet long and vertical extent of at least 2,500 feet) vein deposits each up to 10 million tons or more have previously operated profitably in the district.

The King Solomon Mine is located on the southern flank of King Solomon Mountain, just a few hundred yards up the mountain from the first discovery of gold in the San Juan Mountains in Little Giant Basin. Opened in 1876, the mine was in production until 1883.

The Pay Day and Rage Uranium Claim Group is located in San Juan County, Utah. The Pay Day and Rage Uranium Claim Group consists of 63 (55 Pay Day and 8 Rage) claims. The Pay Day claim group is located in Township 32 South, Range 24 East of the Salt Lake Meridian in Sections 26, 27, 34, and 35, in San Juan County northeast of Monticello, Utah. The Rage claim group spans Stevens Canyon on the southeast flank of the Seven Sisters Buttes in Township 33 South, Range 20 East of the Salt Lake Meridian in Section 33, San Juan County, Utah.

We refer to these properties collectively as “the CGFI Mineral Properties” throughout this report. We are presently in the exploration stage at the CGFI Mineral Properties. We have not generated revenue from mining operations.

As an exploration stage mining company that owns a mill, our activities are currently focused on mill re-activation, mine development, exploration, geological evaluation and feasibility studies for gold and other metals and, where warranted, efforts to develop and construct mining and processing facilities. We may enter into joint ventures, partnerships or other arrangements to accomplish these activities.

We continually evaluate acquisition of other mining companies or their mining properties.

Recent Events

Throughout fiscal 2011 and 2012, we constructed a third comprehensive amendment (“AM-03”), to the Mill permit and submitted extensive engineering and operations plans to the Colorado Division of Reclamation Mining and Safety (“DRMS”).

This third amendment was approved with conditions on August 9, 2012. The core of the permit consists of nine Environmental Protection Faculties (“EPFs”), which are: 1) Mill Building, 2) Ore Stockpile Area, 3) Laboratory Facility, 4) Leach Plant Building, 5) Flood Protection Dike, 6) Plant Waste Water Disposal, 7) Groundwater intercept Drain, 8) Upland Stormwater Intercept Ditch, 9) Mill Tailings Repository.

The conditions specified by the DRMS regard the ninth EPF, the Mill Tailings Repository and simply ~~request~~requested additional geotechnical substrate stability analysis, structure specific engineering designs for the cover of the repository, the repository’s reserve capacity, and the always on-going recalculation of financial warranty. See “Item 2. Properties” for additional detail.

In November 2012, we entered into a contract to purchase the Silver Wing Mine and a contract to purchase the Champion Mine. These two past producing mines solidify the sources of ore to be processed by the Mill and provide the clearest most efficient path toward operating the Mill at full capacity. However and as stated above, on October 31, 2013 the contracts for purchase of the Champion and Silver Wing Mines expired unconsummated. As of the date of this report, we are awaiting information from a potential investor, which may cause those contracts to be renegotiated. However, the terms of the anticipated funding may not be acceptable to the owners of the Silver Wing and Champion Mines. On See “Item 2. Properties” for additional detail.

In the third and fourth quarter of 2010, two outside funding sources became involved with the Company. AIn ~~Delaware~~fiscal ~~Partnership~~2013, ~~and~~two aadditional ~~group~~outside ofshort-term funding sources (New York Alternative Investment Firm and San Diego Private ~~Investors~~Investor), provided limited capital to the Company. These four sources have provided funding to us in the form of convertible debt. These investors continued to provide limited funding for the Company throughout fiscal ~~2012~~2013. However, the funding was, and is, at their sole discretion. See Item 8. Notes to the Financial Statements for additional details.

Competitive Business Conditions

We compete with many companies in the mining business, including larger, more established mining companies with substantial capabilities, personnel and financial resources. There is a limited supply of desirable mineral lands available for claim-staking, lease or acquisition in the United States and other areas where we may conduct exploration activities. Because we compete with individuals and companies that have greater financial resources and larger technical staffs, we may be at a competitive disadvantage in acquiring desirable mineral properties. From time to time, specific properties or areas that would otherwise be attractive to us for exploration or acquisition are unavailable due to their previous acquisition by other companies or our lack of financial resources. Competition in the mining industry is not limited to the acquisition of mineral properties but also extends to the technical expertise to find, advance, and operate such properties; the labor to operate the properties; and the capital needed to fund the acquisition and operation of such properties. Competition may result in our company being unable not only to acquire desired properties, but to recruit or retain qualified employees, to obtain equipment and personnel to assist in our exploration activities or to acquire the capital necessary to fund our operation and advance our properties. Our inability to compete with other companies for these resources would have a material adverse effect on our results of operation and business.

General Government Regulations

Federal Lands. The Company’s property is situated adjacent to lands owned by the United States, which may require that the Company obtain certain special use permits in order to gain access to our land for exploration and mining activities.

Mining Operations. The operation of mines is governed by both federal and state laws. Federal laws, such as those governing the purchase, transport or storage of explosives, and those governing mine safety and health, also apply.

The State of Colorado likewise requires various permits and approvals before mining operations can commence, and permits and approvals that must regulate all operations. Among other things, a detailed reclamation plan must be prepared and approved, with bonding in the amount of projected reclamation costs. The bond is used to ensure that proper reclamation takes place, and the bond will not be released until that time. The Colorado Division of Reclamation, Mining and Safety is the state agency that administers the reclamation permits, mine permits and related closure plans on our property. Local jurisdictions (such as San Juan County) may also impose permitting requirements (such as conditional use permits or zoning approvals). Some permits require, or will require, monitoring, compliance, reporting, periodic renewal, or review of their conditions and may be subject to a public review process during which opposition to our proposed operations may be encountered.

The primary body of law that affects the Company’s operations in Colorado is the Mineral Rules And Regulations Of The Colorado Mined Land Reclamation Board For Hard Rock, Metal And Designated Mining Operations, first Promulgated May, 1977 Amended June-December, 1977; March-July, 1978; July-August, 1979; May, 1980; April, 1981; February-April, 1982; April, 1983; October, 1983; June, 1985; March, 1987; December, 1987; October, 1988; November, 1990; September, 1991; March, 1993; April, 1994; January, 1995; October, 1995; April, 1999, January, 2000; August, 2001;June 2005, August 2006, and ~~August~~September 2010..

And, Title 34 Mineral Resources Article 32, Colorado Mined Land Reclamation Act, of the Colorado Revised Statutes. The complete and current rules may be retrieved from the Internet at: ~~http://mining.state.co.us/Rules%20and%20Regs.htm.~~

Also, the “Statement of Basis, Specific Statutory Authority, and Purpose for New Rules and Amendments to the Mineral Rules and Regulations of the Colorado Mined Land Reclamation Board for Hard Rock, Metal and Designated Mining Operations, 2 CCR 407-1,” may be retrieved at: http://mining.state.co.us/~~rulesregs~~SiteCollectionDocuments/~~Rulemaking%20SBP%20Final%20Draft~~HardRockRulesAdoptedAug122010actcites12032010correction.pdf

The Colorado Department of Natural Resources website may be accessed at:

http://mining.state.co.us/Pages/Home.aspx

When the Mill or mines come into production we will also be subject to the rules and regulations of the Mine Safety and Health Administration, a Division of the United States Department of Labor.

~~Statutory and Regulatory authority for this agency is found in Code of Federal Regulations - 30 CFR - Parts 1 to 199, and may be retrieved at: http://www.msha.gov/regsinfo.htm~~7

Statutory and Regulatory authority for this agency is found in Code of Federal Regulations - 30 CFR - Parts 1 to 199, and may be retrieved at:

http://www.msha.gov/regsinfo.htm

Environmental Laws. Mining activities at the Company’s properties are also subject to various environmental laws, both federal and state, including but not limited to the federal National Environmental Policy Act, CERCLA (as defined below), the Resource Recovery and Conservation Act, the Clean Water Act, the Clean Air Act and the Endangered Species Act, and certain Colorado state laws governing the discharge of pollutants and the use and discharge of water. Various permits from federal and state agencies are required under many of these laws. Local laws and ordinances may also apply to such activities as construction of facilities, land use, waste disposal, road use and noise levels.

These laws and regulations are continually changing and, as a general matter, are becoming more restrictive. Colorado Goldfields’ policy is to conduct our business in a manner that safeguards public health and mitigates the environmental effects of our business activities. To comply with these laws and regulations, we have made, and in the future may be required to make, capital and operating expenditures.

The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA), imposes strict, joint, and several liability on parties associated with releases or threats of releases of hazardous substances. Liable parties include, among others, the current owners and operators of facilities at which hazardous substances were disposed or released into the environment and past owners and operators of properties who owned such properties at the time of such disposal or release. This liability could include response costs for removing or remediating the release and damages to natural resources. Our properties, because of past mining activities, could give rise to potential liability under CERCLA.

Under the Resource Conservation and Recovery Act (RCRA) and related state laws, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous or solid wastes associated with certain mining-related activities. RCRA costs may also include corrective action or clean up costs.

Mining operations may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, such as crushers and storage facilities, and from mobile sources such as trucks and heavy construction equipment. All of these sources are subject to review, monitoring, permitting, and/or control requirements under the federal Clean Air Act and related state air quality laws. Air quality permitting rules may impose limitations on our production levels or create additional capital expenditures in order to comply with the permitting conditions.

Under the federal Clean Water Act and the delegated Colorado water-quality program, point-source discharges into waters of the State are regulated by the National Pollution Discharge Elimination System (NPDES) program. Stormwater discharges also are regulated and permitted under that statute. Section 404 of the Clean Water Act regulates the discharge of dredge and fill material into Waters of the United States, including wetlands. All of those programs may impose permitting and other requirements on our operations.

The National Environmental Policy Act (NEPA) requires an assessment of the environmental impacts of major federal actions. The federal action requirement must be satisfied if the project involves federal land or if the federal government provides financing or permitting approvals. NEPA does not establish any substantive standards, but requires the analysis of any potential impacts. The scope of the assessment process depends on the size of the project. An Environmental Assessment (EA) may be adequate for smaller projects. An Environmental Impact Statement (EIS), which is much more detailed and broader in scope than an EA, is required for larger projects. NEPA compliance requirements for any of our proposed projects could result in additional costs or delays.

The Endangered Species Act (ESA) is administered by the U.S. Fish and Wildlife Service of the U.S. Department of Interior. The purpose of the ESA is to conserve and recover listed endangered and threatened species and their habitat. Under the ESA, endangered means that a species is in danger of extinction throughout all or a significant portion of its range. The term threatened under such statute means that a species is likely to become endangered within the foreseeable future. Under the ESA, it is unlawful to take a listed species, which can include harassing or harming members of such species or significantly modifying their habitat. Future identification of endangered species or habitat in our project areas may delay or adversely affect our operations.

U.S. federal and state reclamation requirements often mandate concurrent reclamation and require permitting in addition to the posting of reclamation bonds, letters of credit or other financial assurance sufficient to guarantee the cost of reclamation. If reclamation obligations are not met, the designated agency could draw on these bonds or letters of credit to fund expenditures for reclamation requirements. Reclamation requirements generally include stabilizing, contouring and re-vegetating disturbed lands, controlling drainage from portals and waste rock dumps, removing roads and structures, neutralizing or removing process solutions, monitoring groundwater at the mining site, and maintaining visual aesthetics.

Employees

There were three people employed by Colorado Goldfields as of August 31, ~~2012~~2013:

1.	Lee R. Rice, President Chief Executive Officer, and Director

2.	C. Stephen Guyer, Chief Financial Officer and Director

3.	John Ferguson, Director of Operations

We make extensive use of consultants and advisors for specific technical projects so that the resource is most closely matched to the need. See Item 11 Executive Compensation for additional details.

Office Facilities

Due to frequent travel, our executive staff generally offices remotely from the corporate offices in Lakewood, Colorado and we do not pay rent for the Lakewood facility. We also have an office and housing facility at our Pride of the West Mill near Silverton, Colorado ~~in San Juan County Colorado~~. We believe these arrangements are and will be adequate for our needs for the foreseeable future.

~~ITEM~~Item 1A. ~~RISK~~ Risk ~~FACTORS~~Factors

High Degree of Risk

An investment in our securities involves a high degree of risk. You should consider carefully the following risks, along with all of the other information included in this report, before deciding to buy our common stock. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also impair our business operations. If we are unable to prevent events that have a negative effect from occurring, then our business may suffer.

This report, including Management’s Discussion and Analysis or Plan of Operation, contains forward-looking statements that may be materially affected by several risk factors, including those summarized below.

Risks Relating to Our Company

Pending litigation may cause us to loss control of the Pride of the West Mill, and ultimately the entire Company.

On September 6, 2013, the Company was served, through its registered agent, with a Renewed Motion for Appointment of Receiver, and Verified Complaint, seeking a judicial foreclosure, declaratory judgment, and breach of fiduciary duties by Todd C. Hennis, the former president and CEO of the Company.

A hearing on the Motion to Appoint a Receiver was held on November 12 and 15, 2013. The Motion to Appoint a Receiver was denied. The Company has filed its answer and initial disclosures regarding the complaint regarding judicial foreclosure, declaratory judgment, breach of fiduciary duties, and awaits the court’s scheduling of a case management conference. Please see Item 10. Litigation, for additional details.)

We have incurred losses since our inception in 2004 and may never be profitable which raises doubt about our ability to continue as a going concern.

Since our inception in 2004, we have had nominal operations and incurred operating losses. As of August 31, ~~2012~~2013, our accumulated deficit since inception was approximately $2329.58 million. We have substantial current obligations and at August 31, ~~2012~~2013, we had approximately $23.64 million of current liabilities as compared to only approximately $2564 thousand of current assets. Since August 31, 2011, we have been able to raise only minimal additional capital, and we have minimal cash on hand. Accordingly, the Company does not have sufficient cash resources or current assets to pay its current obligations, and we have been meeting many of our obligations through the issuance of our Class A common stock to our employees, consultants and advisors as payment for the goods and services.

Our management continues to search for additional financing; however, considering the difficult U.S. and global economic conditions along with the substantial turmoil in the capital and credit markets, there is a significant possibility that we will be unable to obtain financing to continue our operations.

As we are in the beginning stages of our exploration activities on the CGFI Mineral Properties, we expect to incur additional losses in the foreseeable future, and such losses may continue to be significant. To become profitable, we must be successful in raising capital to continue with our mill re-activation efforts, exploration activities, meet the work commitment requirements on the CGFI Mineral Properties, discover economically feasible mineralization deposits and establish reserves, successfully develop the properties and finally realize adequate prices on our minerals in the marketplace. It could be years before we receive any revenues from gold and mineral production, if ever. Thus, we may never be profitable.

These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent registered public accounting firm's report on our audited financial statements as of and for the year ended August 31, 2012. If we are unable to continue as a going concern, investors will likely lose all of their investment in our company. The financial statements included in this report do not include any adjustments that might result from the outcome of this uncertainty. Please see “Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources,” for further information.10

These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent registered public accounting firm's report on our audited financial statements as of and for the year ended August 31, 2013. If we are unable to continue as a going concern, investors will likely lose all of their investment in our company. The financial statements included in this report do not include any adjustments that might result from the outcome of this uncertainty. Please see “Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources,” for further information.

The feasibility of mineral extraction from the CGFI Mineral Properties has not been established; as we have not completed exploration or other work necessary to determine if it is commercially feasible to develop the properties.

We are currently a mining exploration stage company. See “Item 2 Properties” of this Report for more information regarding our mining assets.

The CGFI Mineral Properties do not have any proven or probable reserves. A “reserve,” as defined by the SEC, is that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. A reserve requires a feasibility study demonstrating with reasonable certainty that the deposit can be economically extracted and produced. We have not carried out any feasibility study with regard to the CGFI Mineral Properties. As a result, we currently have no reserves and there are no assurances that we will be able to prove that there are reserves on the CGFI Mineral Properties.

On June 29, 2007, the Company acquired the Pride of the West Mill located in Howardsville, Colorado. The cost of the Mill was $1,400,677. In connection with the acquisition, the Company entered into a $650,000 mortgage with the seller, which is collateralized by the property and bears interest at 12% per year. All unpaid principal was originally due June 29, 2009. The due date on the mortgage was extended and iswas ~~currently~~ due in full on December 311, ~~2012~~2013, and is currently in default. We will be required to obtain debt or equity financing from external sources in order to fund payment on the mortgage. In addition, as the Mill is currently inactive and under a cease and desist order issued by the Colorado Division of Reclamation, Mining and Safety due to operational deficiencies, we will require further funds to cure the deficiencies and bring the Mill back into active status.

We cannot generate any income from the Mill until such time as we (i) cure the deficiencies contained in the cease and desist order, (ii) obtain unconditional approval from the State of Colorado Mined Land Reclamation Board of the previously described permit amendment, and (iii) refurbish it to operational status. Please see "Item 2 – Properties – Pride of the West Mill" and “ Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” for further information.

Mining operations are subject to conditions or events beyond our control, which could have a material adverse effect on our business; we do not carry insurance.

Mining operations by their nature are subject to many operational risks and factors that are generally outside of our control and could adversely affect our business, operating results, and cash flows. These operational risks and factors include unanticipated ground and water conditions; adverse claims to water rights and shortages of water to which we have rights; adjacent land ownership that results in constraints on current or future mine operations; geological problems, including earthquakes and other natural disasters; metallurgical and other processing problems; unusual or unexpected rock formations; ground or slope failures; structural cave-ins or slides; flooding or fires; seismic activity; rock bursts; equipment failures; and periodic interruptions due to inclement or hazardous weather conditions or operating conditions and other force majeure events; lower than expected ore grades or recovery rates; accidents; delays in the receipt of or failure to receive necessary government permits; the results of litigation, including appeals of agency decisions; uncertainty of exploration and development; delays in transportation; interruption of energy supply; labor disputes; inability to obtain satisfactory insurance coverage; the availability of drilling and related equipment in the area where mining operations will be conducted; and the failure of equipment or processes to operate in accordance with specifications or expectations.

These risks could result in damage to, or destruction of, mines and other producing facilities resulting in partial or complete shutdowns, personal injury or death, environmental or other damage to our properties or the properties of others, delays in mining, monetary losses and potential legal liability. Milling operations are subject to hazards such as equipment failure or failure of tailings disposal areas that may result in environmental pollution and consequential liabilities.

We do not currently carry insurance. In addition, although certain risks are insurable, we may be unable to obtain insurance to cover these risks at economically feasible premiums. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to us or to other companies in the mining industry on acceptable terms. We might also become subject to liability for pollution or other hazards that may not be insured against or that we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its business. Furthermore, should we be unable to fund fully the cost of remedying an environmental problem, we might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy.

We may never find commercially viable gold or other reserves.

Mineral exploration and development involve a high degree of risk and few properties that are explored are ultimately developed into producing mines. We cannot assure you that any future mineral exploration and development activities will result in any discoveries of proven or probable reserves as defined by the SEC since such discoveries are remote. Nor can we provide any assurance that, even if we discover commercial quantities of mineralization, a mineral property will be brought into commercial production. Development of our mineral properties will follow only upon obtaining sufficient funding and satisfactory exploration results.

We will require significant additional capital to continue our exploration activities, and, if warranted, to develop mining operations.

Under our lease with an option to purchase the King Solomon Mine, we are required to expend $50,000 over three years in the form of a work commitment. We ~~are~~have ~~required~~expended toonly ~~pay~~minimal ~~approximately~~amounts ~~$3.16~~toward ~~million to consummate fully our contracts to purchase~~ the ~~Silver~~King ~~Wing~~Solomon ~~and~~work ~~Champion Mines~~commitment. Management estimates that re-activating the Mill and bringing the Silver Wing and Champion Mines into production will require approximately $11 million of additional funding.

We will be required to raise significantly more capital in order to develop the CGFI Mineral Properties for mining production assuming that economically viable reserves exist. There is no assurance that our investments in the CGFI Mineral Properties will be financially productive. Our ability to obtain necessary funding depends upon a number of factors, including the price of gold and other base metals and minerals which we are able to mine, the status of the national and worldwide economy and the availability of funds in the capital markets. If we are unable to obtain the required financing in the near future for these or other purposes, our exploration activities would be delayed or indefinitely postponed, we would likely lose our lease/options and option to acquire an ownership interest in the CGFI Mineral Properties and this would likely, eventually, lead to failure of our Company. Even if financing is available, it may be on terms that are not favorable to us, in which case, our ability to become profitable or to continue operating would be adversely affected. If we are unable to raise funds to continue our exploration and feasibility work on the CGFI Mineral Properties, or if commercially viable reserves are not present, the market value of our securities will likely decline, and our investors may lose some or all of their investment.

912

Historical production of gold at the CGFI Mineral Properties may not be indicative of the potential for future development or revenue.

Historical production of gold and other metals and minerals from the mines encompassed under our Lease/Options cannot be relied upon as an indication that the CGFI Mineral Properties will have commercially feasible reserves. Investors in our securities should not rely on historical operations of the CGFI Mineral Properties as an indication that we will be able to place the CGFI Mineral Properties into commercial production again. We expect to incur losses unless and until such time as the properties enter into commercial production and generate sufficient revenue to fund our continuing operations.

Fluctuating gold, metal and mineral prices could negatively impact our business plan.

The potential for profitability of our gold and other metal and mineral mining operations and the value of any mining properties we may acquire will be directly related to the market price of gold and the metals and minerals that we mine. Historically, gold and other mineral prices have widely fluctuated, and are influenced by a wide variety of factors, including inflation, currency fluctuations, regional and global demand and political and economic conditions. Fluctuations in the price of gold and other minerals that we mine may have a significant influence on the market price of our common stock and a prolonged decline in these prices will have a negative effect on our results of operations and financial condition.

Reclamation obligations on the CGFI Mineral Properties, and our Mill could require significant additional expenditures.

We are responsible for the reclamation obligations related to any exploratory and mining activities located on the CGFI Mineral Properties. Since we have only begun exploration activities, we cannot estimate these costs at this time. In November 2007, the Colorado Division of Reclamation, Mining and Safety transferred the Mill permit into our name, and we delivered to the Division a reclamation bond in the amount of $318,154 and deposited an additional $196,976 in June, 2011 for a total of $515,130. We have currently estimated the total reclamation costs on the Mill at $515,130 and have recorded a liability in this amount as of August 31, ~~2012~~2013. The satisfaction of current and future bonding requirements and reclamation obligations will require a significant amount of capital. There is a risk that we will be unable to fund these additional bonding requirements, and further that increases to our bonding requirements or excessive actual reclamation costs will negatively affect our financial position and results of operation.

Title to mineral properties can be uncertain, and we are at risk of loss of ownership of our property.

Our ability to explore and mine the leased and optioned properties depends on the validity of title to that property. The CGFI Mineral Properties, some of which are subject to our Lease/Options, consist of patented and unpatented mining claims. Unpatented mining claims are effectively only a lease from the federal government to extract minerals; thus an unpatented mining claim is subject to contest by third parties or the federal government. These uncertainties relate to such things as the sufficiency of mineral discovery, proper posting and marking of boundaries, failure to meet statutory guidelines, assessment work and possible conflicts with other claims not determinable from descriptions of record. Since a substantial portion of all mineral exploration, development and mining in the United States now occurs on unpatented mining claims, this uncertainty is inherent in the mining industry. We have not obtained a title opinion on our leased properties or the San Juan Properties we have under option. Thus, there may be challenges to the title to the properties which, if successful, could impair development and/or operations.

Our ongoing operations and past mining activities of others are subject to environmental risks, which could expose us to significant liability and delay, suspension or termination of our operations.

Mining exploration and exploitation activities are subject to federal, state and local laws, regulations and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Exploration and exploitation activities are also subject to federal, state and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of exploration methods and equipment.

Environmental and other legal standards imposed by federal, state or local authorities are constantly evolving, and typically in a manner which will require stricter standards and enforcement, and increased fines and penalties for non-compliance. Such changes may prevent us from conducting planned activities or increase our costs of doing so, which would have material adverse effects on our business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages that we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons. Unknown environmental hazards may exist on the CGFI Mineral Properties, or we may acquire properties in the future that have unknown environmental issues caused by previous owners or operators, or that may have occurred naturally.

The CGFI Mineral Properties are subject to royalties on production.

As part of the Lease/Options for the King Solomon Mine, the Company granted a Net Smelter Royalty ("“NSR"”) , of 3.5%. ~~Both~~Should the contracts to purchase the Silver Wing and Champion Mines be renegotiated, both properties carry a 5% NSR payable to the prior owners. In addition, historical royalties may be asserted by third-parties which are currently unknown to us.

Weather interruptions in the San Juan County, Colorado area may delay or prevent exploration on the CGFI Mineral Properties

The CGFI Mineral Properties in Colorado are located in a mountainous, high alpine region of the Colorado Rocky Mountains. The area receives extreme winter conditions which delay or prevent exploration of the properties during the winter months. However once in production, operations may continue year-round.

Our industry is highly competitive, attractive mineral lands are scarce and we may not be able to obtain quality properties.

We compete with many companies in the mining industry, including large, established mining companies with capabilities, personnel and financial resources that far exceed our limited resources. In addition, there is a limited supply of desirable mineral lands available for claim-staking, lease or acquisition in the United States, and other areas where we may conduct exploration activities. We are at a competitive disadvantage in acquiring mineral properties, since we compete with these larger individuals and companies, many of which have greater financial resources and larger technical staffs. Likewise, our competition extends to locating and employing competent personnel and contractors to prospect, develop and operate mining properties. Many of our competitors can offer attractive compensation packages that we may not be able to meet. Such competition may result in our company being unable not only to acquire desired properties, but to recruit or retain qualified employees or to acquire the capital necessary to fund our operation and advance our properties. Our inability to compete with other companies for these resources would have a material adverse effect on our results of operation and business.

We depend on our Chief Executive Officer and Chief Financial Officer and the loss of these individuals could adversely affect our business.

Our company is completely dependent on our Chief Executive Officer, Lee R. Rice, and on our Chief Financial Officer, C. Stephen Guyer, both of whom are also members of our Board of Directors. As of the date of this report, we only employed three individuals: Messrs. Rice and Guyer and our Director of Operations. Thus, the loss of either Messrs. Rice or Guyer could significantly and adversely affect our business, and certainly the loss of both individuals on or about the same time could result in a complete failure of the Company. We do not carry any life insurance on the lives of either Messrs. Rice or Guyer.

The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses that could materially and adversely affect our operations.

Exploration for minerals is highly speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of economically feasible mineralization. Few properties that are explored are ultimately advanced to the stage of producing mines. We are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties such as, but not limited to:

● economically insufficient mineralized material;

● fluctuations in production costs that may make mining uneconomical;

● labor disputes;

● unanticipated variations in grade and other geologic problems;

● environmental hazards;

● water conditions;

● difficult surface or underground conditions;

● industrial accidents; personal injury, fire, flooding, cave-ins and landslides;

● metallurgical and other processing problems;

● mechanical and equipment performance problems; and

● decreases in revenues and reserves due to lower gold and mineral prices.

Any of these risks can materially and adversely affect, among other things, the development of properties, production quantities and rates, costs and expenditures and production commencement dates. We currently have no insurance to guard against any of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write-down of our investment in these interests. All of these factors may result in losses in relation to amounts spent which are not recoverable.

Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our operations on our mining property.

Our operations, including our planned mill re-activation and exploration activities on the CGFI Mineral Properties, require permits from the state and federal governments. We may be unable to obtain these permits in a timely manner, on reasonable terms or at all. If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, our timetable and business plan for exploration of the CGFI Mineral Properties will be adversely affected.

Risks Associated with Our Common Stock in General

Trading on the Over the Counter markets may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTCQB Inter-Dealer Quotation System owned and operated by the OTCMarkets Group, Inc. and the OTC Pink Sheet service of the Financial Industry Regulatory Authority (“FINRA”). Trading in stock quoted on over the counter markets is often thin, volatile, and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the over the counter markets are not a stock exchange, and trading of securities on the over the counter markets is often more sporadic than the trading of securities listed on other stock exchanges such as the NASDAQ Stock Market, New York Stock Exchange or American Stock Exchange. Accordingly, our shareholders may have difficulty reselling any of their shares.

1215

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and the FINRA’s sales practice requirements, which may limit a stockholders ability to buy and sell our stock.

Our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customers’ account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability or willingness of broker-dealers to trade our securities. We believe that the penny stock rules discourage broker-dealer and investor interest in, and limit the marketability of, our common stock.

FINRA sales practice requirements may also limit a stockholders ability to buy and sell our stock.

In addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market value for our shares.

Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

Our shares are classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) which imposes additional sales practice requirements on broker-dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement prior from you to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.

1316

Although DTC eligible, our stock is “chilled for deposits” at DTCC, and the National Securities Clearing Corporation has exited our stock from the Continuous Net Settlement System, therefore, trades are executed and cleared on a trade for trade basis in certificate form.

As a result, the settlement of physical certificated positions ~~can~~ carry significant pass-through charges, including: execution fees, DTC fees, deposit fees, brokerage fees, and transfer agent fees. These fees, which can vary and may be substantial, increase the cost that shareholders must bear for clearing and execution of trades. Furthermore, pass-through charges described above may not be immediately charged to a customer account following a trade in non-DTC eligible securities, as our clearing firms may receive notice of such fees as late as three weeks following the trade. Broker-dealers ~~may~~ reserve the right to withhold funds in a customer account pending potential assessment of fees associated with trading in low priced or sub-penny securities. Virtually all of our stock is held in certificate form by various individuals and broker/dealers.

A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely ~~impact~~affect our ability to continue operations and we may go out of business.

A prolonged decline in the price of our common stock ~~could~~has ~~result~~resulted in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, or convertible debt instruments, athe decline in the price of our common stock ~~could~~has bebeen detrimental to our liquidity and our operations because the decline ~~may~~has ~~cause~~caused investors to not choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. a result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

We have never paid a cash dividend on our common stock and we do not anticipate paying any in the foreseeable future.

We have not paid a cash dividend on our common stock to date, and we do not intend to pay cash dividends in the foreseeable future. Our ability to pay dividends will depend on our ability to successfully develop one or more properties and generate revenue from operations. Notwithstanding, we will likely elect to retain any earnings, if any, to finance our growth. Future dividends may also be limited by bank loan agreements or other financing instruments that we may enter into in the future. The declaration and payment of dividends will be at the discretion of our Board of Directors.

We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

~~Recent~~Federal ~~federal~~ legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ are those that address board of directors’ independence, audit committee oversight and the adoption of a code of ethics. While our Board of Directors has adopted a Code of Ethics and Business Conduct, we have not yet adopted any of these corporate governance measures and, since our securities are not listed on a national securities exchange or NASDAQ, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

~~ITEM 1B. UNRESOLVED STAFF COMMENTS~~17

Our stock is subject to a “Global Lock” imposed by the Depository Trust and Clearing Corporation (“DTCC”).

On September 24, 2013, we were notified that DTCC would be placing a “Global Lock” on the company’s Class A stock as a result of actions by a third-party broker-dealer. On November 11, 2013, DTCC imposed the Global Lock. Since less than 0.02% of the Company’s Class A common stock shares were held within DTCC, Management chose to not undertake the expense of challenging the Global Lock. Nevertheless, shares that are held in street name (CEDE & CO.), will not be able to be withdrawn from DTCC without further action.

Item 1B. Unresolved Staff Comments

Since we are not an accelerated filer or a large accelerated filer, as defined in Rule 12b-2 of the Exchange Act, or a well-known seasoned issuer as defined in Rule 405 of the Securities Act this item is not applicable.

1418

~~ITEM~~Item 2. ~~PROPERTIES~~ Properties

Pride of the West Mill

The Pride of the West Mill (“Mill”) is an inactive mining mill located at Howardsville, Colorado in San Juan County. The Pride of the West Mill is located on approximately 120 acres of patented mining claims on San Juan County Road 2, within a six air mile radius of the Silver Wing, Champion, and King Solomon Mines. The physical address is 3701 County Road 2, Silverton, Colorado. No mineral is known to exist in deposit form on the property. The economic significance of the property is as a mineral processing site, with residual post-mining value. The Mill is located within the famous “San Juan Triangle” mining center of southwestern Colorado, which also includes the historic mining towns of Telluride and Ouray, and encompasses one of the most richly mineralized areas of North America. Fourteen thousand feet mountain peaks tower over the mill, which is accessible year round because of its location on county maintained access roads.

The mill has the capability to process five metals: gold, silver, copper, lead, and zinc. In operation as recently as 2004, the mill contains virtually all of its working components enclosed within one complex. The complex includes: 1) ore stockpile pad, 2) crushing plant consisting of a coarse ore bin adjacent to the stockpile area, an apron feeder, conveyor to the crushing section, a 3 foot Symons vibrating grizzly, jaw crusher, 4’x 8’ Symons rod deck screen, conveyors, a 3 foot Symons standard cone crusher, and electromagnets, 3) grinding circuit including a Macy Rod mill and a Denver Ball mill, 4) flotation circuit and ancillary equipment all in one building. The leach plant is in a separate building and is configured for 2 or 4 tank agitation leach with carbon in leach. The carbon stripping plant is in the main mill building as is the melt furnace. A separate building houses a metallurgical laboratory for sample preparation, and an assay laboratory. A large steel frame metal building houses offices and a truck shop, with living quarters for personnel upstairs.

The Mill is readily accessible by heavy trucks, has a power substation in place, and has two water rights from Cunningham and Hematite Creeks with associated water pipelines on the property that are sufficient to supply the needs of the mill complex.

In March 2008, the Colorado Division of Reclamation, Mining and Safety transferred the ~~mill~~Mill permit into our name, and in connection therewith, we posted a bond in the amount of $318,154, which has now increased to $515,130 with the DRMS in the form of restricted cash on deposit with the State of Colorado. We have recorded a corresponding estimated asset retirement obligation of $515,130 in connection with our estimated future reclamation costs.

The Pride of the West Mill was (and is) the subject of a cease and desist order (“C&D”), issued by the State of Colorado Mined Land Reclamation Board due to the operational deficiencies of the previous operator in the period 2002-2003.

A key factor for curing the C&D and re-activating the Mill is the disposal of tailings; that is, the material that remains after ore has been processed. Our original mill tailings disposal method was to move mill tailings (finely ground waste rock from which the valuable metals have been removed in the milling process) as a slurry, generally consisting of 15% solids and 85% water, to a closed, lined tailings pond. After the solids have settled and separated from the water, some of the process water is returned to the Mill for re-use. The tailings pond is essentially a lake containing liquid mud.

However, through the permit amendment process and working with the Colorado Division of Reclamation Mining and Safety, we have learned that this method of tailings disposal has more challenges than originally anticipated.

Therefore, we developed a “dry stack” method of tailings disposal as part of a new permit amendment (“AM-03”).

In a Filtered Tailings or Dry Stacking system, the Mill tailings are filtered (de-watered), to remove approximately 85% of the water at the Mill plant itself. The resulting material is approximately 85% solids and 15% water and can be transported by belt conveyor or trucks to a disposal area where they can be placed in an environmentally contained area and handled with earth moving equipment.

Utilizing this approach for tailings disposal will remove some of the issues associated with our prior permit amendment, such as:

● Providing improved long term geotechnical stability of the tailings disposal area;

● Reducing concerns about potential seismic activity;

● Greatly reduce environmental risks of contamination of ground and surface water;

● Making overall compliance with environmental regulations much more efficient and straight forward.

We will also realize some immediate benefits from this Dry Stack approach, such as:

● Smaller environmental footprint for tailings disposal area;

● Smaller operating area at any one time, which is easier to manage;

● Vastly improved management of tailing disposal operations during winter season, which is approximately 7 months of the year;

● Facilitates the ability to use tailings for mine backfill to improve underground ore extraction efficiency and reduce need for additional tailings disposal area;

● Conserves water use in the milling process;

● Lower long-term environmental liability from possible failure of conventional tailings dam structures.

On August 9, 2012, the DRMS approved with conditions Reclamation Permit Amendment (AM-03). The core of the permit consists of nine Environmental Protection Faculties (“EPF”), which are: 1) Mill Building, 2) Ore Stockpile Area, 3) Laboratory Facility, 4) Leach Plant Building, 5) Flood Protection Dike, 6) Plant Waste Water Disposal, 7) Groundwater intercept Drain, 8) Upland Stormwater Intercept Ditch, 9) Mill Tailings Repository.

The conditions specified by the DRMS regard the ninth EPF, the Mill Tailings Repository and request additional geotechnical substrate stability analysis, structure specific engineering designs for the cover of the repository, the repository’s reserve capacity, and the always on-going recalculation of financial warranty.

While we are completing the analysis necessary to satisfy the DRMS’s conditions, work began on the ore stockpile area in September 2012.

~~We believe that approval of the AM-03 permit amendment along with the extension of the Mill mortgage to December 31, 2012, will move the business plan forward.~~19

~~The~~We ~~Pride~~believe that approval of the ~~West~~AM-03 ~~Mill~~permit isamendment ~~also~~along ~~subject~~with the extension of the Mill mortgage to ~~certain~~December ~~local~~1, ~~state~~2013, ~~and~~will ~~federal~~move ~~regulations~~the business plan forward.

16Silver Wing and Champion Mine

On October 31, 2012, the Company entered into a contract for purchase of the Silver Wing Mine. In conjunction with this contract the Company issued to Jo Grant Mining Company, Inc. (“Jo Grant”), 12,000,000 pre-split (24,000 post-split) four-year restricted shares of Class A Common Stock on November 1, 2012.

The ~~property~~Company ~~consists~~entered ofinto 10a ~~patented~~modified ~~mining~~extension ~~claims~~to ~~(70~~the ~~acres)~~original agreement in ~~San~~July ~~Juan County~~2013, inwhereby ~~southwestern~~the ~~Colorado,~~Company ~~known~~shall aspayoff ~~the~~an ~~Silver~~existing ~~Wing~~note ~~Mine. The~~Jo ~~Company~~Grant ~~intends~~having toa ~~develop~~balance aof ~~mining~~approximately ~~and~~$60,400 ~~milling~~on ~~operation~~or tobefore ~~produce~~October ~~gold~~31, ~~silver,~~2013 ~~copper,~~and ~~lead~~shall pay Jo Grant $50,000 ~~and~~no ~~zinc~~later ~~concentrates~~than October 31, 2013.

~~The~~On ~~initial~~November ~~ore~~2, ~~discovery~~2012, ~~and location for~~ the ~~first~~Company ~~Silver~~entered ~~Wing~~into ~~Mine~~a ~~was~~contract ~~made~~for inpurchase ~~1874~~of on the ~~Silver~~Champion ~~Wing claim itself~~Mine. ~~All ore production from early operations (1874 through 1909) was based on silver values.~~ ~~The~~In ~~early~~conjunction ~~ore~~with ~~was~~this socontract ~~rich~~the ~~that~~Company itissued ~~was~~24,000,000 ~~direct~~pre-~~shipped~~split to(48,000 ~~smelters~~post-split) onfour-year ~~pack~~restricted ~~mules~~shares ~~over~~of ~~mountain~~Class ~~passes~~A inCommon ~~excess~~Stock ofon 12November 2,~~500~~ ft2012. ~~high.~~

OnThe ~~October~~Company ~~31,~~entered ~~2012~~into an extension and modification for the Champion Mine purchase agreement on May 6, 2013 with Jo Grant whereby the Company ~~entered~~issued ~~into~~50,000,000 apre-split ~~contract~~(100,000 ~~for~~post-split) ~~purchase~~four-year restricted Class A shares, the value of which was recorded as expense within mineral property and exploration costs, in exchange for modifications to the ~~Silver~~purchase ~~Wing~~contract ~~Mine~~dated November 2, 2012. The terms of ~~the~~this contract ~~provide~~were ~~that~~extended further in July 2013. The modified remaining terms of the ~~Company~~contract are as follows:

1. ~~Issue~~Pay $3,000,000 to Jo Grant, ~~Mining~~only ~~Company,~~for ~~Inc.~~the purpose of consummating the contract to buy and sell real estate (“Land), between Jo Grant~~”),~~ 12Mining,~~000,000~~ Inc. (~~post-split~~as the Buyer), ~~four-year~~and ~~restricted~~a ~~shares~~Texas oflimited ~~Class~~liability Acompany, ~~Common~~(as ~~Stock~~the onSeller), ordated ~~before~~October ~~January~~9, 62012, no later than October 31, 2013.

2. Pay ~~off Jo Grant’s existing note in favor of a Colorado bank, dated March, 6, 2008, assigned~~ to Jo Grant ~~on October 17, 2012, having~~ a ~~present~~sum ~~balance~~ of ~~approximately~~ $60100,~~353~~000, asno oflater than October 31, ~~2012 on or before January 6,~~ 2013.

3. ToProvide ~~pay to~~ Jo Grant for a ~~sum~~period of ~~$50~~99 years a 5% Net Smelter Royalty (“NSR”),~~000,~~ noon ~~later~~the Champion Mining Claims. The payment of the NSR shall be made not more than ~~January~~45 6,days ~~2013~~after the close of the month during which the payment is received from the smelter or buyer on which such NSR is calculated. Additional mineral rights were included in the modification for which Jo Grant will be provided for a period of 99 years a 5% NSR.

4. ~~Provide~~The Company and Jo Grant ~~for~~will enter into a ~~period~~contract offor 99milling ~~years~~to aprocess 5%and ~~Net~~mill ~~Smelter~~up ~~Royalty~~to ~~(“NSR”)~~100,000 tons of ore from the Silver Wing ~~Mining~~Mine ~~Claims.~~at ~~The~~a ~~payment~~cost ofnot ~~the~~greater ~~NSR~~than ~~shall~~$75.00 beper ~~made~~ton, ~~not~~on ~~more~~or ~~than~~before 45July ~~days~~31, ~~after~~2013. ~~the~~The ~~close~~execution of ~~the~~this ~~month~~contract ~~during~~has ~~which~~been ~~the~~suspended ~~payment~~pending ~~is received from~~ the ~~smelter~~results orof ~~buyer~~fund onraising ~~which such NSR is calculated~~efforts.

The Champion Mine, including the additional mineral rights added in May 2013, consists of approximately 591 acres located in the San Juan Mountains at Silverton, Colorado. The Mine is located within the rim of the Silverton Caldera complex at the southwestern extremity of the Colorado Mineral Belt.

~~The~~On ~~Champion~~October ~~Mine~~31, ~~consists~~2013, the contracts for purchase of ~~approximately~~the ~~354~~Champion ~~acres~~and ~~located~~Silver inWing Mines expired unconsummated. As of the ~~San~~date ~~Juan~~of ~~Mountains~~this atreport, ~~Silverton~~we are awaiting information from a potential investor, ~~Colorado.~~which ~~The~~may ~~mine~~cause isthose ~~located~~contracts ~~within~~to be renegotiated. However, the ~~rim~~terms of the ~~Silverton~~anticipated ~~Caldera~~funding ~~complex~~may atnot ~~the~~be ~~southwestern~~acceptable ~~extremity~~to the owners of the ~~Colorado~~Silver ~~Mineral~~Wing ~~Belt~~and Champion Mines.

The ~~property~~purchase ~~has~~of ~~been~~the ~~intermittently~~Champion ~~developed~~mine ~~and~~from ~~mined~~Jo byGrant ~~numerous~~will ~~separate~~not ~~operators~~be ~~between~~consummated ~~1876~~until ~~and~~the ~~1942~~Company provides additional cash of approximately $3.1 million to complete the acquisition of this asset. Therefore, ~~during~~until ~~which~~this ~~period~~occurs, anthe ~~estimated~~Company ~~375~~does not own the mine. As of August 31,~~000~~ ~~ounces~~2013, as noted above, the Company has issued a total of ~~gold~~86 ~~and~~million 15pre-split (172,000~~,000~~ ~~ounces~~post-split) shares of ~~silver~~its ~~have~~Class ~~been~~A ~~produced~~common ~~from~~stock ato ~~northwesterly~~Jo ~~trending~~Grant ~~and~~in ~~steeply~~connection ~~south~~with ~~dipping~~these ~~vein~~purchase ~~system~~transactions. ~~Production~~ ~~was~~The ~~halted~~shares inissued ~~1942~~are asnonrefundable, aand ~~result~~represent less than 1% of the ~~US Government~~Company's ~~Gold~~total ~~Mine~~shares ~~Closing~~of ~~Order~~Class A common stock outstanding as of August 31, ~~brought~~2013. onIn byaddition, ~~World~~these ~~War~~shares IIare restricted for four years from the dates of issuance.

~~On November 2, 2012, the Company entered into a contract for purchase of the Champion Mine. The terms of the contract provide that the Company:~~20

1.The ~~Issue~~Silver toWing mine was acquired by Jo Grant 24on October 17, 2012 for cash consideration of approximately $20,000 and the assumption of a note payable totaling approximately $60,000. ~~(post-split)~~The ~~four-year~~right ~~restricted~~to ~~shares~~acquire ofthe ~~Class~~Champion AMine ~~Common~~was ~~Stock~~obtained by Jo Grant on orOctober ~~before~~9, ~~January~~2012 6for cash consideration of approximately $20,000, ~~2013~~which represents a non-refundable payment made in connection with the $3 million contract to purchase the Champion Mine discussed above.

2.Management ~~Pay~~estimated $3the fair value of the 36 million pre-split (72,000~~,000~~ topost-split) Jofour-year ~~Grant~~restricted, ~~only~~non-refundable ~~for~~shares issued within the ~~purpose~~original ofpurchase ~~consummating~~contracts ~~the~~was ~~contract~~approximately to$100,000, ~~buy~~based ~~and~~on ~~sell~~the ~~real~~assets ~~estate~~acquired. ~~(Land)~~Therefore, ~~between~~the Joshares ~~Grant~~of ~~Mining,~~common ~~Inc.~~stock ~~(as~~issued by the ~~Buyer),~~Company ~~and~~in aNovember ~~Texas~~2012 ~~limited~~were ~~liability~~recorded ~~company,~~on (the balance sheet as “Deferred acquisition costs”. Due to the ~~Seller),~~expiration ~~dated~~of ~~October~~the 9contracts, ~~2012~~this $100,000 nowas ~~later~~expensed ~~than~~as ~~January~~mining 6,property ~~2013;~~ and exploration costs during the fourth quarter of fiscal year 2013.

3. To pay to Jo Grant a sum of $50,000, no later than January 6, 2013.

4. Provide Jo Grant for a period of 99 years a 5% Net Smelter Royalty (“NSR”), from the Champion Mining Claims. The payment of the NSR shall be made not more than 45 days after the close of the month during which the payment is received from the smelter or buyer on which such NSR is calculated.

The stock issued for both the Silver Wing and Champion Mines is non-refundable and represents one component of a contemplated comprehensive funding transaction.

King Solomon Mine

~~The~~On September 18, 2009, the Company entered into a lease with an option to purchase the King Solomon Mine, isin ~~located~~consideration onfor which the ~~southern~~Company ~~flank~~issued 10,000 pre-split (20 post-split) shares of ~~King~~restricted ~~Solomon~~Class ~~Mountain~~A Common Stock valued at $17.50 pre-split ($8,750 ~~just~~post-split) aper ~~few~~share ~~hundred~~(the ~~yards~~quoted upmarket price on the ~~mountain~~date ~~from~~the Company entered into the ~~first~~agreement ~~discovery~~and obtained the mining rights) totaling $175,000. The lease/option was for a period of ~~gold~~three inyears. The ~~the~~stock ~~San~~was ~~Juan~~restricted ~~Mountains~~from insale ~~Little~~during ~~Giant~~the ~~Basin~~initial term of the lease. ~~Opened~~The inlease/option ~~1876~~automatically renewed and continued so long as ores, minerals, or metals are produced or sold. The lease granted the ~~mine~~Company ~~was~~the inexclusive right to perform exploration, mining, development, production, ~~until~~processing ~~1883~~or any other activity that benefits the leased premises and required a minimum work commitment of $50,000 to be expended by the Company for each successive three year term during the term of the lease/option. ~~Newspaper~~The ~~accounts~~lease ~~and~~also ~~shipping~~required ~~records~~the Company to pay the lessor a 3.5% NSR on all mineral bearing ores. In addition, before royalties are computed, 5% of the ~~day~~value ~~indicate~~of ~~that~~NSR on all materials produced and sold from the ~~product~~mining ~~was~~property ~~good~~must be deducted for the purpose of a contingency reclamation reserve fund for paying potential reclamation costs, up to ~~very~~$200,000. The ~~high~~Company ~~grade~~has ~~silver~~the ~~ore~~sole ~~with~~and ~~substantial~~exclusive ~~credits~~option to purchase all of lessor's right, title and interest in the property for ~~lead~~a total purchase price of $1,250,000, payable in cash or other cash equivalents as mutually agreed by the lessor and ~~copper~~the Company.

~~The~~On ~~King~~October ~~Solomon~~11, ~~Mine~~2012, isthe Company entered into a three-year extension and renewal of ~~particular~~mining ~~interest~~lease with option to ~~Colorado~~purchase, ~~Goldfields~~effective ~~because~~September 18, 2012, for which the Company issued 250,000 pre-split (500 post-split) shares of ~~its~~restricted ~~strategic~~Class ~~placement~~A inCommon ~~Little~~Stock, ~~Giant~~with ~~Basin~~an additional 25,000 pre-split (50 post-split) shares to be issued upon each yearly anniversary. ~~Although~~The nomining ~~activity~~lease ~~has~~with ~~occurred~~an option to purchase expires on ~~the~~September ~~property~~18, ~~since~~2015. The ~~1883~~Company recorded $62,500 ~~nearby~~as ~~properties~~mining inrights ~~Little~~and ~~Giant~~claims ~~Basin~~based ~~have~~upon ~~produced~~the ~~significant~~share ~~gold~~price on the date of the transaction of $0.25 pre-split ($125 post-split) per share. The stock is restricted for two years. The original work commitment outlined above is considered fulfilled. All other terms and conditions of the original lease remain in effect.

During fiscal 2012, the land position surveys were completed and corner monuments were set for the King Solomon claims. Several original corners, first placed in the 1800s, were found and the monuments were reset, which verifies the claim locations. Specific survey control points were completed to establish and fix the location of the two principal mine portals relative to the claim boundaries and surface vein expressions.

Exploration teams entered and explored the underground workings, locating important vein structures, and took ore samples from each. Underground workings also revealed areas that are ready to be mined along with those that will require re-habilitation and timbering.

Most importantly, sufficient data was collected to begin the construction of the 3-D model of the mine, the most efficient way to develop the surface and underground diamond drilling exploration plan.

Terms of our Option and Related Agreements on the King Solomon Mine

In summary,

1. The Lease/Option is for a period of three years in consideration for which we issued 50,000,000 pre-split (10,000 post-split) shares of restricted Class A Common Stock. The stock is further restricted from sale during the initial term of the lease.

2. The Lease/Option shall automatically renew and continue so long as ores, minerals, or metals are produced or sold.

3. We shall perform exploration, mining, development, production, processing or any other activity (“work” herein) which benefits the Leased Premises at a minimum cost of $50,000 for each successive three year term during the term of the Lease/Option.

4. We shall pay Lessor a 3.5% Net Smelter Royalty on all mineral bearing ores.

5. We have the sole and exclusive option to purchase all of Lessor's right, title and interest in the property (the Leased Premises) for a total purchase price of $1,250,000. This amount may be paid in cash or other cash equivalent as mutually agreed by Lessor and us.

On October 11, 2012, we entered into an Extension and Renewal of Mining Lease with Option to Purchase, effective September 18, 2012.

1. The Extension and Renewal is for a period of three years in consideration for which we issued 250,000 post-split shares of restricted Class A Common Stock, with an additional 25,000 post-split shares to be issued upon each yearly anniversary. The stock is further restricted for two years.

2. We shall perform exploration, mining, development, production, processing or any other activity (“work” herein) which benefits the Leased Premises at a minimum cost of $50,000 for each successive three-year term during the term of the Lease/Option. The work commitment from the original Lease is considered fulfilled.

3. We shall pay Lessor a 3.5% Net Smelter Royalty on all mineral bearing ores.

4. We have the sole and exclusive option to purchase all of Lessor's right, title and interest in the property (the Leased Premises) for a total purchase price of $1,250,000. This amount may be paid in cash or other cash equivalent as mutually agreed by Lessor and us.

5. All other terms and conditions of the original Lease remain in effect.

Pay Day and Rage Uranium Claim Group

On June 13, 2011, wethe Company purchased ~~the~~mineral ~~Pay~~rights ~~Day~~to ~~and~~63 ~~Rage~~mining ~~Uranium~~claims ~~Claim~~in ~~Group~~the state of Utah. ~~These~~The ~~claim~~claims ~~groups~~are ~~consist~~referred ofto 63as ~~(55~~The Pay Day and 8 Rage) ~~claims. The~~Uranium ~~Pay~~Claim ~~Day~~Group ~~claim~~and ~~group~~are is located in ~~Township~~San 32Juan ~~South~~County northeast of Monticello, ~~Range~~Utah. In 24consideration ~~East~~for the acquisition of these claims, the ~~Salt~~Company ~~Lake~~issued ~~Meridian~~50,000 inpre-split ~~Sections~~(100 ~~26,~~post-split) ~~27,~~shares ~~34,~~of ~~and~~restricted ~~35,~~Class inA ~~San~~Common ~~Juan~~Stock, ~~County~~which ~~northeast~~had a value of ~~Monticello~~$150,000 ~~Utah. The~~on ~~Rage~~the ~~claim~~purchase ~~group~~date, ~~spans~~(based ~~Stevens~~on ~~Canyon~~the quoted market price on the ~~southeast~~date ~~flank~~the ofCompany entered into the ~~Seven~~agreement ~~Sisters~~and ~~Buttes~~obtained the mineral rights). The shares were issued in ~~Township~~two 33blocks ~~South~~of 25,000 ~~Range~~pre-split 20(50 ~~East~~post-split) ofshares ~~the~~each ~~Salt~~and ~~Lake~~are ~~Meridian~~subject into ~~Section~~lock-up ~~33,~~provisions ~~San~~for ~~Juan~~periods ~~County~~of one and two years respectively, ~~Utah. Both~~during ~~claim~~which ~~groups~~no ~~have~~sales ~~been~~or ~~plotted~~other onconveyances ~~USGS~~of ~~topographic~~the ~~maps~~shares asmay ~~shown~~be undertaken.

An initial internal analysis by Company president Lee R. Rice indicates that the historical information used by others did not account for all possible sources and additional potential resource at depth. For that reason, we have engaged Allan P. Juhas, Ph.D. in Economic Geology, University of Manitoba 1973, to undertake the preparation of an NI43-101 technical report based upon the Company’s exploration plan and previous work that can be verified. Dr. Juhas has over 50 years’ experience in a broad spectrum of precious metals and base metals geological pursuits. He is well recognized in the industry, and prepares a number of NI43-101 reports each year.21

WeItem ~~will be performing exploration and constructing an N1431-01 Report to confirm and verify the value of these assets~~3. We Legal acquired the properties in all stock transaction consisting of 125,000,000 pre-split (25,000 post-split) shares of 1-year restricted Class A Common Stock and 125,000,000 pre-split (25,000 post-split) shares of 2-year restricted Class A Common Stock.Proceedings

ITEM 3. LEGAL PROCEEDINGS

The Company is involved in the following legal proceeding:

San Juan Properties and Hennis Proceedings

On April 6, 2009, Todd C. Hennis (the former President and CEO of the Company), and entities San Juan Corp., and Salem Minerals Inc. (which are substantially owned by Mr. Hennis), served upon the Company a Complaint seeking among other things, a $100,000 payment pursuant to the option agreement, and release from his shareholder lock-up agreement and from Rule 144 trading restrictions on approximately 51,500,000 pre-split (10,300 post-split), shares of Class A Common Stock held by Hennis. On May 12, 2009, a counter-claim with jury demand was filed against Mr. Hennis and his entities for wrongful conversion, breach of duty of loyalty, lack of good faith, breach of fiduciary duty, and significant conflicts of interest.

Hennis filed a Motion for Summary Judgment on October 16, 2009. On September 2, 2010, the court granted partial summary judgment in favor of Mr. Hennis and awarded him damages of $230,707. On September 22, 2010, the court awarded additional damages in the amount of $114,896 to Mr. Hennis for a total of $345,603, which has been recorded as an accrued liability by the Company as of August 31, 2011 and 2012. On March 25, 2011, the court awarded an additional $58,989 to Hennis for attorney’s fees, which has been accrued as of August 31, 2011 and 2012. However, on April 5, 2012 the court of appeals remanded the award of attorneys’ fees and therefore the accrual has been reduced by $58,989.

The Company filed motions for (a) a new trial on all or part of the issues; (b) an amendment of findings; and (c) an amendment of judgment pursuant to C.R.C.P. Rule 58(a). On March 25, 2011, the court evoked C.R.C.P. 59(j) and denied the post-trial motions by not ruling on them.

The Company filed a Notice of Appeal with the Colorado Court of Appeals on January 7, 2011. On April 5, 2012, the Colorado Court of Appeals affirmed the judgment ($345,603), however the order awarding plaintiffs their trial attorney fees ($58,989) and costs was vacated, and the case was remanded to the district court for further proceedings. The Company filed a Petition for Rehearing in the Court of Appeals on April 9, 2012, which was denied on May 17, 2012.

On August 31, 2012, The Company filed a Petition of Certiorari with the Colorado Supreme Court. AsOn ofMay 23, 2013, the ~~date~~Supreme Court denied the Company’s Petition of ~~this~~Certiorari. The ~~report~~judgment ($345,603) is affirmed, the ~~Company~~order awarding plaintiffs their trial attorney fees ($58,989) and costs is ~~awaiting~~vacated, and the ~~Supreme~~case ~~Court’s~~is ~~decision~~remanded for further proceedings.

On June 5, 2013, Hennis filed a motion to release funds of approximately $85,300, from the San Juan County court registry. These funds were placed into the court registry as a result of a garnishment order on April 18, 2011.

Post Judgment Collection Actions by Hennis

On August 23, 2013, Hennis attempted to have a receiver appointed to take control over the Company by means of an Ex Parte Motion for the Appointment of a Receiver filed in Jefferson County, Colorado. This motion (kept secret from the Company), was denied by the court on September 4, 2013. The court’s order stated, “Should plaintiffs wish to pursue their Rule 66 motion, they should serve their complaint and motion upon defendant and, after service is effected, contact the court to request a forthwith hearing.”

On September 6, 2013, the Company was served, through its registered agent, with 1) Renewed Motion for Appointment of Receiver, and 2) Verified Complaint, seeking a judicial foreclosure, declaratory judgment, breach of fiduciary duties.

A hearing on the motion to appoint a receiver was held on November 12 and 15, 2013. The motion to appoint a receiver was denied. The Company has filed its answer and initial disclosures regarding the complaint regarding judicial foreclosure, declaratory judgment, breach of fiduciary duties, and awaits the court’s scheduling of a case management conference.

Recreation Properties, Thomas A. Warlick

On December 5, 2013, Recreation Properties, Thomas A. Warlick, President, served upon the Company, C. Stephen Guyer, and Lee R. Rice a Complaint alleging; 1) Default Upon a Promissory Note, 2) Breach of Contract, Breach of Fiduciary Duty (Guyer and Rice), and Fraudulent Transfer Under CRS §§ 38-8-105(1)(b) & 106(1). The Complaint seeks a judgment in favor of Recreation Properties, recovery of funds transferred to Guyer and Rice during the last four years preceding the complaint, and avoidance of the Deeds of Trust granted to Guyer and Rice. The Company is preparing its answer to the Complaint, which is due on December 25, 2013.

Other Legal Proceedings

The Company is not involved in any other legal proceedings, however mines and mining claims near to the CGFI Mineral Properties are owned by other parties. Because the various mines possibly have interconnections between adits and tunnels and common stormwater conveyances and treatment sites, the environmental issues are both factually and legally complex. Disputes among the various property owners, over environmental liabilities, responsibility for clean-up and maintenance of the sites and facilities, and responsibility for site remediation continue.

Permitting requirements can be a costly undertaking and we could be at risk for fines and penalties if required permits are not timely in place.

2023

~~ITEM~~Item 4. ~~MINE~~ Mine ~~SAFETY~~Safety ~~DISCLOSURES~~Disclosures

In accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, there are no applicable mine safety violations or other regulatory matters to report.

2124

PART II

~~ITEM~~Item 5. ~~MARKET~~ Market ~~FOR~~for ~~REGISTRANT~~Registrant’Ss ~~COMMON~~Common ~~EQUITY~~Equity, ~~RELATED~~Related ~~STOCKHOLDER~~Stockholder ~~MATTERS~~Matters ~~AND~~and ~~ISSUER~~Issuer ~~PURCHASES~~Purchases OFof ~~EQUITY~~Equity ~~SECURITIES~~Securities

Market Information

On February 23, 2011, the Company's stock quotation coverage moved from the FINRA operated OTC Bulletin Board to the OTC Markets Group, Inc.’s OTCQB under the same symbol "CGFIA." OTCQB is the middle tier of the OTC market. OTCQB companies are fully reporting with the SEC or a U.S. banking ~~regula]tor~~regulator. Our Class A common stock also continues to trade on the FINRA owned OTC Pink Sheets. Our Class B common stock is restricted and does not trade on any market. On September 12, 2012, the Company received approval from the Financial Industry Regulatory Authority, Inc. (“FINRA”), of a 1 for 5,000 reverse stock split. The post-split shares are assigned the new CUSIP number of 19647Y609. Effective May 13, 2013 FINRA approved a further 1 for 500 reverse stock split. The post-split shares are assigned the new CUSIP number of 19647Y708. The symbol is “CGFI.” All references to Class A common stock and related price per share in these financial statements have been adjusted to reflect the post-reverse split amounts. The table below sets forth the high and low sales prices for our Class A common stock for the periods indicated as reported by the NASDAQ Historical Quotation System. Sales prices represent prices between dealers, do not include retail markups, markdowns or commissions and do not necessarily represent prices at which actual transactions were effected.

On September 12, 2012, the Company received approval from the Financial Industry Regulatory Authority, Inc. (“FINRA”), of a 1 for 5,000 reverse stock split. The post-split shares are assigned the new CUSIP number of 19647Y609. The symbol is “CGFI.”

Year Ended	High*		Low*
31-Aug-09
First Quarter	$	32,500.00	$	50,000.00
Second Quarter		50,000.00		25,000.00
Third Quarter		50,000.00		14,500.00
Fourth Quarter		22,750.00		7,500.00
31-Aug-10		-		-
First Quarter	$	10,750.00	$	3,000.00
Second Quarter		7,750.00		3,750.00
Third Quarter		7,250.00		4,000.00
Fourth Quarter		5,250.00		2,250.00
31-Aug-11		-		-
First Quarter	$	7,250.00	$	1,750.00
Second Quarter		2,500.00		2,250.00
Third Quarter		2,500.00		1,500.00
Fourth Quarter		2,000.00		1,000.00
31-Aug-12		-		-
First Quarter	$	1,250.00	$	500.00
Second Quarter		750.00		250.00
Third Quarter		500.00		250.00
Fourth Quarter		500.00		250.00
31-Aug-13
First Quarter	$	255.00	$	33.50
Second Quarter		34.950		3.650
Third Quarter		4.000		0.065
Fourth Quarter		0.325		0.006

The table below sets forth the high and low sales prices for our Class A common stock for the periods indicated as reported by the NASDAQ Historical Quotation System. Sales prices represent prices between dealers, do not include retail markups, markdowns or commissions and do not necessarily represent prices at which actual transactions were effected.

Year Ended	High*		Low*
August 31, 2008
First Quarter	$	4,250.00	$	2,550.00
Second Quarter		4,250.00		2,750.00
Third Quarter		4,250.00		1,100.00
Fourth Quarter		1,250.00		400.00
August 31, 2009
First Quarter	$	650.00	$	100.00
Second Quarter		100.00		50.00
Third Quarter		100.00		29.00
Fourth Quarter		45.50		15.00
August 31, 2010
First Quarter	$	21.50	$	6.00
Second Quarter		15.50		7.50
Third Quarter		14.50		8.00
Fourth Quarter		10.50		4.50
August 31, 2011
First Quarter	$	14.50	$	3.50
Second Quarter		5.00		4.50
Third Quarter		5.00		3.00
Fourth Quarter		4.00		2.00
August 31, 2012
First Quarter	$	2.50	$	1.00
Second Quarter		1.50		0.50
Third Quarter		1.00		0.50
Fourth Quarter		1.00		0.50

____________

* The prices set forth above have been adjusted for the 1 for 5,000 and 1 for 500 reverse stock ~~split~~splits.

2225

On ~~November~~December 1412, ~~2012~~2013 the last reported sales price of our Class A common stock as reported by the OTCMarkets OTCQB was $0.~~088~~0001 per share. As of ~~November~~December 1412, ~~2012~~2013, there were ~~101~~ 120 holders of record of our Class A common stock. The number of holders of record does not include those shareholders who own their shares in “street name.” We estimate that the ultimate number of beneficial owners of both Class A and Class B shares is approximately 7,000.

We have never paid a cash dividend. Payment of future dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including the terms of any credit arrangements, our financial condition, operating results, current and anticipated cash needs and plans for growth. Our initial earnings, if any, will likely be retained to finance our growth. At the present time, we are not party to any agreement that would limit our ability to pay dividends.

The Securities Enforcement and Penny Stock Reform Act of 1990

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Our shares are currently subject to the penny stock rules.

A purchaser is purchasing penny stock which limits the ability to sell the stock. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which:

●	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

●	contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;

●	contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;

●	contains a toll-free telephone number for inquiries on disciplinary actions;

●	defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

●	contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation.

●	The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

●	the bid and offer quotations for the penny stock;

●	the compensation of the broker-dealer and its salesperson in the transaction;

●	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

●	monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements have the effect of reducing the trading activity in the secondary market for our stock. Thus, stockholders may have difficulty selling their securities.

Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

The following sets forth information for the equity compensation plans outstanding as of August 31, ~~2012~~2013 (including individual compensation arrangements) under which shares of our common stock are authorized for issuance:

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance as of ~~November~~December 1612, ~~2012~~2013(1)
Equity compensation plans approved by security holders:		-		-		-
Equity compensation plans not approved by security holders:		-		-		-
2008 Employee Stock Incentive Plan		-		-		140
2008 Non-Qualified Consultants & Advisors Stock Compensation Plan.		-		-		2017,~~000~~930,~~909~~408
2008 Stock Compensation Plan		-		-		2015,~~089~~318,~~120~~610

____________________

(1) Share amounts are adjusted for the 1 for 5,000 reverse stock split effective September 12, 2012, and the 1 for 500 reverse stock split effective May 13, 2013.

2008 Stock Incentive Plan

In February 2008, the Company approved the 2008 Stock Incentive Plan (“2008 Plan”) which provides incentive stock and non-statutory options to be granted to select employees, directors and consultants of the Company. The 2008 Plan provides that awards may be granted for up to ~~2,496~~5(1) shares of the Company’s Class A common shares.

2008 Non-Qualified Consultants & Advisors Stock Compensation Plan

On September 12, 2008, our Board of Directors approved the 2008 Non-Qualified Consultants & Advisors Stock Compensation Plan (the “2008 Consultants Plan”). As of ~~November~~December 1612, ~~2012~~2013 we are authorized to issue up to 20,~~373~~140,~~000~~746(1) shares of our Class A Common Stock (subject to adjustment in case of a subdivision of our outstanding shares of Common Stock, recapitalization, stock dividend, or other change in our corporate structure that affects our Common Stock) to consultants or advisors in connection with services rendered by such persons or entities. The 2008 Consultants Plan is administered by our Compensation Committee of the Board of Directors, or if the we do not have a Compensation Committee, then a committee appointed by the Board which is to consist of one executive officer of the Company and at least one independent, non-employee member of the Board. If no committee is appointed, then the Board of Directors administers the plan. We currently do not have a Compensation Committee. Our Board has appointed C. Stephen Guyer, our Chief Financial Officer and Director, and Norman J. Singer, one of our independent Directors, to act as the committee to administer the 2008 Consultants Plan. We have registered with the Securities and Exchange Commission the common shares issuable under the 2008 Consultants Plan. One of the primary purposes of the plan is to give our company the flexibility to pay for services with shares of our common stock rather than with cash during our exploratory stage.

2008 Stock Compensation Plan (Formerly the Employee & Director Stock Compensation Plan)

In November, 2008, our Board of Directors approved the Employee & Director Stock Compensation Plan (the “2008 Employee Plan”). The purpose of the 2008 Employee Plan is (i) to further our growth by allowing us to compensate employees and Directors who have provided bona fide services to our company through the award of shares of our Common Stock, and (ii) attract, motivate, retain and reward quality employees and directors to acquire or increase a proprietary interest in our company. Considering that we are an exploratory mining company which faces challenging economic times and difficult capital markets, the Board of Directors believes that using our common stock is an important means of retaining and compensating employees and directors. As of November 16, 2012, we are authorized to issue up to 23 20,~~322~~146,~~160~~644(1) Shares of our Class A Common Stock (subject to adjustment in case of a subdivision of our outstanding shares of Common Stock, recapitalization, stock dividend, or other change in our corporate structure that affects our Common Stock). The 2008 Employee Plan is administered by a committee consisting of at least two persons to be appointed by the Board of Directors, one of whom is an independent director, or in the absence of such a committee, the Plan is to be administered by the Board of Directors. Our Board of Directors appointed C. Stephen Guyer, our CFO, and Norman J. Singer, one of our independent directors, to the committee. Any of our employees or directors are eligible to receive awards under the Plan.

On April 18, 2011 the Board of Directors amended the 2008 Employee Plan defining eligible persons to be: “officers, directors, employees, consultants, and advisors of the Company and/or one or more of its subsidiaries, if any.” On June 1, 2011, The Board of Directors amended the name of the 2008 Employee and Director Stock Compensation Plan to “2008 Stock Compensation Plan."

____________________

(1) Share amounts are adjusted for the 1 for 5,000 reverse stock split effective September 12, 2012, and the 1 for 500 reverse stock split effective May 13, 2013.

Transfer Agent

Corporate Stock Transfer, Inc. is the transfer agent for our common stock. Their address is at 3200 Cherry Creek Drive, Suite 430, Denver, Colorado 80209, and their telephone number is (303) 282-4800.

Issuer purchase of equity securities

There were no issuer purchases of securities during the period covered by this report.

2528

~~ITEM~~Item 6. ~~SELECTED~~ Selected ~~FINANCIAL~~Financial ~~DATA~~Data

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~29

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion provides information that management believes is relevant to an assessment and understanding of the financial condition and results of operations of Colorado Goldfields Inc. (the “Company”).

This discussion addresses matters we consider important for an understanding of our financial condition and results of operations as of and for the two years ended August 31, ~~2012~~2013, as well as our future results. It consists of the following subsections:

●	“Results and Plan of Operation” which provides a brief summary of our consolidated results and financial position and the primary factors affecting those results, as well as a summary of our expectations for fiscal 2013;

●	“Liquidity and Capital Resources,” which contains a discussion of our cash flows and liquidity, investing activities and financing activities, contractual obligations, and critical obligations;

●	“Results of Operations and Comparison”,” which sets forth an analysis of the operating results for the last two years;

●

“Critical Accounting Policies,” which provides an analysis of the accounting policies we consider critical because of their effect on the reported amounts of assets, liabilities, income and/or expenses in our consolidated financial statements and/or because they require difficult, subjective or complex judgments by our management;

●	“Recent Accounting Pronouncements and Developments,” which summarizes recently published authoritative accounting guidance, how it might apply to us and how it might affect our future results.

This item should be read in conjunction with our financial statements and the notes thereto included in this annual report.

Results and Plan of Operation

A hearing on the Motion to Appoint a Receiver was held on November 12 and 15, 2013. The motion to appoint a receiver was denied. The Company has filed its answer and initial disclosures regarding the complaint regarding judicial foreclosure, declaratory judgment, breach of fiduciary duties, and awaits the court’s scheduling of a case management conference.

Our entire plan of operation is of course subject to the successful resolution of the legal action brought by Todd C. Hennis.

Plan of Operation

Our plan of operation for fiscal ~~2013~~2014 is to: 1) ~~complete~~acquire ~~all~~funding ~~necessary~~for ~~permitting~~our ~~requirements~~operations and mining exploration program, 2) ~~bring~~commence ~~the~~milling ~~Mill~~of ~~into operation~~ore, 3) ~~continue~~complete ~~seeking~~all ~~funding~~necessary ~~for~~permitting ~~our operations and mining exploration program~~requirements, and 4) ~~commence~~bring ~~milling~~the ofMill ~~ore~~into operation.

The following discussion updates our plan of operation for the foreseeable future. The discussion also summarizes the results of our operations for the fiscal year ended August 31, ~~2012~~2013 and compares those results to the fiscal year ended August 31, ~~2011~~2012.

~~During fiscal year 2012, we continued to experience the negative effects of the financial markets upheaval, which made capital acquisition extremely difficult.~~30

During fiscal year ~~2012~~2013, we ~~focused~~continued ~~primarily~~to onexperience ~~re-activation of~~ the ~~Pride~~negative effects of the ~~West~~financial ~~Mill,~~markets ~~primarily working towards amending the current reclamation permit~~upheaval, ~~securing~~which ~~agreements~~made ~~for~~capital ~~“custom”~~acquisition orextremely ~~“toll” milling, and seeking out new properties to acquire, explore and develop~~difficult.

26During fiscal year 2013, we focused primarily on re-activation of the Pride of the West Mill, working towards amending the current reclamation permit and seeking out new properties to acquire, explore and develop.

Operations at the Pride of the West Mill:

During ~~fiscal~~the ~~year~~quarter ~~2012~~ended August 31, 2013, we ~~submitted~~continued ~~additional~~the ~~detailed~~very ~~design~~specific ~~material~~analysis ~~for~~to ~~the~~satisfy ~~“Mill~~conditions ~~Tailings~~that ~~Repository”~~were toimposed ~~the~~on ~~Colorado~~full ~~Division~~permit ofapproval ~~Reclamation,~~by ~~Mining~~the ~~and Safety~~DRMS. OnThe ~~July~~core ~~20,~~of ~~2012,~~ the ~~Division~~permit consists of ~~Reclamation,~~nine ~~Mining~~Environmental ~~and~~Protection ~~Safety~~Faculties (~~Division~~“EPFs”), orwhich ~~Office~~are: 1) ~~issued~~Mill ~~its~~Building, ~~recommendation~~2) toOre ~~approve~~Stockpile ~~with conditions~~Area, ~~over~~3) ~~public~~Laboratory ~~objection~~Facility, ~~the~~4) ~~application~~Leach toPlant ~~amend~~Building, ~~the~~5) ~~permit.~~Flood ByProtection ~~August 8~~Dike, ~~2012,~~6) ~~all~~Plant ~~objecting~~Waste ~~parties~~Water toDisposal, ~~the~~7) ~~application~~Groundwater ~~withdrew~~intercept ~~and~~Drain, ~~Colorado~~8) ~~Goldfields~~Upland ~~reiterated~~Stormwater ~~its~~Intercept ~~consent to the Division's conditions for approval. Because of the withdrawal of all objectors~~Ditch, ~~on August~~ 9,) ~~2012~~Mill ~~the~~Tailings ~~DRMS recommendation to the Board was revised from a recommendation to a decision~~Repository.

AThe ~~key~~conditions ~~factor~~specified ~~for~~by ~~re-activating~~the DRMS regard the ninth EPF, the Mill Tailings Repository and simply request additional geotechnical substrate stability analysis, structure specific engineering designs for the ~~approval~~cover of the ~~permit~~repository, isthe repository’s reserve capacity, and the ~~disposal~~always on-going recalculation of ~~tailings~~financial warranty. WeManagement ~~developed~~believes athat ~~“dry~~these ~~stack”~~conditions ~~method~~will ofbe ~~tailings~~satisfied ~~disposal~~by asthe ~~part~~end of aMay ~~new permit amendment~~2014. ~~This~~However, ~~approach~~operations iswithin ~~unique~~the ~~and~~approved aareas ~~first~~have inbeen ~~Colorado~~rapidly initiated.

The core of the permit consists of nine Environmental Protection Faculties (“EPFs”), which are: 1) Mill Building, 2) Ore Stockpile Area, 3) Laboratory Facility, 4) Leach Plant Building, 5) Flood Protection Dike, 6) Plant Waste Water Disposal, 7) Groundwater intercept Drain, 8) Upland Stormwater Intercept Ditch, 9) Mill Tailings Repository.

The conditions specified by the Division regard the ninth EPF, the Mill Tailings Repository and simply request additional geotechnical substrate stability analysis, structure specific engineering designs for the cover of the repository, the repository’s reserve capacity, and the always on-going recalculation of financial warranty.

Company Management believes that these conditions will be satisfied by the end of second quarter, 2013. However, operations within the approved areas have been rapidly initiated.

In addition, as part of the Mill re-activation plan, we are reclaiming the old tailings ponds on the property. That work is pursuant to a Technical Revision (“TR”), to the existing permit. On March 25, 2011, we filed Technical Revision 11 (“TR-11”) with the DRMS. TR-11 was approved by the DRMS on June 27, 2011.

TR-11 consists of 8 work tasks that will commence immediately upon approval from the DRMS. The 8 tasks within TR-11 will address the closure of six test pits and two geotechnical drill holes located within the Upper and Lower Tailings Pond areas of the site and the relocation and final disposition of certain Waste Rock, initiates the final reclamation of the Mill Drain Pond, the Upper Tailings Pond and the Lower Tailings Pond. These were the major problem areas in the December 2010 permit amendment, and now are removed from the scope of the permit.

The first several tasks were completed during the summer of 2011; however, early snowfall caused suspension of the remaining work until spring 2012. Cleanup work began in May 2012 at the Mill site and continued throughout the summer of 2012. In September 2012, we began work on the ore receiving area of the Mill.

We believe that this new permit amendment along with the extension of the Mill mortgage to December 31, 2012, will move the business plan forward.

Operations at the Silver Wing Mine:

In anticipation of our final acquisition of the Silver Wing Mine, we submitted a Notice of Intent to Conduct Prospecting Activities (“NOI”) for activities at the Silver Wing Mine. The application was approved on November 18, 2011. Prior to any work commencing on at the Silver Wing Mine, we were required to post a $25,000 financial warranty with the DRMS for reclamation costs. We did not supply the required financial warranty timely; therefore, this NOI was cancelled. A new NOI is being prepared.

Activities to be completed at the Silver Wing Mine will include re-sampling key areas of the mine by taking approximately 250 channel samples to verify records of sample data taken by prior operators and consultants. In preparation for drilling, work will also include the verification of underground mine maps, evaluation of prior underground development work and the condition of existing workings. This information will be utilized to develop an on-going core drilling program and an initial mining plan.

This project is particularly significant because it allows for an investigation to be made to determine the source of the existing mine drainage of approximately 20 gallons per minute and evaluate the potential for controlling or eliminating this discharge with an underground grouting program which could avoid the need for a discharge permit. If it is determined that the discharge cannot be eliminated, then an evaluation will be made of what actions can be taken to minimize the discharge, and assuming a permit is required, what permit conditions would be most effective and appropriate for preventing discharges of pollutants into the Animas River.

As of the date of this report, we are in the process of constructing the necessary permit application materials so the work may commence. Furthermore, the Company has prepared a Property of Merit report for the Silver Wing to be used in fund raising activities.

Operations at the Champion Mine:

In February 2013, we completed a Preliminary Technical Report for the Champion Mine Project located in San Juan County, Colorado. The ~~Company~~report ~~has~~was prepared in accordance with Canadian National Instrument 43-101 and SEC Guideline 7 criteria. The NI 43-101 instrument is a ~~Property~~codified set of ~~Merit~~rules ~~report~~and guidelines for reporting and displaying information related to mineral properties owned by, or explored by, companies which report these results on stock exchanges within Canada. The purpose of the ~~Champion~~National ~~Mine~~Instrument 43-101 is to beensure that misleading, erroneous or fraudulent information relating to mineral properties is not published and promoted to investors on the stock exchanges overseen by the Canadian Securities Authority. Additionally, the NI 43-101 instrument is used inby ~~fund~~many ~~raising~~companies ~~activities~~that report only on United States stock exchanges.

The report was prepared by Mr. Lee R. Rice, who is President and CEO of Colorado Goldfields Inc. and is a Qualified Person (QP) as defined by Canadian National Instrument 43-101. Mr. Rice is a Registered Professional Engineer in the state of Colorado and is a member in good standing of the Society for Mining, Metallurgy, and Exploration, Inc. as well as being a member in good standing of a number of other professional technical societies.

The Champion Mine consists of approximately 591 acres located in the San Juan Mountains at Silverton, Colorado. The mine is located within the rim of the Silverton Caldera complex at the southwestern extremity of the Colorado Mineral Belt.

The property has been intermittently developed and mined by numerous separate operators between 1876 and 1942, during which period an estimated 375,000 ounces of gold and 15,000,000 ounces of silver have been produced from a northwesterly trending and steeply south dipping vein system. Production was halted in 1942 as a result of the US Government's Gold Mine Closing Order, brought on by World War II.

The stock issued for both the Silver Wing and Champion Mines is non-refundable and represents one component of a contemplated comprehensive funding transaction.

See Item 2. Properties for important information regarding our right to acquire the Champion Mine.

Operations at the Silver Wing Mine:

In January 2013, we completed a Preliminary Technical Report for the Silver Wing Project located in San Juan County, Colorado. The report was prepared in accordance with Canadian National Instrument 43-101 and SEC Guideline 7 criteria.

The report was prepared by Mr. Lee R. Rice, who is President and CEO of Colorado Goldfields Inc. and is a Qualified Person (QP) as defined by Canadian National Instrument 43-101. The NI 43-101 instrument is a codified set of rules and guidelines for reporting and displaying information related to mineral properties owned by, or explored by, companies which report these results on stock exchanges within Canada. The purpose of the National Instrument 43-101 is to ensure that misleading, erroneous or fraudulent information relating to mineral properties is not published and promoted to investors on the stock exchanges overseen by the Canadian Securities Authority. Additionally, the NI 43-101 instrument is used by many companies that report only on United States stock exchanges.

Mr. Rice is a Registered Professional Engineer in the state of Colorado and is a registered member in good standing of the Society for Mining, Metallurgy, and Exploration, Inc. as well as being a member in good standing of a number of other professional technical societies.

See Item 2. Properties for important information regarding our right to acquire the Silver Wing Mine.

On October 31, 2013, the contracts for the purchases of the Champion and Silver Wing Mines expired unconsummated. We currently anticipate that these contracts may be subject to renegotiation. Therefore, until this occurs, the Company does not own the mines.

Operations at the Brooklyn Mine:

The Lease with an Option to Purchase for the Brooklyn was terminated on September 6, 2012. After extensive analysis of potential acid mine drainage problems, we decided not to seek to renew the lease. Pursuant to the lease, work commitment expenses not spent on the properties were due to the lessors in cash or cash equivalents, including additional shares of Company stock. Failing to negotiate the anticipated lease renewal, on November 1, 2012 the Company issued 6,397,300 pre-split (12,795 post-split) shares of restricted Class A Common Stock, valued at $660,834 on the date of issue to satisfy all terms of the lease.

Operations at the King Solomon Mine:

We completed our 2011 exploration program on the King Solomon Mine during the ~~first~~ first quarter of fiscal 2012. On October 11, 2012, we entered into a three-year Extension and Renewal of Mining Lease with Option to Purchase the King Solomon Mine under substantially the same terms as the original lease. Plans to develop the King Solomon property are moving forward.

The land position surveys were completed and corner monuments were set for the King Solomon claims. Several original corners, first placed in the 1800s, were found and re-monumented, which verifies the claim locations. Specific survey control points were completed to establish and fix the location of the two principal mine portals relative to the claim boundaries and surface vein expressions.

Exploration teams entered and explored the underground workings, locating important vein structures, and taking ore samples from each. Underground workings also revealed areas that are ready to be mined along with those that will require re-habilitation and timbering.

On October 11, 2012, we entered into a three-year Extension and Renewal of Mining Lease with Option to Purchase the King Solomon Mine under substantially the same terms as the original lease. Plans to develop the King Solomon property are moving forward.

Operations at the Pay Day and Rage Uranium Claim Group

On June 13, 2011, we purchased the Pay Day and Rage Uranium Claim Group. These claim groups consist of 63 (55 Pay Day and 8 Rage) claims. The Pay Day claim group is located in Township 32 South, Range 24 East of the Salt Lake Meridian in Sections 26, 27, 34, and 35, in San Juan County northeast of Monticello, Utah. The Rage claim group spans Stevens Canyon on the southeast flank of the Seven Sisters Buttes in Township 33 South, Range 20 East of the Salt Lake Meridian in Section 33, San Juan County, Utah.

~~We are in the process of constructing an N1431-01 compliant report to confirm and verify the value of these assets.~~32

We acquired the Pay Day and Rage Uranium Claim Group properties in all stock transaction consisting of 125,000,000 pre-split (25,000 post-split) shares of 1-year restricted Class A Common Stock and 125,000,000 pre-split (25,000 post-split) shares of 2-year restricted Class A Common Stock.

General Operations

Weather conditions in San Juan County, Colorado vary by season. During the winter season, our activities are concentrated on analysis, planning, and development of properties in more temperate climates. Surface drilling and property exploration in San Juan County can reasonably take place between May and late October. Of course, underground operations continue year-round.

Liquidity and Capital Resources

We were formed in early 2004 and have had limited activity until our acquisition of the option to acquire interests in the San Juan Properties. Since we have received no revenue from the production of gold or other metals, we have relied on funds received in connection with our equity and debt offerings to finance our ongoing operations. We have experienced net losses since inception, and we expect we will continue to incur losses for the next several years. As of the date of this filing, we do not have any available external source of funds. We require additional capital in the near term to maintain our current operations. Although we are actively seeking additional equity and debt financing, such financing may not be available on acceptable terms, if at all.

~~Our financial statements have been prepared assuming that we will continue as a going concern.~~ Since ~~our~~its inception in February 2004, wethe ~~have~~Company has not generated revenue and ~~have~~has incurred net losses. The Company has a working capital deficit of $23,~~596~~356,~~711~~954 at August 31, ~~2012;~~2013, ahas incurred net ~~loss~~losses of $6,342,520 and $4,299,576 for the ~~year~~years ended August 31, ~~2012,~~2013 and ~~has~~2012, arespectively, ~~deficit~~and an accumulated deficit during the exploration stage of $2329,~~503~~846,~~824~~344 for the period from February 11, 2004 (inception) through August 31, ~~2012~~2013. Accordingly, weit ~~have~~has not generated cash flows from operations and ~~have~~has primarily relied upon equity financing, advances from stockholders, promissory notes, and advances from unrelated parties, ~~and equity financing~~ to fund ~~our~~its operations. ~~These conditions (as indicated in the 2012 audit report of our Independent Registered Public Accounting Firm), raise substantial doubt about our ability to continue as a going concern.~~

We currently have minimal cash on hand. Accordingly, we do not have sufficient cash resources or current assets to pay our obligations, and we have been meeting many of our obligations through the issuance of our common stock to our employees, consultants and advisors as payment for goods and services. Considering the foregoing, we are dependent on additional financing to continue our operations and exploration efforts and, if warranted, to develop and commence mining operations. Our significant capital requirements for the foreseeable future ~~include~~are: ~~$50,000 on our mining property options,~~ payment of $~~456~~200,~~900~~578 on a ~~promissory~~mortgage note and accrued interest, which is collateralized by the Mill (due December 311, ~~2012~~2013 and currently in default), payment of $119,248 on a promissory note and accrued interest, payment on notes payable to related parties including accrued interest totaling $~~338~~357,~~914~~258, re-activation expenses for the Mill (approximately $3 million), and our corporate overhead expenses. ~~Additionally, we must raise and pay approximately $3,160,000 to consummate fully the acquisition of the Silver Wing and Champion Mines.~~

29We are actively seeking additional equity or debt financing, and have secured four sources of funding. However, there can be no assurance that the total funds required during the next twelve months or thereafter will be available from external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force us to substantially curtail or cease operations and would, therefore, have a material adverse effect on our business. Further, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significantly dilutive effect on our existing shareholders. All of these factors have been exacerbated by the extremely unsettled credit and capital markets presently existing.

We are ~~actively~~dependent ~~seeking~~upon ~~additional~~the ~~equity~~DRMS orand ~~debt~~State ~~financing,~~of ~~and~~Colorado ~~have~~Mined ~~secured~~Land ~~two~~Reclamation ~~sources~~Board ~~of funding. However~~(“MLRB”), ~~there~~fully ~~can~~approving bean noamendment ~~assurance~~to ~~that~~ the ~~total~~existing ~~funds~~reclamation ~~required~~permit ~~during~~for the ~~next twelve months or thereafter will be available from external sources~~Mill. ~~The~~Full ~~lack~~approval of ~~additional~~the ~~capital~~amendment ~~resulting~~would ~~from~~cure the ~~inability~~current tocease ~~generate~~and ~~cash~~desist ~~flow~~order, ~~from~~which ~~operations~~was orissued toin ~~raise~~2005, ~~capital~~and ~~from~~allow ~~external~~the ~~sources~~Mill ~~would~~to ~~force~~become usoperational. The topermit ~~substantially~~amendment ~~curtail~~process oris ~~cease~~lengthy ~~operations~~ and ~~would,~~complex. We ~~therefore,~~submitted ~~have~~an aamendment ~~material~~to ~~adverse effect on~~ our ~~business. Further,~~existing ~~there~~reclamation ~~can~~permit beon noJanuary ~~assurance~~27, ~~that~~2012 ~~any~~and ~~such~~April ~~required funds~~23, if2012 ~~available~~(AM-03), ~~will~~and bethe ~~available~~DRMS onapproved ~~attractive~~the ~~terms~~amendment orwith ~~that~~conditions ~~they will not have a significantly dilutive effect~~ on ~~our~~August ~~existing~~9, ~~shareholders~~2012. ~~All~~We ofare ~~these~~now ~~factors~~preparing ~~have~~material ~~been~~that ~~exacerbated~~will bysatisfy the ~~extremely~~remaining ~~unsettled~~conditions ~~credit~~of ~~and~~the ~~capital markets presently existing~~approval.

We are dependent upon the DRMS and State of Colorado Mined Land Reclamation Board ("MLRB"), fully approving an amendment to the existing reclamation permit for the Mill. Full approval of the amendment would cure the current cease and desist order, which was issued in 2005, and allow the Mill to become operational. The permit amendment process is lengthy and complex. We submitted an amendment to our existing reclamation permit on January 27, 2012 and the DRMS approved the amendment with conditions on August 9, 2012. We are now preparing material that will satisfy the remaining conditions of the approval.33

Ultimately, should the Company not be able to satisfy the conditions of approval and bring the Mill into operation, management anticipates that the Mill will be reclaimed and liquidated.

AsWe ofhave ~~August~~effected ~~31,~~two ~~2012,~~reverse westock ~~had~~splits ~~cash~~ of ~~approximately~~our ~~$6,000,~~Class ~~and~~A ~~other~~Common ~~current~~Stock. As ~~assets~~discussed offurther ~~approximately $19~~below,~~000~~ ~~and~~the ~~current~~first, ~~liabilities~~a of1 ~~approximately~~for $25,~~621,~~000 reverse split effective September 12, ~~resulting~~2012 inand secondly, a ~~working~~1 ~~capital~~for ~~deficit~~500 ofreverse ~~approximately~~split $2effective May 13,~~597,000~~ 2013. We ~~used~~These ~~cash~~actions ofwere ~~approximately~~taken ~~$433,000~~to inbetter ~~operating~~align ~~activities~~the ~~for~~stock ~~the~~price ~~year~~with ~~ended~~our ~~August~~accomplishments ~~31,~~and ~~2012~~operational objectives. ~~Investing~~We ~~activities~~believe ~~provided~~these ~~cash~~transactions ofwill ~~approximately~~broaden ~~$35~~our shareholder base,~~000~~ ~~for~~increase the ~~year~~appeal ~~ended~~of ~~August~~the ~~31,~~stock ~~2012~~to investors, and ~~financing~~help ~~activities~~facilitate ~~provided~~electronic ~~cash~~transactions of ~~approximately~~our ~~$392,000~~stock ~~received~~through ~~primarily~~Depository ~~from~~Trust ~~the~~& ~~issuance~~Clearing ofCorporation. We ~~convertible~~strongly ~~debt~~believe that this split will provide benefits to our shareholders by improving trading accessibility and liquidity, thereby enhancing long-term shareholder value.

~~Coincident~~Effective ~~with~~September ~~the~~12, ~~approval~~2012, ofevery ~~the~~5,000 ~~Mill~~shares ~~permit,~~of ~~the~~Class ~~Board~~A common stock of ~~Directors~~CGFIA ~~approved~~were aautomatically 1combined ~~for~~into ~~5,000~~one ~~reverse~~share of Class A common stock. The reverse split ofreduced the ~~Company’s~~number of shares of outstanding Class A ~~Common~~common ~~Stock~~stock from approximately 28. ~~The~~2 ~~Board~~billion ofpre-split ~~Directors~~to ~~believes~~approximately ~~that~~5.7 ~~the~~million ~~current~~post-split ~~market~~at ~~price~~August 31, 2012. The number of ~~the~~authorized ~~Company’s~~shares of Class A ~~Common~~common ~~Stock~~stock iswas ~~impairing~~reduced ~~its~~from ~~acceptability~~35 billion to ~~certain~~7 ~~investors,~~million. Proportional ~~clearing~~adjustments ~~firms,~~were made to our convertible notes and ~~other~~equity ~~members~~compensation ofplans. All ~~the~~fractional ~~investing~~shares ~~public,~~were ~~and~~rounded ~~approved~~up to the nearest whole number. The reverse split indid ~~anticipation~~not ~~that~~negatively itaffect ~~could~~any ~~result~~of inthe arights ~~significant~~that ~~improvement~~accrue into ~~the~~holders ~~per~~of ~~share~~Class ~~price~~A ofcommon ~~the~~stock or common stock equivalents. The reverse split was not a taxable event to existing stockholders

We effected a reverse stock split to better align the stock price with our accomplishments and operational objectives. We believe this transaction will broaden our shareholder base, increase the appeal of the stock to investors, and help facilitate electronic transactions of our stock through Depository Trust & Clearing Corporation. We strongly believe that this split will provide benefits to our shareholders by improving trading accessibility and liquidity, thereby enhancing long-term shareholder value.

Effective September 12, 2012, every 5,000 shares of Class A common stock of CGFIA were automatically combined into one share of Class A common stock. The reverse split reduced the number of shares of outstanding Class A common stock from approximately 28.2 billion pre-split to approximately 5.7 million post-split at August 31, 2012. The number of authorized shares of Class A common stock was reduced from 35 billion to 7 million. Proportional adjustments were made to our convertible notes and equity compensation plans. All fractional shares were rounded up to the nearest whole number. The reverse split will did not negatively affect any of the rights that accrue to holders of CGFIA common stock or common stock equivalents. The reverse split was not a taxable event to existing stockholders. All references to Class A common stock in this document have been adjusted to reflect the post-split amounts

On October 10, 2012 pursuant to Nevada Revised Statutes (“NRS”) 78.320 we received written consents in lieu of a Meeting of Stockholders from the Officer and Director Stockholders holding 92% of the total possible votes outstanding, to establish and fix the total number of authorized shares of Class A Common Stock, par value $0.001 per share, that the Company is authorized to issue, at one billion.

Effective May 13, 2013 every 500 shares of Class A Common Stock were automatically combined into one share of Class A common stock. As a result of this corporate action, the total number of issued and outstanding shares of Class A Stock decreased from 328,111,671 shares to 656,223 (the foregoing number divided by 500), and our authorized shares of Class A common stock were decreased concurrently from 1,000,000,000 to 2,000,000 shares. Proportional adjustments were made to our convertible notes and equity compensation plans. All fractional shares were rounded up to the nearest whole number. This reverse split did not negatively affect any of the rights that accrue to holders of CGFIA common stock or common stock equivalents. The reverse split was not a taxable event to existing stockholders.

All references to Class A common stock in this document have been adjusted to reflect the post-split amounts.

On May 13, 2013, pursuant to Nevada Revised Statutes (“NRS”) 78.320 we received written consents in lieu of a Meeting of Stockholders from the Officer and Director Stockholders holding 92% of the total possible votes outstanding, to establish and fix the total number of authorized shares of Class A Common Stock, par value $0.001 per share, that the Company is authorized to issue, at one billion.

The increase to the authorized capital was made, in part, to provide us with more flexibility and opportunities to conduct equity financings, acquisitions, satisfy the reserved but unissued requirements of convertible debt financings, option agreements, and warrant reserves in connection potential with financings. Having such additional authorized shares of capital stock available for issuance in the future should give us greater flexibility and may allow such shares to be issued without the expense and delay of a special shareholders’ meeting or obtaining written consents. Although such issuance of additional shares with respect to future financings and acquisitions would dilute existing shareholders, management believes that such transactions would increase the total value of the Company to its shareholders. The increase in authorized Class A Common Stock will not have any immediate effect on the rights of existing shareholders.

3034

Results of Operations

Year Ended August 31, ~~2012~~2013 compared to the Year Ended August 31, ~~2011~~2012

For the year ended August 31, ~~2012~~2013, we incurred a net loss of approximately $46,300,000 compared to a net loss of approximately $64,~~163~~300,000 for the ~~years~~year ended August 31, ~~2011~~2012 aan ~~33%~~increase ~~improvement~~of 48% of $2,~~040~~043,000.

Mineral property and exploration costs were $~~667~~1,300,000 and $~~711~~667,000 for the years ended August 31, ~~2012~~2013 and ~~2011~~2012, respectively. The ~~decrease~~increase of $45633,000 was primarily due to ~~timing~~settlement ~~delays~~costs ~~related~~associated towith the ~~Mill~~Brooklyn ~~permit approval~~lease.

~~Professional~~General ~~fees~~and ~~decreased~~administrative costs were approximately $452,500,000 ~~from~~and $~~360~~1,874,000 for the years ended August 31, ~~2011~~2013 toand ~~$315~~2012,~~000~~ ~~for~~respectively, ~~the~~a ~~year~~34% ~~ended~~increase ~~August~~of 31$636, ~~2012~~000. The ~~decrease~~increase was due toprimarily ~~reduced legal expenses related~~ to the ~~Hennis~~specific ~~lawsuit. (See~~reasons ~~“Legal~~presented ~~Proceedings”~~below.)

~~General~~Professional ~~and~~fees ~~administrative~~decreased ~~costs were approximately~~ $16,~~874,~~000 ~~and~~from $2315,~~821,~~000 for the years ended August 31, 2012 ~~and~~to ~~2011, respectively, a 34% decrease of~~ $~~947~~309,000~~. The~~ ~~decrease~~for ~~was due primarily to~~ the ~~specific~~year ~~reasons~~ended ~~presented~~August ~~below~~31, 2013.

Consulting expenses were $~~873~~852,000 and $1873,~~831,~~000 for the years ended August 31, ~~2012~~2013 and ~~2011~~2012, respectively, a decrease ~~52%~~ of $~~958~~21,000. The decrease is due to the reduced use of outside services for corporate communications, economic imaging, and an increase in the use of results based compensation for services rendered.

Salaries were $~~519~~591,000 and $~~461~~519,000 for the years ended August 31, ~~2012~~2013 and ~~2011~~2012, respectively, ana 14% increase of $5873,000. The increase is due to higher compensation pursuant to our executive compensation agreements ~~effective in July 2012~~. Salaries are generally either accrued as an unpaid liability or, paid in the form of stock awards in lieu of cash, which are exempt under Rule 16b-3. Amounts owed pursuant to all our executive employment agreements have been fully accrued as of August 31, ~~2012~~2013. During the year, a large portion of executive compensation was converted to 1 year restricted stock.

Filing fees and transfer agent fees were $5949,000 and $3459,000 for the years ended August 31, ~~2012~~2013 and August 31, ~~2011~~2012, respectively. The $2510,000 ~~increase~~ decrease was due to ~~filing fees in~~ the ~~state~~absence of ~~Nevada~~filing fees associated with an increase of the number of authorized Class A Common Stock shares in 2012.

Printing and reproduction costs were $115,~~000~~800 and $111,~~700~~000 for the years ended August 31, ~~2012~~2013 and August 31, ~~2011~~2012, respectively. The ~~$9,300~~decrease ~~increase~~ was due to ~~preparing~~non-recurring ~~material~~expenses paid in 2012 for the Mill permit amendment and lower stock certificate printing costs.

Bank and brokerage fees increased to $4145,000 for the year ended August 31, ~~2012~~2013 from $2641,000 for the year ended August 31, ~~2011~~2012. The increase was due to higher costs associated with transacting the Class A Common Stock shares of the Company.

Investor relations costs were $2024,000 and $~~251~~20,000 for the years ended August 31, ~~2012~~2013 and August 31, ~~2011~~2012, respectively, aan ~~decrease~~increase of $~~231~~4,000. The ~~decrease~~increase was due to ~~reduced~~a ~~media~~non-recurring ~~presence~~research onreport ~~radio~~prepared ~~and~~in ~~web~~June ~~based analyst coverage~~2013.

Interest expense was $12,~~221~~722,000 and $21,~~660~~221,000 for the years ended August 31, ~~2012~~2013 and ~~2011~~2012, respectively. The ~~decrease~~increase of $1,~~439~~501,000 is primarily related to the required accounting treatment of convertible debt derivative liabilities and the amortization of debt discounts~~, and lower total outstanding debt balances~~.

3135

Critical Accounting Policies

We have identified the following critical accounting policies which were used in the preparation of our financial statements.

Exploration and Development Costs: Costs of exploration and development costs are expensed as incurred unless proven and probable reserves exist and the property is a commercially minable property. When it has been determined that a mineral property can be economically developed as a result of established proven and probable reserves, the costs to develop such property will be capitalized. Costs of abandoned projects will be charged to operations upon abandonment.

Long-lived Assets: We periodically evaluate the carrying value of property, plant and equipment costs, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon ~~expected~~a ~~future~~variety ~~cash~~of ~~flows~~factors expected to result from the use and the eventual disposal of the asset, as well as specific ~~appraisal~~appraisals in certain circumstances.

Property Retirement Obligation: Asset retirement costs are capitalized as part of the carrying amount of certain long-lived assets. Accretion expense is recorded in each subsequent period to recognize the changes in the liability resulting from the passage of time. Changes resulting from revisions to the original fair value of the liability are recognized as an increase or decrease in the carrying amount of the liability and the related asset retirement costs capitalized as part of the carrying amount of the related long-lived asset.

Mining Rights: The Company has determined that its mining rights meet the definition of mineral rights and are tangible assets. As a result, the costs of mining rights are initially capitalized as tangible assets when purchased. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserves. For mining rights in which proven and probable reserves have not yet been established, the Company assesses the carrying value for impairment at the end of each reporting period. Mining rights are stated at cost less accumulated amortization and any impairment losses. Mining rights for which probable reserves have been established will be amortized based on actual units of production over the estimated reserves of the mines.

Derivatives: The Company follows the relevant accounting guidance and records derivative instruments (including certain derivative instruments embedded in other contracts) in the balance sheet as either an asset or liability measured at its fair value, with changes in the derivative’s fair value recognized currently in earnings unless specific hedge accounting criteria are met. The Company values these derivative securities under the fair value method at the end of each reporting period (quarter), and their value is marked to market at the end of each reporting period with the gain or loss recognition recorded in earnings. The Company continues to revalue these instruments each quarter to reflect their current value in light of the current market price of our Common Stock. The Company utilizes a valuation pricing model to estimate fair value. Key assumptions of the valuation pricing model include applicable volatility rates, risk-free interest rates and the instrument’s expected remaining life. These assumptions require significant management judgment.

~~Recent Accounting Pronouncements~~36

InItem ~~June 2011, FASB issued ASU No~~7A. Quantitative ~~2011-05, Comprehensive Income (Topic 220) – Presentation of Comprehensive Income (“ASU 2011-05”). ASU 2011-05 requires entities to present net income~~ and ~~other~~Qualitative ~~comprehensive~~Disclosures ~~income~~about inMarket either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011 (March 1, 2012 for the Company). The Company does not expect the adoption of ASU 2011-05 to have a material impact on its results of operations, financial condition, or cash flows.Risk

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company”, we are not required to provide the information required by this Item. However, please see “Item 1A. Risk Factors” for a discussion of the risks associated with the Company.

3237

~~ITEM~~Item 8. ~~FINANCIAL~~ Financial ~~STATEMENTS~~Statements ~~AND~~and ~~SUPPLEMENTARY~~Supplementary ~~DATA~~Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Colorado Goldfields Inc.

We have audited the accompanying balance sheets of Colorado Goldfields Inc. (an Exploration Stage Company) as of August 31, ~~2012~~2013 and ~~2011~~2012, and the related statements of operations, cash flows and stockholders’ (deficit) equity for each of the years then ended, and for the period from February 11, 2004 (inception) through August 31, ~~2012~~2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Colorado Goldfields Inc. as of August 31, ~~2012~~2013 and ~~2011~~2012, and the results of its operations and cash flows for each of the years then ended, and for the period from February 11, 2004 (inception) through August 31, ~~2012~~2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company incurred a net loss of $46,~~299~~342,~~576~~520 for the year ended August 31, ~~2012~~2013, and a deficit accumulated during the exploration stage of $2329,~~503~~846,~~824~~344 for the period from February 11, 2004 (inception) through August 31, ~~2012~~2013. The Company also has ~~a limited history and~~ no revenue producing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GHP HORWATH, P.C.

Denver, Colorado

~~November~~December 16, ~~2012~~2013

3338

Colorado Goldfields Inc. (An Exploration Stage Company)

Balance Sheets

	August 31,			August 31,
	2012			2011
	2013			2012
ASSETS
Current Assets
Cash	$	615,~~093~~092		$	116,~~838~~093
Prepaid expenses and other		1848,~~550~~558			8818,~~823~~550
Total Current Assets		2463,~~643~~650			~~100~~24,~~661~~643
Non-Current Assets
Property, plant and equipment, net (Note 3)		1,~~396~~436,~~414~~206			1,~~605~~396,~~878~~414
Mining rights and claims (Note 4)		~~158~~152,~~889~~604			~~294~~158,~~722~~889
Restricted cash (Note 3)		515,428			515,428
Deferred financing costs		1543,~~580~~790			2815,~~805~~580
Other		4,743			114,~~520~~743
Total Non-Current Assets		2,~~091~~152,~~054~~771			2,~~456~~091,~~353~~054
Total Assets	$	2,~~115~~216,~~697~~421		$	2,~~557~~115,~~014~~697
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable	$	~~330~~379,~~519~~474		$	~~253~~330,~~453~~519
Accrued liabilities		~~859~~655,~~488~~075			1859,~~023,340~~488
Convertible notes, less unamortized discount of $214,059 and $285,693, (Note 7)		141,082			153,605
Convertible notes, less unamortized discount of $386,601
Derivative liabilities (Note 8)		469,370			529,146
and $214,059 (Note 7)		284,856			141,082
Promissory note payable, including accrued interest (Note 6)		25,081			-
Derivative liabilities (Note 8)		1,424,115			469,370
Notes payable, including accrued interest - related parties (Note 5)		338,914			320,521
Promissory note payable, including accrued interest (Note 6)		119,248			25,081
Mortgage notes payable, including accrued interest (Note 3)		456,900			453,575
Notes payable, including accrued interest - related parties (Note 5)		357,258			338,914
Total Current Liabilities		2,621,354			2,733,640
Mortgage notes payable, including accrued interest (Note 3)		200,578			456,900
Total Current Liabilities		3,420,604			2,621,354
Non-Current Liabilities
Promissory note payable, including accrued interest (Note 6)		~~86,207~~-			-86,207
Asset retirement obligation		515,500			~~656~~515,~~570~~500
Total Non-Current Liabilities		~~601~~515,~~707~~500			~~656~~601,~~570~~707
Total Liabilities		3,~~223~~936,~~061~~104			3,~~390~~223,~~210~~061
Contingencies and Commitments (Note 10)
Commitments and Contingencies (Note 10)
Stockholders' Deficit (Note 9)
Class A common stock, 1,000,000,000 shares authorized, $0.001 par value;
5,647,989 and 1,554,155 issued and outstanding, respectively		5,647			1,553
47,366,656 and 11,295 issued and outstanding, respectively		47,367			10
Class B common stock, 500,000,000 shares authorized, $0.001 par value;
490,371,533 shares issued and outstanding, respectively		-			-
Additional paid in capital		2228,~~361~~050,~~563~~044			1822,~~340~~367,~~249~~200
Donated capital		29,250			29,250
Deficit accumulated during the exploration stage		(2329,~~503~~846,~~824~~344	)		(1923,~~204~~503,~~248~~824	)
Total Stockholders' Deficit		(1,~~107~~719,~~364~~683	)		(~~833~~1,~~196~~107,364	)
Total Liabilities and Stockholders' Deficit	$	2,~~115~~216,~~697~~421		$	2,~~557~~115,~~014~~697

The accompanying notes are an integral part of these financial statements

3439

Colorado Goldfields Inc. (An Exploration Stage Company)

Statements of Operations

							Accumulated
							from February 11,
	For the Year			For the Year			2004 (Date of
							2004
	For the Year			For the Year			(Date of
	Ended			Ended			Inception) to
	August 31, 2012			August 31, 2011			August 31, 2012
	August 31, 2013			August 31, 2012			August 31, 2013
Revenue	$	-		$	-		$	-
Operating expenses
Donated rent		-			-			9,750
Donated services		-			-			19,500
General and administrative		12,~~873~~509,~~586~~541			21,~~820~~873,~~984~~586			1416,~~376~~885,~~146~~687
Mineral property and exploration costs		~~666~~1,~~516~~305,564			~~711~~666,~~122~~516			34,~~263~~569,~~584~~148
Professional fees		~~314~~309,~~996~~078			~~359~~314,~~536~~996			12,~~835~~145,~~994~~072
Total operating expenses		(24,~~855~~124,~~098~~183	)		(32,~~891~~855,~~642~~098	)		(1923,~~504~~629,~~974~~157	)
Other income (expense)
Other income		856,~~045~~784			2285,~~119~~045			~~187~~194,~~986~~770
Interest income		-			~~647~~-			33,781
(Loss) gain on derivative liabilities		(309,021	)		365,735			67,503
Gain (loss) on derivative liabilities		496,605			(309,021	)		564,108
Interest expense		(12,~~220~~721,~~502~~726	)		(21,~~660~~220,~~253~~502	)		(47,~~288~~009,~~120~~846	)
Total other expense		(12,~~444~~218,~~478~~337	)		(21,~~271~~444,~~752~~478	)		(36,~~998~~217,~~850~~187	)
Net Loss	$	(46,~~299~~342,~~576~~520	)	$	(64,~~163~~299,~~394~~576	)	$	(2329,~~503~~846,~~824~~344	)
Net Loss Per Common Share - Basic and Diluted	$	(12.2707	)	$	(7635.8509	)
Weighted Average Number of Common Shares Outstanding		3,~~385~~062,~~014~~319			~~785~~6,~~523~~770

The accompanying notes are an integral part of these financial statements

3540

Colorado Goldfields Inc. (An Exploration Stage Company)

Statements of Cash Flows

	For the Year Ended August 31, 2012			For the Year Ended August 31, 2011			Accumulated from February 11, 2004 (Date of Inception) to August 31, 2012
							Accumulated from
							February 11, 2004
	For the Year			For the Year			(Date of
	Ended			Ended			Inception) to
	August 31, 2013			August 31, 2012			August 31, 2013
Cash Flows Used in Operating Activities:
Net loss	$	(46,~~299~~342,~~576~~520	)	$	(64,~~163~~299,~~394~~576	)	$	(2329,~~503~~846,~~824~~344	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in
operating activities:
Donated services and rent		-			-			29,250
Amortization of debt discount and deferred financing costs		12,~~088~~599,~~310~~650			21,~~512~~088,~~402~~310			36,~~689~~289,~~479~~129
Depreciation and amortization		173,~~410~~796			3217,~~039~~410			~~147~~151,~~874~~670
Loss (gain) on derivative liabilities		309,021			(365,735	)		(67,503	)
(Gain) loss on derivative liabilities		(496,605	)		309,021			(564,108	)
Impairment of mining rights		~~135~~68,~~833~~785			135,~~834~~833			~~398~~467,~~611~~396
Stock issued for services		1,~~059~~031,~~619~~297			21,~~368~~059,~~137~~619			1011,~~471~~502,~~080~~377
Stock issued for Champion and Silver Wing Mines		185,000			-			185,000
Stock-based compensation - options		-			-			899,303
Accrued interest		~~129~~125,~~566~~993			~~107~~129,~~483~~566			~~439~~565,~~945~~938
Accretion expense on asset retirement obligation		~~35,065~~-			4435,~~020~~065			191,635
Gain on sale of property, plant and equipment		(19,252	)		(20,802	)		(93,009	)
Loss (gain) on sale of property, plant and equipment		217			(19,252	)		(92,792	)
Change in operating assets and liabilities:
Increase in restricted cash		-			~~(197,274~~-	)		(515,428	)
Decrease (increase) in prepaid expenses and other		10,451			(14,214	)		(3,763	)
(Increase) decrease in prepaid expenses and other		(87,299	)		10,451			(91,062	)
Increase in accounts payable		~~527~~1,~~273~~266,983			~~430~~527,~~053~~273			23,~~126~~393,~~361~~344
Increase in accrued liabilities		~~566~~1,~~974~~170,945			~~511~~566,~~969~~974			12,~~586~~757,~~082~~027
Decrease (increase) in other assets		6,777			-			(4,743	)
(Increase) decrease in other assets		-			6,777			(4,743	)
Net cash used in operating activities		(~~432~~473,~~529~~758	)		(~~619~~432,~~482~~529	)		(4,~~208~~682,~~650~~408	)
Cash Flows from Investing Activities:
Proceeds from sale of property, plant and equipment		~~38,232~~-			4238,~~900~~232			240,632
Acquisition of property, plant and equipment		(343,~~061~~805	)		-(3,061	)		(~~720~~764,~~797~~602	)
Net cash provided by (used in) investing activities		35,171			42,900			(480,165	)
Net cash (used in) provided by investing activities		(43,805	)		35,171			(523,970	)
Cash Flows from Financing Activities:
Advances received		-			-			405,733
Repayment of advances		-			-			(405,733	)
Proceeds from notes from related parties		-			-			581,452
Repayment of advances from related party		-			~~(10,544~~-	)		(20,596	)
Proceeds from note payable		~~24,000~~-			-24,000			124,000
Repayment of notes payable		(76,~~787~~328	)		(~~513~~7,~~704~~787	)		(~~696~~702,~~491~~819	)
Proceeds from issuance of convertible debt		~~427~~628,~~000~~320			1427,~~218,977~~000			12,~~845~~474,~~977~~297
Loan acquisition costs		(5195,~~600~~430	)		(~~126~~51,~~898~~600	)		(~~198~~293,~~498~~928	)
Proceeds from exercise of warrants		-			~~570~~-			570
Net proceeds from issuance of common stock		-			-			3,058,494
Net cash provided by financing activities		~~391~~526,~~613~~562			~~568~~391,~~401~~613			45,~~694~~221,~~908~~470
(Decrease) increase in cash		(5,745	)		(8,181	)		6,093
Increase (decrease) in cash		8,999			(5,745	)		15,092
Cash - Beginning of Period		116,~~838~~093			2011,~~019~~838			-
Cash - End of Period	$	615,~~093~~092		$	116,~~838~~093		$	615,~~093~~092
Supplemental Disclosures:
Interest paid	$	3,~~645~~759		$	163,~~459~~645		$	98102,~~426~~185
Income taxes paid	$	-		$	-		$	-
Non-cash investing and financing activities:
Exchange of accounts payable and accrued liabilities for debt	$	~~80,000~~-		$	3080,~~742~~000		$	246,036
Issuance of common stock to satisfy accounts payable	$	~~450~~557,~~207~~194		$	~~459~~450,~~024~~207		$	12,~~623~~180,~~074~~268
Issuance of common stock to satisfy accrued liabilities	$	~~682~~1,~~560~~420,122		$	-682,560		$	~~682~~2,~~560~~102,682
Issuance of common stock for prepaid expenses	$	~~21,580~~-		$	~~191~~21,~~140~~580		$	550,159
Issuance of common stock for mining rights	$	-62,500		$	~~150,000~~-		$	~~557~~620,~~500~~000
Exchange of convertible debt for common shares	$	1,892,844		$	2,771,502		$	4,771,482
Issuance of common stock for work commitment	$	660,834		$	-		$	660,834
Exchange of mortgage payable for convertible debt	$	50,000					$	50,000
Exchange of convertible debt for common shares	$	1,870,545		$	1,892,844		$	6,642,027
Exchange of property, plant and equipment for accounts payable	$	-		$	-		$	2,750
Exchange of mortgage payable for convertible debt	$	295,984		$	50,000		$	345,984
Exchange of property, plant and equipment for
accounts payable	$	-		$	-		$	2,750
Forgiveness of related party debt and accrued interest	$	-		$	-		$	288,361
Change in estimate of asset retirement obligation	$	~~176,135~~-		$	176,135		$	176,135
Acquisition of land and building:
Cash paid	$	-		$	-		$	250,677
Mortgage note given to seller	$	-		$	-			650,000
Asset retirement obligation assumed	$	-		$	-			500,000
Assets acquired	$	-		$	-		$	1,400,677

The accompanying notes are an integral part of these financial statements

3641

Colorado Goldfields Inc. (An Exploration Stage Company)

Statements of Stockholders' (Deficit) Equity

From February 11, 2004 (Date of Inception) to August 31, ~~2012~~2013

													Deficit
													Accumulated			Total
	Class A				Class B				Additional				During the			Stockholders'
	Common Stock				Common Stock				Paid in		Donated		Exploration			(Deficit)
	Shares		Amount		Shares		Amount		Capital		Capital		Stage			Equity
Balances - February 11, 2004 (Date of inception)		-	$	-		-	$	-	$	-	$	-	$	-		$	-
Issuance of common stock for cash		~~10,270~~21		10-		-		-		2,~~490~~500		-		-			2,500
Donated services and rent		-		-		-		-		-		4,500		-			4,500
Net loss		-		-		-		-		-		-		(5,898	)		(5,898	)
Balances - August 31, 2004		~~10,270~~21	$	10-		-	$	-	$	2,~~490~~500	$	4,500	$	(5,898	)	$	1,102
Issuance of common stock for cash		~~12,632~~25		13-		-		-		53,~~737~~750		-		-			53,750
Donated services and rent		-		-		-		-		-		9,000		-			9,000
Net loss		-		-		-		-		-		-		(35,319	)		(35,319	)
Balances - August 31, 2005		~~22,902~~46	$	23-		-	$	-	$	56,~~227~~250	$	13,500	$	(41,217	)	$	28,533
Donated services and rent		-		-		-		-		-		9,000		-			9,000
Net loss		-		-		-		-		-		-		(36,148	)		(36,148	)
Balances - August 31, 2006		~~22,902~~46	$	23-		-	$	-	$	56,~~227~~250	$	22,500	$	(77,365	)	$	1,385
Donated services and rent		-		-		-		-		-		6,750		-			6,750
Net loss		-		-		-		-		-		-		(300,193	)		(300,193	)
Balances - August 31, 2007		~~22,902~~46	$	23-		-	$	-	$	56,~~227~~250	$	29,250	$	(377,558	)	$	(292,058	)
Issuance of common stock for cash (net of offering costs
Issuance of common stock for cash (net of
of $282,231)		2,277		2		-		-		3,002,242		-		-			3,002,244
offering costs of $282,231)		4		-		-		-		3,002,244		-		-			3,002,244
Shares issued for services		~~1,966~~4		2-		-		-		869,~~737~~739		-		-			869,739
Stock-based compensation - options		-		-		-		-		895,209		-		-			895,209
Net loss		-		-		-		-		-		-		(3,721,021	)		(3,721,021	)
Balances - August 31, 2008		~~27,145~~54	$	27-		-	$	-	$	4,823,~~415~~442	$	29,250	$	(4,098,579	)	$	754,113
Shares issued for services		~~74,057~~148		74-		-		-		4,241,~~209~~283		-		-			4,241,283
Issuance of common stock to satisfy accounts payable		~~5,878~~12		6-		-		-		370,~~009~~015		-		-			370,015
Stock-based compensation - options		-		-		-		-		4,094		-		-			4,094
Stock issued to beneficial owners of Class A Common Stock		-		-		35,732,285		-		-		-		-			-
Forgiveness of related party debt and accrued interest		-		-		-		-		288,361		-		-			288,361
Net loss		-		-		-		-		-		-		(5,281,857	)		(5,281,857	)
Balances - August 31, 2009		~~107,080~~214	$	~~107~~-		35,732,285	$	-	$	9,727,~~088~~195	$	29,250	$	(9,380,436	)	$	376,009
Shares issued for services		~~184,241~~368		~~184~~-		-		-		1,950,~~576~~760		-		-			1,950,760
Issuance of common stock to satisfy accounts payable		~~28,962~~58		29-		-		-		343,~~799~~828		-		-			343,828
Shares issued for mining rights		~~25,000~~50		25-		-		-		407,~~475~~500		-		-			407,500
Shares issued for convertible debt		~~9,375~~19		9-		-		-		107,~~127~~136		-		-			107,136
Stock issued to beneficial owners of Class A Common Stock		-		-		5,012,068		-		-		-		-			-
Net loss		-		-		-		-		-		-		(3,660,418	)		(3,660,418	)
Balances - August 31, 2010		~~354,658~~709	$	~~354~~-		40,744,353	$	-	$	12,536,~~065~~419	$	29,250	$	(13,040,854	)	$	(475,185	)
Shares issued for services		~~603~~1,~~354~~207		~~603~~1		-		-		2,~~423~~424,~~684~~286		-		-			2,424,287
Issuance of common stock to satisfy accounts payable		~~116,710~~233		~~117~~-		-		-		~~458~~459,~~907~~024		-		-			459,024
Shares issued for convertible debt		~~429,433~~859		~~429~~1		-		-		2,771,~~073~~501		-		-			2,771,502
Shares issued for mining rights		~~50,000~~100		50-		-		-		~~149~~150,~~950~~000		-		-			150,000
Stock issued to officers		-		-		449,623,244		-		-		-		-			-
Class B warrants exercised and shares issued		-		-		3,936		-		570		-		-			570
Net loss		-		-		-		-		-		-		(6,163,394	)		(6,163,394	)
Balances - August 31, 2011		13,~~554,155~~108	$	~~1,553~~2		490,371,533	$	-	$	18,~~340~~341,~~249~~800	$	29,250	$	(19,204,248	)	$	(833,196	)
Shares issued for services (Note 9)		1,118,227		1,118		-		-		998,679		-		-			999,797
Shares issued for services		2,236		2		-		-		999,795		-		-			999,797
Issuance of common stock to satisfy accounts payable (Note 9)		513,050		513		-		-		449,694		-		-			450,207
Issuance of common stock to satisfy accounts payable		1,026		1		-		-		450,206		-		-			450,207
Issuance of common stock to satisfy accrued liabilities (Note 9)		632,560		633		-		-		681,927		-		-			682,560
Issuance of common stock to satisfy accrued liabilities		1,265		1		-		-		682,559		-		-			682,560
Shares issued for convertible debt (Note 9)		1,829,997		1,830		-		-		1,891,014		-		-			1,892,844
Shares issued for convertible debt		3,660		4		-		-		1,892,840		-		-			1,892,844
Net loss		-		-		-		-		-		-		(4,299,576	)		(4,299,576	)
Balances - August 31, 2012		511,~~647,989~~295	$	~~5,647~~10		490,371,533	$	-	$	22,~~361~~367,~~563~~200	$	29,250	$	(23,503,824	)	$	(1,107,364	)
Shares issued to round fractional shares due to stock split		361		-		-		-		-		-		-			-
Shares issued for services		4,967,177		4,967		-		-		969,039		-		-			974,006
Shares issued for mining rights		500		1		-		-		62,499		-		-			62,500
Shares issued for Champion and Silver Wing Mines		172,000		172		-		-		184,828		-		-			185,000
Issuance of common stock to satisfy accounts payable		2,077,602		2,078		-		-		555,116		-		-			557,194
Issuance of common stock to satisfy accrued liabilities		27,988,748		27,989		-		-		1,392,133		-		-			1,420,122
Issuance of common stock for work commitment		12,795		13		-		-		660,821		-		-			660,834
Shares issued for convertible debt		12,136,178		12,137		-		-		1,858,408		-		-			1,870,545
Net loss		-		-		-		-		-		-		(6,342,520	)		(6,342,520	)
Balances - August 31, 2013		47,366,656	$	47,367		490,371,533	$	-	$	28,050,044	$	29,250	$	(29,846,344	)	$	(1,719,683	)

The accompanying notes are an integral part of these financial statements

3742

Colorado Goldfields Inc. (An Exploration Stage Company)

Notes to the Financial Statements

August 31, ~~2012~~2013

1. Organization, Nature of Business, Going Concern and Management’s Plans

Organization and Nature of Business

Colorado Goldfields Inc. (the “Company”) was incorporated in the State of Nevada on February 11, 2004. The Company is considered to be an Exploration Stage Company. The Company’s principal business is the reactivation of a mill facility, and acquisition and exploration of mineral resources. The Company has not presently determined whether the properties it has acquired and intends to acquire contain mineral reserves that are economically recoverable.

Going Concern and Management’s Plans

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Since its inception in February 2004, the Company has not generated revenue and has incurred net losses. The Company has a working capital deficit of $23,~~596~~356,~~711~~954 at August 31, ~~2012~~2013, has incurred net losses of $46,~~299~~342,~~576~~520 and $64,~~163~~299,~~394~~576 for the years ended August 31, ~~2012~~2013 and ~~2011~~2012, respectively, and has ~~incurred~~an aaccumulated deficit ~~accumulated~~ during the exploration stage of $2329,~~503~~846,~~824~~344 for the period from February 11, 2004 (inception) through August 31, ~~2012~~2013. Accordingly, it has not generated cash flows from operations and has primarily relied upon equity financing, advances from stockholders, promissory notes, and advances from unrelated parties, ~~and equity financing~~ to fund its operations.

The Company is dependent upon the State of Colorado Division of Reclamation, Mining and Safety (“DRMS”) and State of Colorado Mined Land Reclamation Board (“MLRB”), approving an amendment to the existing reclamation permit for the Company’s Pride of the West Mill (“the Mill”). The amendment would cure a current cease and desist order, which was issued in 2005, and allow the Mill to become operational.

In December 2010, the Company presented a proposed permit amendment (“AM-02”) to the MLRB. While portions of that permit amendment were approved, there remained deficiencies that required additional work.

The Company prepared additional material for consideration by the DRMS and the MLRB. Management submitted a new permit amendment application (“~~AM0~~AM-03”), to the DRMS on January 27, 2012 and April 23, 2012. On August 9, 2012, the DRMS approved, with conditions, AM-03.

The core of the permit consists of nine Environmental Protection Facilities (“EPFs”), which are: 1) Mill Building, 2) Ore Stockpile Area, 3) Laboratory Facility, 4) Leach Plant Building, 5) Flood Protection Dike, 6) Plant Waste Water Disposal, 7) Groundwater intercept Drain, 8) Upland Stormwater Intercept Ditch, and 9) Mill Tailings Repository. The DRMS approved the first eight EPFs, and work has commenced in these areas.

The conditions specified by the DRMS regard the ninth EPF, which is the Mill Tailings Repository. The DRMS requested 1) additional geotechnical substrate stability analysis, 2) structure specific engineering designs for the cover of the repository, 3) analysis of the repository’s reserve capacity, 4) recalculation of financial warranty. The Company estimates that the conditions will be satisfied by ~~the~~May ~~end of second quarter of fiscal 2013~~2014.

The Company currently faces a severe working capital shortage and is not presently generating any revenues. The Company will need to obtain additional capital to fund its operations, continue mining exploration activities, fulfill its obligations under its mineral property lease/option agreements, and satisfy existing creditors. In addition, the Company's ability to continue as a going concern is subject to the successful resolution of outstanding litigation (Note 10).

3843

These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts or classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Management’s plans with regards to these conditions are described below.

The Company continues to explore sources of additional financing to satisfy its current operating requirements. During the fiscal years ended August 31, 2010, 2011, and 2012, the Company entered into funding arrangements with an institutional investor (the “Delaware Partnership Investor”), under which the Delaware Partnership Investor has provided convertible debt financing to the Company of approximately $1.6 million, ($377,000 during the year ended August 31, 2012).

During the ~~fiscal~~year ~~years~~ ended August 31, ~~2010~~2013, ~~2011, and 2012,~~ the Company ~~also~~ entered into ~~seven~~various convertible debt funding arrangements ~~for~~described below that provided a total of $~~315~~939,~~000~~304 ~~($100,000 during the year ended August 31, 2012), with a group of New York private investors~~ in ~~the form of convertible notes (Note 7)~~capital.

During the years ended August 31, 2012 and 2013, the Company entered into funding arrangements with an institutional investor (the “Delaware Partnership Investor”), under which the Delaware Partnership Investor has provided convertible debt financing to the Company of $690,000 ($397,000 during the year ended August 31, 2013) (Note 7).

During the years ended August 31, 2012 and 2013, the Company also entered into funding arrangements for a total of $320,820 ($220,820 during the year ended August 31, 2013), with a group of New York private investors in the form of convertible notes (Note 7).

During the year ended August 31, 2013, the Company entered into funding arrangements with a New York Alternative Investment Firm, under which the investors have provided convertible debt financing to the Company of $246,484 (Note 7).

During the year ended August 31, 2013, the Company entered into funding arrangements with a San Diego private investor, under which the investor has provided convertible debt financing to the Company of $75,000 (Note 7).

Considering the difficult U.S. and global economic conditions, along with the substantial stability problems in the capital and credit markets, there is a significant possibility that the Company will be unable to obtain financing to continue its operations.

There is no assurance that required funds during the next twelve months or thereafter will be generated from operations, or that those funds will be available from external sources, such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Further, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significantly dilutive effect on the Company's existing shareholders. All of these factors have been exacerbated by the extremely unsettled credit and capital markets presently existing.

2. Summary of Significant Account Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in US dollars. The Company’s fiscal year-end is August 31.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Basic and Diluted Net Loss per Share

Basic earnings (loss) per share (“EPS”) is computed by dividing net loss ~~available~~attributable to common stockholders (numerator) by the weighted average number of shares of the Class A Common Stock outstanding (denominator) during the period. During the year ended August 31, 2011, the Company issued shares of Class B Common Stock, which are not publicly-traded. The Class B Common Stock share dividends equally with Class A Common Stock, and are defined as participating securities under US GAAP; however, they have no contractual obligation to share in losses of the Company. The Company has therefore not included the Class B Common Stock in determining basic EPS. Diluted EPS gives effect to all potential dilutive common shares outstanding during the periods using the treasury stock method (for options and warrants) and the two-class method (for Class B common stock). In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the years ended August 31, ~~2012~~2013 and ~~2011~~2012, the effect of the conversion of outstanding debt and Class B common shares would have been anti-dilutive. ~~The following table represents the potential dilutive securities excluded from the calculation of diluted loss per share.~~

3944

	August 31, 2012		August 31, 2011
Class B Common Stock		490,371,533		490,371,533
Convertible debt		1,102,866		279,837

The following table represents the potential dilutive securities excluded from the calculation of diluted loss per share.

Effective September 12, 2012, the Financial Regulatory Authority, Inc. (FINRA”), approved a 1 for 5,000 reverse stock split. All references to Class A common stock in these financial statements have been adjusted to reflect the post-reverse split amounts.

	August 31, 2013		August 31, 2012
Class B Common Stock		490,371,533		490,371,533
Convertible debt		159,264,106		2,206

~~Comprehensive~~Effective ~~Income~~September 12, 2012, the Financial Regulatory Authority, Inc. (~~Loss~~“FINRA”), approved a 1 for 5,000 reverse stock split. All references to Class A common stock in these financial statements have been adjusted to reflect the post-reverse split amounts.

~~For~~Effective ~~the~~May ~~years~~13, ~~ended~~2013 ~~August~~FINRA ~~31,~~approved ~~2012~~a ~~and~~further ~~2011~~1 ~~there~~for ~~were~~500 noreverse ~~differences~~stock ~~between~~split. All ~~net~~references ~~loss~~to ~~and~~Class ~~comprehensive~~A ~~loss~~common stock in these financial statements have been adjusted to reflect the post-reverse split amounts.

Cash

Cash, excluding restricted cash, includes deposits in banks that are unrestricted as to withdrawal or use.

Mineral Property and Exploration Costs

The Company has been in the exploration stage since its formation on February 11, 2004, and has not yet realized any revenues from its planned operations. It is primarily engaged in the reactivation of a precious metal processing mill and acquisition and exploration of mining properties.

Before mineralization is classified as “proven and probable” reserves; costs are expensed and classified as Mineral property and exploration costs. Capitalization of mine development project costs, that meet the definition of an asset, begins once mineralization is classified as “proven and probable reserves.”

When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to acquire and develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Mining Rights and Claims

The Company has determined that its mining rights and claims meet the definition of mineral rights, as defined by accounting standards, and are tangible assets. As a result, the costs of mining rights are initially capitalized as tangible assets when purchased. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserves. The Company’s rights to extract minerals are contractually limited by time. However, the Company has the ability to extend the leases (Note 4). For mining rights in which proven and probable reserves have not yet been established, the Company assesses the carrying value for impairment at the end of each reporting period. The Company recorded impairment charges of approximately $~~135~~68,~~833~~785 and $135,~~834~~800 during the ~~year~~years ended August 31, ~~2012~~2013 and ~~2011~~2012, respectively.

4045

Long-Lived Assets

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed ~~significantly~~ before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value which is ~~generally~~ determined based on ~~the~~a ~~sum~~variety of ~~the~~factors ~~undiscounted cash flows~~ expected to result from the use and the eventual disposal of the asset, as well as specific ~~appraisal~~appraisals in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. Management believes no impairment exists as of August 31, ~~2012~~2013.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a fair value hierarchy that has three levels of inputs, both observable and unobservable, with use of the lowest possible level of input to determine fair value.

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 – assets and liabilities whose significant value drivers are unobservable.

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.

As of August 31, ~~2012~~2013, the Company had the following financial assets and liabilities that are measured at fair value:

	Level 1		Level 2		Level 3
Restricted cash		-	$	515,428		-
Derivative liabilities		-	$	~~469~~1,~~370~~424,115		-

The fair values of financial instruments, which include cash, accounts payable, short-term notes payable, and convertible debt, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The fair value of amounts due to related parties are not practicable to estimate, due to the related party nature of the underlying transactions. The long-term fixed-rate note payable approximates fair value as it bears interest at a rate commensurate with market rates. The fair value of the restricted cash deposit held by the State of Colorado (Note 3) approximates the amount of fees to obtain it.46

41The fair values of financial instruments, which include cash, accounts payable, short-term notes payable, and convertible debt, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The fair value of amounts due to related parties are not practicable to estimate, due to the related party nature of the underlying transactions.

Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is determined to be more likely than not. The potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured that it is more likely than not it will utilize the net operating losses carried forward in future years.

The Company has no unrecognized tax benefits. The Company files income tax returns in the U.S. federal jurisdiction and in the state of Colorado. Management does not believe there will be any significant changes in the Company’s tax positions over the next 12 months.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There was no income tax expense recognized during the years ended August 31, ~~2012~~2013 or ~~2011~~2012, for interest and penalties.

Asset Retirement Obligation

The fair value of a liability for an asset retirement obligation is required to be recognized in the period that it is incurred if a reasonable estimate of fair value can be made. In connection with the Company’s acquisition of the ~~Pride of the West~~ Mill ~~(the “Mill”)~~ in June 2007, an asset retirement obligation of $500,000 was estimated and recorded. The associated asset retirement costs were capitalized as part of the carrying amount of the Mill (See Note 3). Accretion expense is recorded in each subsequent period to recognize the estimated changes in the liability resulting from the passage of time. During the years ended August 31, ~~2012~~2013 and ~~2011~~2012, the Company recorded accretion expense of ~~$35,065~~nil and $4435,~~020~~065, respectively. Changes resulting from revisions to the original fair value of the liability are recognized as an increase or decrease in the carrying amount of the liability and the related asset retirement costs capitalized as part of the carrying amount of the long-lived asset.

During fiscal year 2012, the Company re-evaluated the original fair value of the asset retirement obligation as it relates to the Mill. Unique to this asset, the reclamation permit for the Mill requires that the cost of retirement (reclamation), be calculated by the DRMS on a continuing basis, and a financial warranty be provided to guarantee that obligation.

As of August 31, ~~2012~~2013, the State of Colorado Division of Reclamation, Mining, and Safety has determined that $515,130 would be required to close and reclaim the asset and the Company has placed those funds as cash held as a restricted cash deposit with the State of Colorado.

~~Therefore,~~Recent ~~the~~Accounting asset retirement obligation relating to the Mill has been reduced by $176,135 to $515,130; the amount equal to the financial warranty calculated by the DRMS. The reduction was recognized as a decrease in the carrying amount of property, plant and equipment (Note 3).Pronouncements

~~Recent~~Management has evaluated recently issued accounting pronouncements to determine their applicability and does not believe that any of these pronouncements will have a significant impact on the Company's financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220) – Presentation of Comprehensive Income (“ASU 2011-05”). ASU 2011-05 requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 (the interim period ending November 30, 2012 for the Company). The Company does not expect the adoption of ASU 2011-05 to have a material impact on its results of operations, financial condition, or cash flows.

3. Property, Plant and Equipment

On June 29, 2007, the Company acquired the Mill located in Howardsville, Colorado. The cost of the Mill was $1,400,677. In connection with the acquisition, the Company entered into a $650,000 mortgage with the seller, which is collateralized by the mill property and bears interest at 12% per year. All unpaid principal was originally due June 29, 2009. The due date on the mortgage was extended and iswas ~~currently~~ due in full on December 311, ~~2012~~2013, and is currently in default. During the year ended August 31, ~~2012~~2013, $50295,~~000~~984 of the mortgage was paid through the issuance of convertible notes (Note 7).

~~Interest expense in connection with the Mill mortgage for the years ended August 31, 2012 and 2011 was $53,324 and $70,679, respectively.~~47

InInterest expense in connection with the ~~acquisition of the~~ Mill, ~~the~~mortgage ~~Company~~for ~~replaced a financial warranty that~~ the ~~seller~~years ~~had~~ended ~~provided~~August to31, ~~the~~2013 ~~DRMS~~and in2012 ~~the~~was ~~amount~~ $~~318~~39,~~654. During~~663 ~~the 2011 fiscal year, the DRMS required~~ and ~~the Company provided an additional~~ $~~196~~53,~~476 of financial warranty. As of August 31~~324, ~~2012, the total funds, which are held as a restricted cash deposit with the State of Colorado, related to the Mill financial warranty is $515,130~~respectively.

~~Property,~~In ~~plant~~connection ~~and~~with ~~equipment~~the ~~consist~~acquisition of the ~~following~~Mill, asthe ofCompany ~~August~~replaced 31a financial warranty that the seller had provided to the DRMS in the amount $318,654. During ~~2012~~the 2011 fiscal year, the DRMS required and the Company provided an additional $196,476 of financial warranty. As of August 31, ~~2011:~~2013, the total funds, which are held as a restricted cash deposit with the State of Colorado, related to the Mill financial warranty is $515,130.

	August 31, 2012			August 31, 2011
Computer equipment	$	5,179		$	2,118
Mine and drilling equipment		4,650			77,150
Mobile mining equipment		13,300			28,400
Land and mill		1,391,041			1,567,176
		1,414,170			1,674,844
Less accumulated depreciation		(17,756	)		(68,966	)
	$	1,396,414		$	1,605,878

Property, plant and equipment consist of the following as of August 31, 2013 and August 31, 2012:

Depreciation expense was $17,410 and $32,039 for the years ended August 31, 2012 and 2011, respectively. Property, plant and equipment are depreciated on a straight line basis over their estimated useful lives ranging from three to five years. However, a significant portion of the Company’s property, plant and equipment has not yet been placed in service and accordingly is not being depreciated.

	August 31, 2013			August 31, 2012
Computer equipment	$	5,179		$	5,179
Mine and drilling equipment		-			4,650
Mobile mining equipment		5,000			13,300
Land and mill		1,434,846			1,391,041
		1,445,025			1,414,170
Less accumulated depreciation		(8,819	)		(17,756	)
	$	1,436,206		$	1,396,414

Depreciation expense was $3,796 and $17,410 for the years ended August 31, 2013 and 2012, respectively. Property, plant and equipment are depreciated on a straight line basis over their estimated useful lives ranging from three to five years. However, a significant portion of the Company’s property, plant and equipment has not yet been placed in service and accordingly is not being depreciated.

4. Mining Rights and Claims

Silver Wing and Champion Mine

On October 31, 2012, the Company entered into a contract for purchase of the Silver Wing Mine. ~~The~~In ~~terms~~conjunction ofwith this contract the Company issued to Jo Grant Mining Company, Inc. (“Jo Grant”), 12,000,000 pre-split (24,000 post-split) four-year restricted shares of Class A Common Stock on November 1, 2012. This contract ~~provide~~expired, ~~that~~unexecuted in May 2013, however the Company: entered into a modified extension to the original agreement in July 2013, whereby the Company was to payoff an existing note Jo Grant having a balance of approximately $60,400 on or before October 31, 2013 and was to pay Jo Grant $50,000 no later than October 31, 2013.

1.On ~~Issue~~November to2, Jo2012, ~~Grant~~the ~~Mining~~ Company, ~~Inc~~entered into a contract for purchase of the Champion Mine. In ~~(“Jo~~conjunction ~~Grant”),~~with 12this contract the Company issued 24,000,000 pre-split (48,000 post-split) four-year restricted shares of Class A Common Stock on orNovember ~~before January 6~~2, ~~2013~~2012.

2.The ~~Pay~~Company ~~off~~entered into an extension and modification with Jo Grant’s ~~existing~~for ~~note~~the inChampion ~~favor~~Mine ofpurchase aagreement ~~Colorado~~on ~~bank~~May 6, ~~dated~~2013 ~~March~~whereby the Company issued 50,000,000 6pre-split (100,000 ~~2008~~post-split) four-year restricted Class A shares, ~~assigned~~the tovalue Joof ~~Grant~~which onwas ~~October~~recorded ~~17,~~as ~~2012~~expense within mineral property and exploration costs, ~~having~~in aexchange ~~present~~for ~~balance~~modifications ofto ~~approximately~~the ~~$60,353,~~purchase ascontract ofdated ~~October~~November 312, 2012. The onterms orof ~~before~~the ~~January~~contract 6,were further extended in July 2013. The modified remaining terms of the contract are as follows:

431. Pay $3,000,000 to Jo Grant, only for the purpose of consummating the contract to buy and sell real estate (Land), between Jo Grant Mining, Inc. (as the Buyer), and a Texas limited liability company, (as the Seller), dated October 9, 2012, no later than October 31, 2013. .

~~3. To pay to Jo Grant a sum of $50,000, no later than January 6, 2013.~~48

42. ~~Provide~~Pay to Jo Grant ~~for~~ a ~~period~~sum of ~~99 years a 5% Net Smelter Royalty (“NSR”), with a minimum of~~ $~~10 per ton for the first 54~~100,~~350~~000, ~~tons~~no oflater ~~ore produced from the Silver Wing Mining Claims. The payment of the NSR shall be made not more~~ than 45October ~~days~~31, ~~after the close of the month during which the payment is received from the smelter or buyer on which such NSR is calculated~~2013.

~~The~~3. ~~property~~Provide ~~consists~~Jo Grant for a period of 1099 ~~patented~~years ~~mining~~a ~~claims~~5% ~~(70~~Net ~~acres~~Smelter Royalty (“NSR”), inon ~~San~~the ~~Juan~~Champion ~~County,~~Mining inClaims. ~~southwestern~~The ~~Colorado,~~payment ~~known~~of asthe NSR shall be made not more than 45 days after the ~~Silver~~close ~~Wing~~of ~~Mine~~the month during which the payment is received from the smelter or buyer on which such NSR is calculated. ~~The~~ ~~Company~~Additional ~~intends~~mineral torights ~~develop~~were aincluded ~~mining~~in ~~and~~the ~~milling~~modification ~~operation~~for towhich ~~produce~~Jo ~~gold,~~Grant ~~silver,~~will ~~copper,~~be ~~lead,~~provided ~~and~~for ~~zinc~~a ~~concentrates~~period of 99 years a 5% NSR.

~~Champion~~4. The Company and Jo Grant will enter into a contract for milling to process and mill up to 100,000 tons of ore from the Silver Wing Mine at a cost not greater than $75.00 per ton, on or before July 31, 2013. The execution of this contract has been suspended pending the results of fund raising activities.

OnThe ~~November~~Champion 2Mine, ~~2012,~~including the ~~Company~~additional ~~entered~~237 ~~into~~acres aof ~~contract~~mineral ~~for~~rights ~~purchase~~added in May 2013, consists of approximately 591 acres located in the ~~Champion~~San ~~Mine~~Juan Mountains at Silverton, Colorado. The ~~terms~~Mine is located within the rim of the ~~contract~~Silverton ~~provide~~Caldera ~~that~~complex at the ~~Company:~~southwestern extremity of the Colorado Mineral Belt.

1On October 31, 2013, the contracts for purchase of the Champion and Silver Wing Mines expired unconsummated. We ~~Issue~~currently anticipate that these contracts may be subject to Jorenegotiation. Therefore, ~~Grant~~until 24this occurs,~~000~~ the Company does not own the mines. As of August 31, 2013, as noted above, the Company has issued a total of 86 million pre-split (172,000 ~~four~~post-~~year~~split) ~~restricted~~shares of its Class A common stock to Jo Grant in connection with these purchase transactions. The shares issued are nonrefundable, and represent less than 1% of the Company's total shares of Class A ~~Common~~common ~~Stock~~stock onoutstanding oras ~~before~~of ~~January~~August 631, 2013. In addition, these shares are restricted for four years from the dates of issuance.

2.The ~~Pay~~Silver ~~$3,000,000~~Wing toMine was acquired by Jo Grant on October 17, ~~only~~2012 for ~~the~~cash ~~purpose~~consideration of ~~consummating~~approximately $20,000 and the ~~contract~~assumption toof ~~buy~~a ~~and~~note ~~sell~~payable ~~real~~totaling ~~estate~~approximately ~~(Land)~~$60,000. ~~between~~The right to acquire the Champion Mine was obtained by Jo Grant ~~Mining~~on October 9, ~~Inc.~~2012 ~~(as~~for ~~the~~cash ~~Buyer)~~consideration of approximately $20,000, ~~and~~which represents a ~~Texas~~non-refundable ~~limited~~payment ~~liability~~made ~~company,~~in ~~(as~~connection with the ~~Seller),~~$3 ~~dated~~million ~~October~~contract 9,to ~~2012,~~purchase nothe ~~later~~Champion ~~than~~Mine ~~January~~discussed ~~6, 2013; and~~above.

3.Management Toestimated ~~pay~~the tofair Jovalue ~~Grant~~of athe ~~sum~~36 ofmillion pre-split (72,000 post-split) 4-year restricted, non-refundable shares issued with the original purchase contracts was approximately $50100,000, nobased ~~later~~on ~~than~~the ~~January~~assets 6acquired. Therefore, the shares of common stock issued by the Company in November 2012 were initially recorded on the balance sheet as “Deferred acquisition costs”. Due to the expiration of the contracts this $100,000 was expensed as mineral property and exploration costs during the fourth quarter of fiscal year 2013.

The Champion Mine consists of approximately 354 acres located in the San Juan Mountains at Silverton, Colorado. The Mine is located within the rim of the Silverton Caldera complex at the southwestern extremity of the Colorado Mineral Belt.

King Solomon Mine

On September 18, 2009, the Company entered into a lease with an option to purchase the King Solomon Mine, in consideration for which the Company issued 5010,000~~,000~~ pre-split (~~10,000~~20 post-split) shares of restricted Class A Common Stock valued at $017.~~0035~~50 pre-split ($~~17.50~~8,750 post-split) per share (the quoted market price on the date the Company entered into the agreement and obtained the mining rights) totaling $175,000. The lease/option was for a period of three years. The stock was restricted from sale during the initial term of the lease. The lease/option automatically renewed and continued so long as ores, minerals, or metals are produced or sold. The lease granted the Company the exclusive right to perform exploration, mining, development, production, processing or any other activity that benefits the leased premises and required a minimum work commitment of $50,000 to be expended by the Company for each successive three year term during the term of the lease/option. The lease also required the Company to pay the lessor a 3.5% NSR on all mineral bearing ores. In addition, before royalties are computed, 5% of the value of NSR on all materials produced and sold from the mining property must be deducted for the purpose of a contingency reclamation reserve fund for paying potential reclamation costs, up to $200,000. The Company ~~had~~has the sole and exclusive option to purchase all of lessor's right, title and interest in the property for a total purchase price of $1,250,000~~. This~~, ~~amount~~payable ~~may be paid~~ in cash or other cash equivalents as mutually agreed by the lessor and the Company.

4449

On October 11, 2012, the Company entered into ana three-year extension and renewal of mining lease with option to purchase, effective September 18, 2012, for which the Company issued 250,000 pre-split (500 post-split) shares of restricted Class A Common Stock, with an additional 25,000 pre-split (50 post-split) shares to be issued upon each yearly anniversary. The mining lease with an option to purchase expires on September 18, 2015. The Company recorded $62,500 as mining rights and claims based upon the share price on the date of the transaction of $0.25 pre-split ($125 post-split) per share. The stock is ~~further~~ restricted for two years. The original work commitment outlined above is considered fulfilled. All other terms and conditions of the original lease remain in effect.

Pay Day and Rage Uranium Claim Group

On June 13, 2011, the Company purchased mineral rights to 63 mining claims in the state of Utah. The claims are referred to as The Pay Day and Rage Uranium Claim Group and are located in San Juan County northeast of Monticello, Utah. In consideration for the acquisition of these claims, the Company issued ~~250~~50,000~~,000~~ pre-split (~~50,000~~100 post-split) shares of restricted Class A Common Stock, which had a value of $150,000 on the purchase date, (based on the quoted market price on the date the Company entered into the agreement and obtained the mineral rights). The shares were issued in two blocks of ~~125~~25,000~~,000~~ pre-split (~~25,000~~50 post-split) shares each and ~~are~~were subject to lock-up provisions for periods of one and two years respectively, during which no sales or other conveyances of the shares ~~may~~could be undertaken. ~~The Company has paid all required annual fees through August 31, 2013 to the Bureau of Land Management and the claims remain in good standing.~~

Brooklyn Mine

On September 30, 2009, the Company entered into a lease with an option to purchase the Brooklyn Mine, in consideration for which the Company issued 7515,000~~,000~~ pre-split (~~15,000~~30 post-split) ( shares of restricted Class A Common Stock valued at $015.~~0031~~50 pre-split ($~~15.50~~7,750 post-split) per share (the quoted market price on the date of the Company entered into the agreement and obtained the mining rights) totaling $232,500. The lease/option was for a period of three years. The stock was restricted from sale during the initial term of the lease. The lease/option automatically renewed and continued so long as ores, minerals, or metals are produced or sold. The lease granted the Company the exclusive right to perform exploration, mining, development, production, processing or any other activity that benefits the leased premises and ~~requires~~required a minimum work commitment of $150,000 for the first year, $200,000 for the second year and $250,000 for the third year to be expended by the Company. The lease also required the Company to pay the lessor a 5% NSR on all mineral bearing ores. In addition, before royalties are computed, 5% of the value of NSR on all materials produced and sold from the mining property must be deducted for the purpose of a contingency reclamation reserve fund for paying potential reclamation costs, up to $500,000. The Company had the sole and exclusive option to purchase all of lessor's right, title and interest in the property for a total purchase price of $4,000,000, plus a perpetual 2% NSR. This amount was to be paid in cash or other cash equivalents as mutually agreed by the Company and the lessor.

The lease with an option to purchase for the Brooklyn Mine was terminated on September 6, 2012. After extensive analysis of potential acid mine drainage problems, wethe Company decided not to seek to renew the lease. Pursuant to the lease, work commitment expenses not spent on the properties were due to the lessors in cash or cash equivalents, including additional shares of Company stock. Failing to negotiate the anticipated lease renewal, on November 1, 2012 the Company issued 6,397,300 pre-split (12,795 post-split) shares of restricted Class A Common Stock, valued at $660,834 on the date of issue to satisfy all terms of the lease.

5. Notes payable – related parties

As of August 31, ~~2012~~2013, the Company has notes payable to related parties, including accrued interest, of $9195,~~105~~818 and $~~247~~261,~~809~~440 with its chief executive officer (“CEO”) and its chief financial officer (“CFO”), respectively. In connection with the borrowings, the Company executed unsecured promissory notes (“Notes”) which ~~are due six months from the dates of issue and~~ accrue interest at 6.5% per annum (or 18% per annum, if the Notes are in default). The funds received in exchange for the Notes have primarily been used by the Company to finance working capital requirements. On April 8, 2011, the Company secured the amounts owed to the CEO and CFO, with the Mill, and filed Second Deeds of Trust in San Juan County, Colorado. In connection with the Deeds of Trust, all of the individual Notes were combined into two promissory Notes, and are now due in their entirety on December 31, 2012. None of the Notes are currently in default. During each of the years ended August 31, 2012 and 2011 the Company recorded interest expense of $18,393 and $18,486, respectively.

On April 8, 2011, the Company secured the amounts owed to the CEO and CFO, with the Mill, and filed Second Deeds of Trust in San Juan County, Colorado. In connection with the Deeds of Trust, all of the individual Notes were combined into two promissory Notes, and are due in their entirety on December 31, 2013. None of the Notes are currently in default. During the years months ended August 31, 2013 and 2012 the Company recorded interest expense of $18,343, and $18,393, respectively.

6. Promissory notes payable

On September 12, 2011, the Company entered into a settlement agreement and mutual general release with an individual that had originally filed a breach of contract complaint against the Company in November 2009 (the “Plaintiff”) and the Company agreed to pay the Plaintiff $80,000 with interest of 8.00% per annum due in full on September 12, 2013. AtThe ~~August~~Company ~~31,~~has ~~2011,~~recorded ~~the~~interest ~~Company~~expense ~~had~~of ~~accrued~~ $806,~~000~~400 ~~related~~and to$6,207 ~~this~~for ~~settlement. During~~ the ~~year~~years ended August 31, 2013 and 2012, ~~this~~respectively. The ~~accrued~~Company ~~liability~~did ~~was~~not ~~reclassified~~pay tothe ~~a long-term~~ note ~~payable~~when init ~~accordance~~was ~~with~~due ~~the~~and ~~settlement~~interest ~~agreement. Interest~~is ~~expense~~now ofbeing ~~$6,207~~accrued ~~has~~at ~~been recorded for~~ the ~~year~~default ~~ended~~rate ~~August~~of ~~31, 2012~~18%.

45On December 22, 2011, the Company entered into a promissory note with one of its vendors in exchange for $24,000. The promissory note bears interest at 6.5% per annum and was due on June 22, 2012. In June 2012, the note was extended, and was extended again on December 30, 2012 and is now due on December 31, 2013. All other terms remain the same. In exchange for extension of the due date, the note is now secured by a Deed of Trust on the Company's Pride of the West Mill. If the Company fails to pay off the note on its due date, the entire principal and accrued interest will bear interest at 18% per annum. The Company recorded interest expense of $1,560 and $1,081 for the years ended August 31, 2013 and 2012, respectively.

On December 22, 2011, the Company entered into a promissory note with one of its vendors in exchange for $24,000. The promissory note bears interest at 6.5% per annum and was due on June 22, 2012. In June 2012, the note was extended, and is now due on December 22, 2012. All other terms remain the same. If the Company fails to pay off the note on its due date, the entire principal and accrued interest will bear interest at 18% per annum. The Company recorded interest expense of $1,081 for the year ended August 31, 2012.

7. Convertible notes

Delaware Partnership Investor

At September 1, ~~2011~~2012, the Company owed the Delaware Partnership Investor $8760,~~261~~536 (net of unamortized discounts of $~~212~~136,~~739~~465), under multiple funding arrangements. During the year ended August 31, ~~2012~~2013, the Company issued ~~two~~13 convertible notes under ~~multiple~~ funding arrangements with the Delaware Partnership Investor, totaling $65397,000, which bear interest at 6.25% to 10% per annum ~~one~~with ~~note~~maturities ~~matured~~from onOctober ~~September 12~~3, ~~2012~~2013 ~~and one matures on November 23, 2012. On December 23, 2011, the Company also issued a $150,000 multi-tranche convertible note, which provided for multiple disbursements~~ through ~~April 16, 2012, all of which were received as of~~ August 3130, ~~2012~~2014. OnProceeds ~~May~~from ~~25,~~six ~~2012, the Company issued a $112,000 multi-tranche convertible note, which provides for multiple disbursements through July 9, 2012, all~~ of ~~which were received as of August 31, 2012. For financial statement purposes, each tranche is treated as a distinct note. Therefore, during~~ the ~~year ended August 31~~notes, ~~2012~~totaling ~~the Company received a total of~~ $~~327~~120,000 ~~from~~were ~~the Delaware Partnership Investor, in addition to $50,000~~ used ~~specifically~~ to ~~pay~~reduce ~~down~~ the ~~mortgage~~mill ~~on the Mill (Note 3)~~mortgage. The notes are convertible at any time, at the option of the holder, into shares of Class A common stock of the Company at a conversion ~~rate~~rates of 5040% of the average of the two lowest volume-weighted average closing prices of the Company’s Class A common stock for the ten trading days immediately prior to the date a conversion notice is received by the Company. The Company recorded adiscounts ~~discount~~ in the amount of $~~377~~397,000 related to the conversion features on the notes issued during the year ended August 31, ~~2012~~2013 (Note 8). During the year ended August 31, ~~2012~~2013, $~~480~~297,~~000~~092 of the convertible notes were converted into common stock (any unamortized debt discount related to the converted notes was immediately charged to interest expense on the day the notes were converted). During the year ended August 31, ~~2012~~2013, the Company recorded $~~233~~188,~~086~~585 of debt discount amortization and the carrying value of the notes was $60113,~~536~~195 (net of unamortized discounts of $~~136~~183,~~465~~712) as of August 31, ~~2012~~2013. On ~~October~~June 318, ~~2012~~2013, the Company ~~issued~~secured a $52278,~~000~~802 ~~multi-tranche~~of ~~convertible~~the ~~note,~~amounts ~~which~~owed ~~provides~~to ~~for~~the ~~multiple~~Delaware ~~disbursements~~Partnership ~~through October 12~~Investor, ~~2012,~~with ~~all~~the ofMill. On ~~which~~September ~~were~~12, ~~received~~2013, asa ofthird ~~the~~Deed ~~filing date~~ of ~~this~~Trust ~~report.~~on ~~The terms of~~ the ~~note~~Mill ~~are~~was ~~substantially~~filed ~~the~~in ~~same~~San asJuan ~~described~~County, ~~above~~Colorado.

New York Private Investors

At September 1, ~~2011~~2012, the Company owed the New York Private Investors $5169,~~062~~913 (net of unamortized discount of $4812,~~938~~087), under multiple funding arrangements. During the year ended August 31, ~~2012~~2013, the Company issued ~~two~~five convertible notes for $~~100~~220,~~000~~820 under ~~two~~ funding arrangements with athe group of New York Private Investors~~. The~~, ~~notes~~bearing ~~bear~~ interest at 8% per annum~~. One~~ ~~note~~and ~~matured~~with onmaturities ~~June~~between 21July 29, ~~2012~~2013 and ~~one~~May ~~note matured on November 8~~29, ~~2012~~2014. The notes are convertible at any time after 180 days from the date of the note’s execution, at the option of the holder, into shares of Class A common stock of the Company at a conversion ~~rate~~rates of 5835%, 45% and 51% of the average of the three lowest volume-weighted average closing prices of the Company’s Class A common stock for the ten or thirty trading days immediately prior to the date a conversion notice is received by the Company. The Company recorded a debt discount of $~~100~~220,~~000~~820 relating to the conversion ~~feature~~features of the ~~note~~notes. During the year ended August 31, ~~2012~~2013, $~~118~~116,~~000~~200 of the convertible notes were converted into Class A common stock (any unamortized debt discount related to the converted notes was immediately charged to interest expense on the day the notes were converted). For the year ended August 31, ~~2012~~2013, the Company recorded debt discount amortization of $~~109~~137,~~081~~659 and the carrying value of the notes as of August 31, ~~2012~~2013 was $6992,~~913~~517 (net of unamortized discounts of $1294,~~087~~103). On October 24, 2012, the Company issued a convertible note for $53,000. The note is convertible at any time after 180 days from the date of the note's execution, at the option of the holder, into shares of Class A common stock of the Company at a conversion rate of 35% of the average of the three lowest volume-weighted average closing prices of the Company's Class A common stock for the thirty days immediately prior to the date a conversion notice is received by the Company.

~~Conversion~~New ofYork ~~accounts~~Alternative ~~payable~~Investment Firm

During the year ended August 31, ~~2011~~2013, the Company ~~entered~~issued ~~into~~four anconvertible ~~agreement~~notes for $246,484 under funding arrangements with a ~~vendor~~New ~~whereby~~York ~~the~~Alternative ~~balance~~Investment ~~owed~~Firm, bearing tointerest ~~the~~at ~~vendor~~12% ~~for~~per ~~past~~annum ~~services~~with ofmaturities between December ~~$28~~13,~~661~~ ~~was~~2013 ~~exchanged~~and ~~for~~April a8, ~~convertible~~2014. ~~promissory~~Proceeds ~~note~~from ~~bearing~~two ~~interest~~of atthe ~~6.5%~~notes were ~~per~~used ~~annum. The~~to ~~Company~~reduce isthe ~~required~~mill tomortgage ~~make~~by ~~monthly~~$175,984, ~~payments~~are ~~under~~convertible ~~the~~into ~~terms~~shares of ~~the~~Class ~~note;~~A ~~however,~~common ~~the~~stock. The ~~note~~remaining ~~holder~~two ~~has~~notes ~~the~~mature ~~right~~on atFebruary ~~its~~8, ~~election~~2014. The tofour ~~convert~~notes ~~all~~are orconvertible ~~part~~at any time from the date of the ~~outstanding~~note’s ~~principal~~execution, ~~and~~at ~~interest~~the ~~into~~option of the ~~Company’s~~holder, into shares of Class A common stock of the Company at a conversion rate of 7045% of the ~~average of the two~~ lowest volume-weighted average closing prices of the Company’s Class A common stock for the ~~ten~~five trading days immediately prior to the date a conversion notice is received by the Company. The Company recorded a debt discount of $27246,~~550~~484 relating to the conversion ~~feature~~features of the ~~note~~notes. InDuring ~~August 2011,~~ the ~~Company~~year ~~and~~ended ~~the~~August ~~vendor~~31, ~~agreed~~2013, to$133,555 ~~increase the amount~~ of the convertible ~~promissory~~notes ~~note~~were ~~for~~converted ~~additional~~into ~~past~~Class ~~services~~A ~~owed~~common ~~totaling~~stock ~~$2,081~~(any ~~and~~unamortized ~~agreed~~debt todiscount ~~defer~~related ~~the~~to ~~initial monthly payment on~~ the ~~note~~converted ~~until~~notes ~~January~~was ~~2012,~~immediately ~~while~~charged ~~all~~to ~~other~~interest ~~terms~~expense ofon the ~~note~~day ~~were unchanged. The Company recorded a debt discount of $2,081 related to~~ the ~~conversion~~notes ~~feature~~were ~~of the increased portion of the note~~converted). For the year ~~ending~~ended August 31, ~~2012~~2013, the Company recorded debt discount amortization of $2102,~~975~~118 and the carrying value of the ~~note~~notes as of August 31, ~~2012~~2013 was $1063,~~633~~117 (net of unamortized ~~discount~~discounts of $~~508~~49,813).

46San Diego Private Investor

During the year ended August 31, 2013, the Company issued three convertible notes for $75,000 under a funding arrangement with a San Diego Private Investor. The notes are interest free for the first three months, then a one-time interest charge of 12% is applied to the principal balance. The notes mature on April 10, 2014, June 4, 2014 and August 28, 2014 and are convertible at any time from the date of the note’s execution, at the option of the holder, into shares of Class A common stock of the Company at a conversion rate of the lesser of $0.0025 pre-split ($1.25 post-split) or 60% of the lowest closing price of the Company’s Class A common stock for 25 trading days immediately prior to the date a conversion notice is received by the Company. The Company recorded a debt discount of $75,000 relating to the conversion features of the notes. During the year ended August 31, 2013, none of the convertible notes were converted into Class A common stock. For the year ended August 31, 2013, the Company recorded debt discount amortization of $16,027 and the carrying value of the notes as of August 31, 2013 was $16,027 (net of unamortized discounts of $58,973).

8. Derivative Liabilities

In accordance with ASC 815-15, Embedded Derivatives, the Company determined that the conversion features of the convertible notes described in Note 7 meet the criteria of an embedded derivative, and therefore the conversion features of the debt have been bifurcated and accounted for as derivatives. The debt does not meet the definition of “conventional convertible debt” because the number of shares which may be issued upon the conversion of the debt is not fixed. Therefore, the conversion features, pursuant to ASC 815-40, Contracts in Entity’s Own Equity, have been accounted for as derivative liabilities. The Company adjusts the fair value of these derivative liabilities to fair value at each reporting date.

The Company uses a valuation pricing model to calculate the fair value of its derivative liabilities. Key assumptions used to apply this model were as follows:

	Year ended			Year ended	~~Year ended~~
	August 31, 2012				August 31, 2011
	August 31, 2013			August 31, 2012
Expected term	10 to 12 months			1 to 12 months	~~2 to 12 months~~
Volatility	232%-922%	~~186%-570~~	%	186% - 570%		~~157%-766~~	%
Risk-free interest rate	0.02 - 0.19%	~~0.01 - 0.20~~	%	0.01 - 0.20%		~~0.02 - 0.31~~	%
Dividend yield	0%	0	%	0%		0	%

The following table represents the Company’s derivative liability activity for the embedded conversion features for the year ended August 31, ~~2012~~2013:

Balance at August 31, 2011	$	529,146
Balance at September 1, 2012	$	469,370
Issuance of derivative liabilities		~~916~~2,~~933~~759,830
Derecognition of derivative liabilities related to conversion of convertible debt		(1,~~276~~308,~~017~~480	)
Derecognition of derivative liabilities related to paydown of convertible debt		(9,713	)
Gain on derivative liabilities		(496,605	)
Loss on derivative liabilities		309,021
Balance at August 31, 2013	$	1,424,115
Balance at August 31, 2012	$	469,370

9. Stockholders’ Deficit

Effective September 12, 2012, FINRA approved a 1 for 5,000 reverse stock split of the Company's Class A common stock. On October 11, 2012, the symbol became “CGFI.” The post-split shares are assigned the new CUSIP number of 19647Y609. The following describes transactions in both pre-split and post-split shares where applicable. All references to Class A common stock in these financial statements have been adjusted to reflect the post-reverse split amounts.

Fiscal Year 2011 Common Stock Transactions

Class A Common Stock

~~During~~As ~~the~~a ~~year~~result ~~ended August 31, 2011, the stockholders~~ of the ~~Company~~rounding ~~and~~provision ~~the Board~~ of ~~Directors approved an amendment to~~ the ~~articles~~reverse ofstock ~~incorporation~~splits, ofwhich ~~the~~stated ~~Company~~that tofractional ~~establish and fix the number of authorized~~ shares ofalways ~~Class~~be Arounded ~~Common~~up ~~Stock~~to ~~that~~ the ~~Company~~nearest ~~can~~whole ~~have outstanding at five billion (5~~share,~~000,000,000~~ ~~pre-split),~~361 ~~(1,000,000~~new ~~post-split),~~Class ~~and~~A ~~subsequently~~common ~~approved another amendment to the articles of incorporation of the Company to establish and fix the number of authorized~~ shares ofwere ~~Class~~issued Aduring ~~Common Stock that~~ the ~~Company~~year ~~can~~ended ~~have~~August ~~outstanding at fifteen billion (15~~31,~~000,000,000~~ ~~pre-split), (3,000,000 post-split)~~2013.

47During the year ended August 31, 2012, the Company converted debt and derecognized derivative liabilities totaling $1,892,844 into 1,829,997 pre-split (3,660 post-split), shares of restricted Class A Common Stock.

OnDuring ~~April 18, 2011,~~ the ~~Board of~~year ~~Directors~~ended ~~amended~~August ~~the 2008 Employee Plan defining eligible persons to be: “officers~~31, ~~directors~~2012, ~~employees, consultants, and advisors of~~ the Company ~~and/or~~issued ~~one or more of its subsidiaries~~9,131 ifpre-split ~~any.” On~~(18 ~~June 1~~post-split), ~~2011,~~shares ~~the Board~~ of ~~Directors~~restricted ~~amended~~Class ~~the~~A ~~name~~Common ofStock ~~the~~in ~~2008~~partial ~~Employee~~satisfaction ~~and~~of ~~Director~~costs ~~Stock~~associated ~~Compensation~~with ~~Plan~~the toKing ~~“2008~~Solomon ~~Stock~~mining ~~Compensation Plan~~lease."

~~During~~As ~~the~~of ~~year ended~~ August 31, ~~2011~~2012, the Company ~~issued~~was ~~226~~authorized to grant up to 3,~~000~~322,~~000~~160 pre-split (456,~~200~~645 post-split), shares ofunder ~~restricted~~the ~~Class~~2008 ~~A Common~~ Stock toCompensation ~~four~~Plan ~~consultants~~(formerly ~~for~~the ~~corporate~~2008 ~~communications~~Employee ~~services~~Stock ~~and~~Compensation ~~business~~Plan), ~~and~~of ~~financial~~which ~~services~~2,430,820 ~~valued~~pre-split ~~at $0.0006 to $0.0022~~ (~~the~~4,862 ~~quoted~~post-split) ~~market~~had ~~prices~~been issued as of ~~the~~August ~~date of the issuances) per share~~31, ~~which resulted in $257,200 being recorded as expense~~2012. During the year ended August 31, ~~2011~~2012, ~~the Company converted debt and derecognized derivative liabilities totaling $~~2,~~771~~254,~~502~~706 ~~into 2,147,165,941~~ pre-split (~~429~~4,~~433~~509 post-split), shares of ~~restricted~~ Class A Common Stock valued at $0. ~~During~~0001 to $0.0005 per share (the ~~year~~quoted ~~ended~~market ~~August~~prices ~~31,~~at ~~2011,~~the dates of the ~~Company~~respective ~~also~~stock grants), were issued ~~250~~to employees and consultants for services rendered,~~000~~ which resulted in $978,~~000~~217 ~~pre-split~~being ~~(50~~recorded as expense,~~000~~ ~~post-split)~~$21,580 ~~shares~~as ofprepaid ~~restricted~~expense, ~~Class~~$450,207 Aas ~~Common~~a ~~Stock~~reduction ~~valued~~in ataccounts payable and $~~150~~682,~~000~~560 ~~for~~as ~~the~~a ~~purchase~~reduction ofin ~~mineral~~accrued ~~claims~~liabilities.

AsOn ofOctober ~~August 31~~22, ~~2011~~2012, the Company isamended ~~authorized~~its toArticles ~~grant~~of upIncorporation toin ~~1,865,000,000~~part ~~pre-split~~to ~~(373,000~~establish ~~post-split),~~and ~~shares~~fix ~~under~~ the ~~2008~~total ~~Consultants~~number ~~Plan,~~ of ~~which 1,860,455,943 pre-split (372,091~~ post-split), ~~shares~~authorized ~~have been issued as of August 31, 2011. During the year ended August 31, 2011, 1,021,250,400 (204,250 post-split),~~ shares of Class A Common Stock, ~~were~~par ~~issued~~value ~~to consultants for services rendered valued at~~ $0.~~0007~~001 ~~to $0.0024~~ per share, ~~(the~~that ~~quoted market prices at~~ the ~~dates~~Company ofis ~~the~~authorized ~~respective~~to ~~stock grants)~~issue, ~~which~~at ~~resulted~~one inbillion ~~$723~~(1,~~890 being recorded as expense~~000, ~~$238~~000,~~142 recorded as a reduction in accounts payable, and $113,940 being recorded as prepaid expense~~000). ~~During the year ended August 31, 2011, the Company recorded expense of $134,990 for prepaid services previously issued in shares that have been earned during the period.~~

As of August 31, 2011, the Company is authorized to grant up to 6,110,800,000 pre-split (1,222,160 post-split), shares under the 2008 Employee Plan, of which 2,703,745,633 pre-split (540,749 post-split), have been issued as of August 31, 2011. During the year ended August 31, 2011, 2,353,070,100 pre-split (470,614 post-split), shares of Class A Common Stock were issued to employees for services rendered valued at $0.0004 to $0.0021 per share (the quoted market prices at the dates of the respective stock grants), which resulted in $1,252,057 being recorded as expense and $220,883 recorded as a reduction in accounts payable, and $77,200 being recorded as prepaid expense.53

On June 19, 2013, the Company filed a revised DEF 14C with the SEC amending its Articles of Incorporation in part to establish and fix the total number of post-split authorized shares of Class BA Common Stock, par value $0.001 per share, that the Company is authorized to issue, at one billion (1,000,000,000). The Amendment became effective on July 9, 2013.

InDuring ~~February 2009,~~ the ~~Company~~year ~~authorized~~ended aAugust ~~new~~31, ~~series~~2013, ofthe ~~common~~Company ~~stock~~converted ~~designated~~debt asand ~~Class~~derecognized Bderivative ~~Common~~liabilities ~~Stock~~totaling ~~with~~ $~~0.001~~1,870,545 ~~Par~~into ~~Value. Class B Common Stock is not convertible~~12,136,178 ~~has~~post-split ~~no preference over Class A Common Stock and~~ shares ~~equally~~of inrestricted ~~dividends with~~ Class A Common Stock. ~~The total number of authorized Class B Common Stock is 500,000,000 shares, and each share of Class B common stock is entitled to two votes.~~

OnDuring ~~February~~the 27year ended August 31, ~~2009~~2013, the Company ~~announced~~issued ~~that~~86,250,000 ~~the~~pre-split ~~beneficial~~(172,500 ~~owners~~post-split) ofnon-refundable ~~Class~~shares ~~A Common Stock as~~ of ~~that date will be issued one share of~~ restricted Class BA Common Stock ~~and~~in ~~one~~partial ~~restricted~~satisfaction ~~Class~~of Bcosts ~~warrant,~~associated ~~(“Class~~with Bthe ~~Securities”)~~King ~~for~~Solomon ~~every~~mining ~~four~~lease ~~shares~~renewal ofand ~~Class~~in Apartial ~~common~~satisfaction ~~stock. The Class B warrants have a term~~ of ~~one~~the ~~year~~acquisition ~~from date~~ of ~~issuance~~the atSilver anWing ~~exercise~~and ~~price~~Champion ~~of $0~~properties.~~50 per share.~~ The ~~Class~~Company Balso ~~Securities will be~~ issued ~~only to~~6,397,300 ~~and~~pre-split in(12,795 ~~the~~post-split) ~~name~~shares of ~~bona~~restricted ~~fide and verified beneficial owners of~~ Class A ~~common~~Common ~~stock. In~~Stock ~~order~~in ~~for~~satisfaction ~~Series A common stockholders to receive Class B Securities, certain conditions must be met. As~~ of ~~August~~costs ~~31,~~associated ~~2011,~~with ~~40,744,353~~the ~~(out~~Brooklyn ofwork ~~a potential of 50,376,756) Class B Securities have been issued under this corporate action~~commitment.

~~The~~During ~~date~~the ofyear ~~any~~ended ~~future~~August ~~issuances~~31, 2013, 35,033,527 post-split shares of Class BA ~~Securities~~Common isStock ~~uncertain~~valued at $0. On0005 ~~March~~to 9,$230 ~~2010,~~per share (the ~~Board~~quoted ofmarket ~~Directors~~prices ~~extended~~at the ~~maturity~~dates ~~date~~ of the ~~Class~~respective Bstock ~~Warrants~~grants), were issued to ~~February~~employees 27and consultants for services rendered, ~~2011;~~which ~~therefore~~resulted ~~all~~in ~~warrants~~$935,266 ~~not~~being ~~exercised~~recorded ~~have~~as ~~expired. All~~expense, ~~other~~$38,740 ~~terms~~as ofprepaid ~~the~~expenses, ~~Class~~$557,194 Bas ~~Warrants~~a ~~remain~~reduction ~~the~~in ~~same~~accounts payable, and $1,420,122 as a reduction in accrued liabilities.

InOn ~~September~~April ~~2010~~18, a2013 ~~total~~the ofCompany ~~449~~filed amendments to its two stock compensation plans. The amendments provided for an additional 50,~~623~~000,~~244~~000 ~~shares~~pre-split of(100,000 ~~restricted~~post-split), Class BA ~~Common~~common ~~Stock~~stock ~~were~~shares ~~issued~~ to be available for issuance under each of the ~~CEO~~2008 Non-qualified Consultants and ~~CFO~~Advisors inStock ~~exchange~~Compensation ~~for~~Plan and the ~~CEO~~2008 ~~and~~Stock ~~CFO~~Compensation ~~agreeing~~Plan. On ~~not~~August to5, ~~accept~~2013, ~~issuances~~the ofCompany ~~Class~~filed Aadditional ~~Common~~amendments ~~Stock~~which provided for aan ~~period~~additional of20,000,000 ~~one~~post-split ~~year~~shares to be issued under each plan. ~~The~~As ~~value~~of ~~attributable~~August to31, ~~this~~2013, ~~transaction~~the ~~was~~Company ~~determined~~is authorized to begrant ~~nominal~~up to 20,146,644 shares under the 2008 Stock Compensation Plan (formerly the 2008 Employee Stock Compensation Plan), and 20,140,746 shares under the 2008 Non-qualified Consultants and Advisors Stock Compensation Plan of which 7,038,378 have been issued as of August 31, 2013.

~~During the year ended August 31, 2011, 1,141 Class B warrants were exercised, resulting in cash proceeds of $570 and the issuance of 1,141 shares of Class B~~ Common Stock~~. An~~ ~~additional~~Transactions ~~2,795~~Subsequent ~~shares of Class B Common Stock were issued pursuant~~ to ~~the~~August ~~2009 corporate action. In October 2010~~31, ~~the Board of Directors amended the voting rights of Class B shares. Each Class B share is now entitled to 100 votes.~~2013

48Subsequent to August 31, 2013, the Company issued 309,295,910 shares of Class A Common Stock pursuant to the conversion of debt totaling $252,293.

~~Fiscal~~10. ~~Year 2012 Common Stock Transactions~~Litigation

Class A Common Stock

In January 2012, the stockholders approved an amendment to the articles of incorporation of the Company to establish and fix the number of authorized shares of Class A Common Stock that the Company can have outstanding at thirty five billion (35,000,000,000) pre-split, (7,000,000 post-split).

During the year ended August 31, 2012, the Company converted debt and derecognized derivative liabilities totaling $1,892,844 into 9,149,983,706 pre-split (1,829,997 post-split), shares of restricted Class A Common Stock.

During the year ended August 31, 2012, the Company issued 45,656,400 pre-split (9,131 post-split), shares of restricted Class A Common Stock in partial satisfaction of costs associated with the King Solomon mining lease.

As of August 31, 2012, the Company is authorized to grant up to 16,610,800,000 pre-split (3,322,160 post-split), shares under the 2008 Stock Compensation Plan (formerly the 2008 Employee Stock Compensation Plan), of which 12,154,099,933 pre-split (2,430,820 post-split) have been issued as of August 31, 2012. During the year ended August 31, 2012, 11,273,529,300 pre-split (2,254,706 post-split), shares of Class A Common Stock valued at $0.0001 to $0.0005 per share (the quoted market prices at the dates of the respective stock grants), were issued to employees and consultants for services rendered, which resulted in $978,217 being recorded as expense, $21,580 being recorded as prepaid expense, $450,207 recorded as a reduction in accounts payable and $682,560 as a reduction in accrued liabilities.

Common Stock Transactions Subsequent to August 31, 2012

As a result of the rounding provision of the reverse stock split, which stated that fractional shares always be rounded up to the nearest whole share, 224 new Class A shares were created on September 12, 2012.

On October 22, 2012, the Company amended its Articles of Incorporation in part to establish and fix the total number of authorized shares of Class A Common Stock, par value $0.001 per share, that the Company is authorized to issue, at one billion (1,000,000,000).

Subsequent to August 31, 2012, the Company issued 802,220 post-split shares of its Class A Common Stock to employees, directors, consultants, and advisors for services under the 2008 Stock Compensation Plan (formerly the 2008 Employee Stock Compensation Plan), valued at $166,149, and 964,790 post-split shares of restricted Class A Common Stock pursuant to the conversion of debt valued totaling $263,662.

Subsequent to August 31, 2012, the Company issued 250,000 two-year restricted post-split Class A common stock shares to the owner of the King Solomon Mine in partial consideration for the extension and renewal of the Company’s mining lease with option of that property.

Subsequent to August 31, 2012, the Company issued 36,000,000 four-year restricted post-split Class A common stock shares to the owner of the Silver Wing Mine and the Champion Mine in partial consideration for the acquisition of those properties.

10. Transactions with Former President and CEO

During the years ended August 31, 2012 and 2011, the Company recorded $28,563 and $85,713, respectively of litigation settlement activities, and interest expense related to proceedings with the former President and CEO, Todd C. Hennis. Accounts payable and accrued liabilities at August 31, 2012 and 2011, include $459,879 and $431,316, respectively, due to Mr. Hennis, and entities substantially owned by him. These amounts are the subject of litigation, more fully described in Note 12.

11. Income Taxes

The reconciliation between the expected federal income tax benefit computed by applying the Federal statutory rate to loss before income taxes and the actual benefit for taxes on loss for the years ended August 31, 2012 and 2011 are as follows:

	2012			2011
Expected income tax benefit at statutory rate	$	1,504,851		$	2,157,188
State taxes		107,489			154,085
Permanent differences		(503,458	)		(767,905	)
Other		(6,529	)		(28,958	)
Change in valuation allowance		(1,102,353	)		(1,514,410	)
Income tax benefit	$	-		$	-

The Company has net operating loss carry-forwards (“NOLs”) for tax purposes of approximately $14,428,000 as of August 31, 2012. These NOLs expire in the years 2023 through 2031. On June 17, 2007, a change in control occurred which may substantially limit utilization of net operating losses incurred prior to that date.

The Company’s deferred tax assets as of August 31, 2012 and 2011 are estimated as follows:

	2012			2011
Net operating losses	$	5,409,030		$	4,647,527
Property, plant and equipment		762,024			630,959
Stock-based compensation		1,299,287			1,089,502
Deferred tax assets		7,470,341			6,367,988
Valuation allowance		(7,470,341	)		(6,367,988	)
Net deferred tax assets	$	-		$	-

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has provided a valuation allowance of 100% of its net deferred tax asset due to the uncertainty of generating future profits that would allow for the realization of such deferred tax assets.

12. Litigation

The Company is involved in the following legal proceeding:

San Juan Properties and Hennis Proceedings

On April 6, 2009, Todd C. Hennis (the former President and CEO of the Company), and entities San Juan Corp., and Salem Minerals Inc. (which are substantially owned by Mr. Hennis), served upon the Company a Complaint seeking among other things, a $100,000 payment pursuant to the option agreement, and release from his shareholder lock-up agreement and from Rule 144 trading restrictions on approximately ~~51,500,000 pre-split (~~10,300 ~~post-split)~~ shares of Class A Common Stock held by Mr. Hennis. On May 12, 2009, a counter-claim with jury demand was filed against Mr. Hennis and his entities for wrongful conversion, breach of duty of loyalty, lack of good faith, breach of fiduciary duty, and significant conflicts of interest.

Hennis filed a Motion for Summary Judgment on October 16, 2009. On September 2, 2010, the court granted partial summary judgment in favor of Mr. Hennis and awarded him damages of $230,707. On September 22, 2010, the court awarded additional damages in the amount of $114,896 to Mr. Hennis for a total of $345,603, which has been recorded as an accrued liability by the Company as of August 31, ~~2011~~2012 and ~~May~~August 31, ~~2012~~2013. On March 25, 2011, the court awarded an additional $58,989 to Hennis for attorney’s fees, which ~~has~~was ~~been~~ accrued as of August 31, ~~2011~~2012. However, ~~and~~in April 2012, the Court of Appeals remanded the award of attorney’s fees and therefore the accrual has been reduced by $58,989.

~~On August 31, 2012, The Company filed a Petition of Certiorari with the Colorado Supreme Court. As of the date of this report, the Company is awaiting the Supreme Court’s decision.~~54

51On August 31, 2012, The Company filed a Petition of Certiorari with the Colorado Supreme Court. On May 23, 2013, the Supreme Court denied the Company’s Petition of Certiorari. The judgment ($345,603) is affirmed, the order awarding plaintiffs their trial attorney fees ($58,989) and costs is vacated, and the case is remanded for further proceedings.

~~ITEM~~On 9June 5, 2013, Hennis filed a motion to release funds of approximately $85,300, from the San Juan County court registry. ~~CHANGES~~These INfunds ~~AND~~were ~~DISAGREEMENTS~~placed ~~WITH~~into ~~ACCOUNTANTS~~the ONcourt ~~ACCOUNTING~~registry ~~AND~~as ~~FINANCIAL~~a ~~DISCLOSURE~~result of a garnishment order on April 18, 2011.

Post Judgment Collection Actions by Hennis

On August 23, 2013, Hennis attempted to have a receiver appointed to take control over the Company by means of an Ex Parte Motion for the Appointment of a Receiver filed in Jefferson County, Colorado. This motion was denied by the court on September 4, 2013. The court’s order stated, “Should plaintiffs wish to pursue their Rule 66 motion, they should serve their complaint and motion upon defendant and, after service is effected, contact the court to request a forthwith hearing.”

Recreation Properties, Thomas A. Warlick

On December 5, 2013, Recreation Properties, Thomas A. Warlick, President, served upon the Company, C. Stephen Guyer, and Lee R. Rice a Complaint alleging; 1) Default Upon a Promissory Note Payable, 2) Breach of Contract, Breach of Fiduciary Duty (Guyer and Rice), and Fraudulent Transfer Under CRS §§ 38-8-105(1)(b) & 106(1). The Complaint seeks a judgment in favor of Recreation Properties, recovery of funds transferred to Guyer and Rice during the last four years preceding the complaint, and avoidance of the Deeds of Trust granted to Guyer and Rice. The Company is preparing its answer to the Complaint, which is due on December 25, 2013.

11. Income Taxes

	2013			2012
Expected income tax benefit at statutory rate	$	2,184,882		$	1,504,851
State taxes		156,063			107,489
Permanent differences		(758,330	)		(503,458	)
Other		(1,367	)		(6,529	)
Change in valuation allowance		(1,581,248	)		(1,102,353	)
Income tax benefit	$	-		$	-

The Company has net operating loss carry-forwards (“NOLs”) for tax purposes of approximately $16,558,000 as of August 31, 2013. These NOLs expire in the years 2023 through 2032. On June 17, 2007, a change in control occurred which may substantially limit utilization of net operating losses incurred prior to that date.

The Company’s deferred tax assets as of August 31, 2013 and 2012 are estimated as follows:

	2013			2012
Net operating losses	$	6,209,065		$	5,409,030
Property, plant and equipment		1,064,994			762,024
Stock-based compensation		1,777,530			1,299,287
Deferred tax assets		9,051,589			7,470,341
Valuation allowance		(9,051,589	)		(7,470,341	)
Net deferred tax assets	$	-		$	-

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

In accordance with Item 304(b) of Regulation S-K, there are no changes or disagreements to report.

~~ITEM~~Item 9A. ~~CONTROLS~~ Controls ~~AND~~and ~~PROCEDURES~~Procedures

Disclosure Controls and Procedures

As of August 31, ~~2012~~2013, under the supervision and with the participation of our Chief Executive Officer (Principal Executive Officer), and Chief Financial Officer (Principal Financial Officer), management has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective as of August 31, ~~2012~~2013 as a result of the material weakness in internal control over financial reporting discussed below.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO Framework").

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of August 31, ~~2012~~2013. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of August 31, ~~2012~~2013. Our Chief Executive Officer and Chief Financial Officer concluded we have a material weakness due to lack of segregation of duties and a limited corporate governance structure.

Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our internal control system. Therefore while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial reporting duties. Management reported a material weakness resulting from the combination of the following significant deficiencies:

Lack of segregation of duties in certain accounting and financial reporting processes including the approval and execution of disbursements;

Certain reports prepared and accounting and reporting conclusions reached in connection with the financial statement preparation process are not submitted timely to the Board of Directors for review or approval;

The Company’s corporate governance responsibilities are performed by the Board of Directors; we do not have an audit committee or compensation committee. Because our Board of Directors only meets periodically throughout the year, several of our corporate governance functions are not performed concurrent (or timely) with the underlying transaction, evaluation, or recordation of the transaction.

While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full time staff. We believe that this is typical in most exploration stage companies. We may not be able to fully remediate the material weakness until we commence mining operations at which time we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.

Attestation by the Company's Independent Registered Public Accounting Firm

This report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm.

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PART III

~~ITEM~~Item 10. ~~DIRECTORS~~ Directors, ~~EXECUTIVE~~Executive ~~OFFICERS~~Officers ~~AND~~and ~~CORPORATE~~Corporate ~~GOVERNANCE~~Governance

Identify Directors and Executive Officers

The directors named below were elected for one-year terms. Officers hold their positions at the discretion of the Board of Directors absent any employment agreements, none of which currently exist or are contemplated.

The names, addresses and ages of each of our directors and executive officers and the positions and offices held by them, which director positions are for a period of one year, are:

Name and Address	Age	First Became Officer and/or Director	~~Position~~Postions(s)
Lee R. Rice	68	Jul-08	Director, President and CEO
Lee R. Rice 10920 W. Alameda Ave. Suite 201 Lakewood, CO 80226	69	July 2008	Director, President and CEO
10920 W. Alameda Ave.
C. Stephen Guyer 10920 W. Alameda Ave. Suite 201 Lakewood, CO 80226	60	February 2008	Director and CFO
Suite 201
Norman J. Singer1 885 S. Garfield St. Denver, CO 80209	72	September 2008	Director
Lakewood, CO 80226
C. Stephen Guyer	59	Feb-08	Director and CFO
10920 W. Alameda Ave.
Suite 201
Lakewood, CO 80226
Norman J. Singer	71	Sep-08	Director
885 S. Garfield St.
Denver, CO 80209

_______________

1 Norman J. Singer resigned as a director on November 11, 2013.

LEE R. RICE, Interim Chief Executive Officer and Director. Mr. Rice is an experienced geological engineer, having worked as a geologist and engineer in the natural resources industry since 1970. Since 1990, Mr. Rice has been employed by, and is currently Chief Engineer for, Data Technology Services, Inc. a Colorado-based, privately owned company that provides information technology services to various industries, including finance, oil & gas, geology, and chemistry. Prior to this, Mr. Rice held various geological, engineering and management positions with the U.S. Bureau of Mines and private industry. Mr. Rice holds a Bachelor of Science degree in Chemistry from Case-Western Reserve University and a Master of 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 30 years and is a Registered Member of the Society of Mining, Metallurgy and Exploration. Mr. Rice is also a director of International Beryllium Corporation, a public company traded on the Toronto Venture Exchange with its headquarters in Vancouver, British Columbia.

C. STEPHEN GUYER, Chief Financial Officer and Director. Mr. Guyer is a senior financial executive, having served as Chief Financial Officer for both public and private firms. Prior to joining Colorado Goldfields, he was a founder and Chief Financial Officer of Antelope Technologies, Inc., a privately-held international high-technology manufacturing venture with offices in both the USA and Switzerland. Mr. Guyer has also served as Chief Financial Officer for TCOM Ventures, Staff Administrators and the Moore Companies. Mr. Guyer was Chief Credit Officer for Monaco Finance and a divisional vice-president for a subsidiary of British Petroleum, and the former United Cable Television Corporation (now a part of COMCAST). Mr. Guyer holds an MBA, Finance, and Master of Arts, University of Denver, both with honors, a BA, Metropolitan State College, Magna Cum Laude, and BS, McPherson College.

5459

NORMAN J. SINGER, Director. Since 2006 Mr. Singer has been an independent investor in the oil and gas sector, having previously served as a senior consultant to a publicly traded oil company assisting the firm with their Turkish drilling program and assembling a U.S. based acreage position. From 1978 to 2004, Mr. Singer was with the Usaha Tegas Group of Companies, a $5 billion diversified multi-national enterprise. While with the Usaha Tegas Group, Mr. Singer opened two new energy related subsidiaries in Houston, Texas, and Tulsa, Oklahoma. He was later Chairman of the Group's U.S. energy activities and its diversified acquisitions program. Mr. Singer was Senior Vice President, General Counsel and Director for Oceanic Exploration Company in Denver, Colorado. Additionally, he served as legal and economic advisor to the Ministry of Finance, Dar es Salaam, Tanzania and the U.S. State Department in Washington, D.C. Mr. Singer holds a BA in Economics from Colgate University, an MA in International Affairs and Economics from Tufts University in conjunction with Harvard University's Fletcher School of Law and Diplomacy, and an LL.B. from Columbia University. Additionally, Mr. Singer has completed post graduate studies at the London School of Economics.

Significant Employees

We have no significant employees other than our executive officers and Director of Operations.

Director Independence

Our common stock is listed on the OTC Market Inc.’s OTCQB and OTC Pink Sheets inter-dealer quotation systems, which does not have director independence requirements. Nevertheless, for purposes of determining director independence, we have applied the definition set forth in NASDAQ Rule 4200(a)(15). The following directors are considered “independent” as defined under Rule 4200(a)(15): Beverly E. Rich and Norman J. Singer. Lee R. Rice and C. Stephen Guyer would not be considered "independent" under the NASDAQ rule due to the fact that they are employees of our company.

Board Meetings

During the fiscal year ended August 31, ~~2012~~2013, we had three directors. During the year fiscal year ended August 31, ~~2012~~2013, the Board held three meetings and took numerous actions by unanimous written consent.

Audit, Compensation and Nominating Committees

As noted above, our common stock is listed on OTC Market Inc.’s OTCQB and the OTC Pink Sheets, which does not require companies to maintain audit, compensation or nominating committees. Considering the foregoing and the fact that we are an early stage exploration company, we do not maintain standing audit, compensation or nominating committees. The functions typically associated with these committees are performed by the entire Board of Directors which currently consists of four members, two of which are considered independent.

Although there is no formal process in place regarding the consideration of any director candidates recommended by security holders, our Board of Directors will consider a director candidate proposed by a shareholder. A candidate must be highly qualified in terms of business experience and be both willing and expressly interested in serving on the Board. A shareholder wishing to propose a candidate for the Board’s consideration should forward the candidate’s name and information about the candidate’s qualifications to Colorado Goldfields Inc., Board of Directors, 10920 West Alameda Avenue, Suite 201, Lakewood, Colorado 80226, Attn.: C. Stephen Guyer, CFO. Submissions must include sufficient biographical information concerning the recommended individual, including age, employment history for at least the past five years indicating employer’s names and description of the employer’s business, educational background and any other biographical information that would assist the Board in determining the qualifications of the individual. The Board will consider recommendations received by a date not later than 120 calendar days before the date our proxy statement was released to shareholders in connection with the prior year’s annual meeting for nomination at that annual meeting. The Board will consider nominations received beyond that date at the annual meeting subsequent to the next annual meeting.

5560

The Board evaluates nominees for directors recommended by shareholders in the same manner in which it evaluates other nominees for directors. Minimum qualifications include the factors discussed above.

Material Changes to Nominations by Security Holders of Director Candidates

In the past fiscal year, there has been no material change to the procedures by which security holders may recommend nominees to the small business issuer’s board of directors.

Shareholder Communications and Investor Relations

We do not have a formal shareholder communications process nor employ an investor relations professional. Shareholders are welcome to communicate with the Company by forwarding correspondence to Colorado Goldfields Inc., Board of Directors, 10920 West Alameda Avenue, Suite 201, Lakewood, Colorado 80226, Attn.: C. Stephen Guyer, CFO and Director.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, requires the Company’s officers and directors, and persons who own more than 10% of the Company’s Common Stock, to file reports of ownership and changes in ownership of the Company’s Common Stock with the SEC. To our knowledge, during the fiscal year ended August 31, ~~2012~~2013, based solely on a review of such materials as are required by the SEC, all required reporting is current and accurate.

Code of Business Conduct and Ethics

We have adopted a code business conduct and ethics that applies to all of our executive officers and employees. The Code addresses conflicts of interest, compliance with all laws and other legal requirements, conduct of business in an honest and ethical manner, integrity and actions in the Company’s best interest. Directors, officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code. The Sarbanes-Oxley Act of 2002 requires companies to have procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The Company currently has such procedures in place. Colorado Goldfields’ Code of Business Ethics and Conduct is available on our web site at www.cologold.com/uploads/Code_of_Business_Conduct_Ethics.pdf.

5661

~~ITEM~~Item 11. ~~EXECUTIVE~~ Executive ~~COMPENSATION~~Compensation

Compensation Covered – All Executive Officers

The executive officers for most recent fiscal year ended August 31, ~~2012~~2013 are as follows.

Lee R. Rice, President, President, CEO C. Stephen Guyer, Chief Financial Officer

C. Stephen Guyer, Chief Financial Officer

Summary Compensation Table

The following table summarizes all compensation(1) recorded by us in the most recent fiscal years ended August 31, ~~2012~~2013 and 2011 for our named executive officers.

Name and Principal Position	Year	Salary ($)		Bonus ($)	~~Bonus~~Stock Awards ($)		Option Awards ($)	~~Stock~~Non- ~~Awards~~Equity ~~($)~~Incentive Plan Compen- sation		Nonqualified Deferred Compensation Earnings ($)	~~Option~~All ~~Awards~~other Compen- sation ($)		Total ($)	~~Non- Equity Incentive Plan Compen- sation~~		~~Nonqualified Deferred Compensation Earnings ($)~~		~~All other Compen- sation ($)~~		~~Total ($)~~
Lee R. Rice	~~2012~~2013	200,000	~~60,000~~			~~24,000~~			-			-	200,000		-		-		-		~~84,000~~
President, CEO	~~2011~~2012	60,000	~~60,000~~	24,000	-	-	-	-	-	-	-	-	84,000		-		-		-		~~60,000~~
C. Stephen Guyer,	~~2012~~2013	300,000	~~300,000~~			~~50,000~~			-			-	300,000		-		-		-		~~350,000~~
Chief Financial Officer	~~2011~~2012	300,000	~~250,000~~	50,000	-	~~70,000~~	-	-	-	-	-	-	350,000		-		-		-		~~320,000~~

____________________________

(1) Compensation for our executive officers is generally recorded as an accrued but unpaid compensation liability in lieu of cash, or is paid through the issuance of Class A Common Stock pursuant to the 2008 Stock Compensation Plan. In August 2013, the Company issued one-year restricted stock to Messrs Guyer and Rice for a significant portion of their accrued but unpaid compensation. Messers Guyer and Rice have not received significant cash from the sale of Class A stock. (See Notes to the Financial Statements for additional details.)

Executive Employment Agreements

Lee R. Rice. We employed Lee R. Rice on September 10, 2008, as our Interim Chief Executive Officer. On December 15, 2008, we entered into a new employment agreement with Mr. Rice. Under the new agreement which is month to month, we have agreed to the following: (i) the payment by our company to Mr. Rice of a salary of $5,000 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. The executive employment agreement may be terminated, among other things: (i) by notice of termination from one party to the other; (ii) upon the death of Mr. Rice. Upon the termination of the executive employment agreement, Mr. Rice will generally be entitled to separation pay equal to one month of pay for each year of service.

C. Stephen Guyer. We employed C. Stephen Guyer on February 14, 2008, as our Chief Financial Officer on a part-time basis pursuant to an employment agreement which compensated Mr. Guyer on an hourly basis. On July 1, 2012, we entered into a new employment agreement with Mr. Guyer. Under the new agreement which is for a period of one year, we have agreed to the following: (i) the payment by our company to Mr. Guyer of a salary 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 executive employment agreement may be terminated, among other things: (i) by notice of termination from one party to the other; (ii) upon the death of Mr. Guyer. Upon the termination of the executive employment agreement, Mr. Guyer will generally be entitled to separation pay equal to six months of pay for each year of service

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Equity Compensation Plans

2008 Stock Incentive Plan

On February 14, 2008, our Board of Directors unanimously approved our 2008 Stock Incentive Plan (the “2008 Plan”). The purpose of the Plan is to retain current, and attract new, employees, directors, consultants and advisors that have experience and ability, along with encouraging a sense of proprietorship and interest in the Company’s development and financial success. The Board of Directors believes that option grants and other forms of equity participation are an increasingly important means of retaining and compensating employees, directors, advisors and consultants. The 2008 Plan authorizes us to issue up to 2,496(1) shares of our common stock. The plan allows us to grant tax-qualified incentive stock options, non-qualified stock options and restrictive stock awards to employees, directors and consultants of our company.

In order to be able to grant qualified “incentive stock options” under the 2008 Plan in accordance with Section 422 of the Internal Revenue Code, as amended, we must obtain shareholder approval of the 2008 Plan within 12 months before or after the 2008 Plan was adopted. Accordingly, we submitted the Plan for shareholder approval in March 2008 as part of the annual shareholders meeting, but were unable to achieve a quorum. To the extent that the 2008 Plan is not approved by our shareholders at the annual meeting, the 2008 Plan will nonetheless continue in existence as a valid plan, but any stock options granted under the 2008 Plan will be non-qualified stock options for tax purposes.

Unless terminated earlier by the Board, the 2008 Plan will expire on February 13, 2018. As of ~~November~~December 1612, ~~2012~~2013, there are no outstanding options under the 2008 Plan, and 2,482(1) shares of Class A Common Stock has been issued under the 2008 Stock Incentive Plan.

2008 Non-Qualified Consultants & Advisors Stock Compensation Plan

On September 12, 2008, our Board of Directors approved the 2008 Non-Qualified Consultants & Advisors Stock Compensation Plan (the “2008 Consultants Plan”). The 2008 Consultants Plan is administered by our Compensation Committee of the Board of Directors, or if the we do not have a Compensation Committee, then a committee appointed by the Board which is to consist of one executive officer of the Company and at least one independent, non-employee member of the Board. If no committee is appointed, then the Board of Directors administers the plan. We currently do not have a Compensation Committee. Our Board has appointed C. Stephen Guyer, our Chief Financial Officer and Director, and Norman Singer, one of our independent Directors, to act as the committee to administer the 2008 Consultants Plan. As of ~~November~~December 1612, ~~2012~~2013 we are authorized to issue up to 20,~~373~~140,~~000~~746(1) shares of our Class A Common Stock, subject to adjustment in case of a subdivision of our outstanding shares of Class A Common Stock, recapitalization, stock dividend, or other change in our corporate structure that affects our Common Stock. One of the primary purposes of the 2008 Consultants Plan is to give our company the flexibility to pay for services with shares of our Class A common stock rather than with cash during our exploratory stage.

As of ~~November~~December 1612, ~~2012~~2013, ~~372~~2,~~092(~~210,338 1) shares of Class A Common Stock ~~have~~has been issued under the 2008 Consultants Plan.

2008 Stock Compensation Plan

In November, 2008, our Board of Directors approved the 2008 Employee & Director Stock Compensation Plan (“2008 Employee Plan”). The purpose of this plan is (i) to further our growth by allowing us to compensate employees and Directors who have provided bona fide services to our company through the award of shares of our Common Stock, and (ii) attract, motivate, retain and reward quality employees and directors to acquire or increase a proprietary interest in our company. Considering that we are an exploratory mining company which faces challenging economic times and difficult capital markets, the Board of Directors believes that using our common stock is an important means of retaining and compensating employees and directors. As of ~~November~~December 1612, ~~2012~~2013 we are authorized to issue up to 2320,~~322~~146,~~160(1~~6441) shares of our Class A Common Stock, subject to adjustment in case of a subdivision of our outstanding shares of Class A Common Stock, recapitalization, stock dividend, or other change in our corporate structure that affects our Class A Common Stock. The 2008 Employee Plan is administered by a committee consisting of at least two persons to be appointed by the Board of Directors, one of whom is an independent director, or in the absence of such a committee, the 2008 Employee Plan is to be administered by the Board of Directors. Our Board of Directors appointed C. Stephen Guyer, our CFO, and Norman Singer, one of our independent directors, to the committee. Any of our employees or directors are eligible to receive awards under this plan.

5863

On April 18, 2011, the Board of Directors amended the 2008 Employee and Director Stock Compensation Plan to include awards to consultants and advisors as well as employees and directors. On June 1, 2011, the Board of Directors changed the name of the plan to “2008 Stock Compensation Plan”

As of ~~November~~December 1612, ~~2012~~2013, 34,~~233~~828,~~040~~034(1) shares of Class A Common Stock have been issued under the 2008 Stock Compensation Plan.

_____________________________________________

(1) Share amounts are adjusted for the 1 for 5,000 reverse stock split of September 12, 2012.

Outstanding Equity Awards at Fiscal Year-end.

~~There was one outstanding equity award for our executive officers in the most recent fiscal year ended August 31, 2012~~None. Pursuant to his Executive Employment Agreement dated July 1, 2012, Mr. Guyer was to be issued 20,000 shares of Class A Common Stock. These shares were issued to Mr. Guyer on November 8, 2012 pursuant to the 2008 Stock Compensation Plan.

Stock Option Exercised

There were no stock options exercised on common shares in fiscal year ~~2012~~2013, with respect to the named executives listed in the Summary Compensation Table.

Expense Reimbursement

We will reimburse our officers and directors for reasonable expenses incurred during the course of their performance.

Retirement Plans and Benefits.

None.

Director Compensation

The following table summarizes all director compensation for our Executive officers in the most recent fiscal year ended August 31, ~~2012~~2013. There are no other standard compensation arrangements in place and all directors are treated equally with respect to any compensation.

Name	Fees earned or paid in cash ($)		Stock awards ($)			Option awards ($)		Total ($)
Lee R. Rice		-		-			-		-
C. Stephen Guyer		-		-			-		-
Norman Singer		-	$	30,000	(1)		-		-

Name

Fees earned or

paid in cash ($)

Stock

awards ($)

Option

awards ($)

Total

($)

Lee R. Rice

C. Stephen Guyer

Norman Singer

______________________________

~~(1) 60,000 shares of Class A Common Stock valued at $0.50 per share issued pursuant to the 2008 Stock Compensation Plan~~64

Standard Director Compensation Arrangement

We do not have a standard compensation arrangement for directors.

Indemnification and Limitation on Liability of Directors

Our Articles of Incorporation and Bylaws provide that we must indemnify, to the fullest extent permitted by the laws of the State of Nevada, any of our directors, officers, employees or agents made or threatened to be made a party to a proceeding, by reason of the person serving or having served in a capacity as such, against judgments, penalties, fines, settlements and reasonable expenses incurred by the person in connection with the proceeding if certain standards are met.

The Nevada Revised Statutes allows indemnification of directors, officers, employees and agents of a company against liabilities incurred in any proceeding in which an individual is made a party because he or she was a director, officer, employee or agent of the company if such person conducted himself in good faith and reasonably believed his actions were in, or not opposed to, the best interests of the company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A person must be found to be entitled to indemnification under this statutory standard by procedures designed to assure that disinterested members of the board of directors have approved indemnification or that, absent the ability to obtain sufficient numbers of disinterested directors, independent counsel or shareholders have approved the indemnification based on a finding that the person has met the standard. Indemnification is limited to reasonable expenses.

At present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification will be required or permitted. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable.

Our Articles of Incorporation limit the liability of our directors to the fullest extent permitted by law. Specifically, our directors will not be personally liable for monetary damages for breach of fiduciary duty as directors, except for:

·● any breach of the duty of loyalty to us or our stockholders;

·● acts or omissions not in good faith or that involved intentional misconduct or a knowing violation of law;

·● dividends or other distributions of corporate assets that are in contravention of certain statutory or contractual restrictions;

·● violations of certain laws; or

·● any transaction from which the director derives an improper personal benefit.

6065

~~ITEM~~Item 12. ~~SECURITY~~ Security ~~OWNERSHIP~~Ownership OFof ~~CERTAIN~~Certain ~~BENEFICIAL~~Beneficial ~~OWNERS~~Owners ~~AND~~and ~~MANAGEMENT~~Management ~~AND~~and ~~RELATED~~Related ~~STOCKHOLDER~~Stockholder ~~MATTERS~~Matters

The following table sets forth certain information regarding the beneficial ownership of the Company’s Class A Common Stock as of ~~November~~December 1612, ~~2012~~2013, by (i) each person known by the Company to beneficially own more than five percent of the outstanding shares of Class A Common Stock, (ii) each current director and named executive officer of the Company and (iii) all executive officers and directors as a group. Except as indicated, the persons named in the table have sole voting and investment power with respect to all shares beneficially owned. Except as indicated, the address of each of the persons named in the table is that of the Company’s principal executive offices.

As of ~~November~~December 1612, ~~2012~~2013, there were 1,000,000,000 shares of our Class A common stock authorized and 43291,~~665~~528,~~223~~955 shares outstanding., and 500,000,000 shares of our Class B common stock authorized and 490,371,533 shares outstanding

			Amount and
Name of Beneficial Owner		Amount and Nature of Beneficial Ownership				12-Dec-13 Percentage of Class A Common Stock				Overall Voting Power**
			Nature of
C. Stephen Guyer			18,188,594				5.1	%			74	%
			Beneficial					Percentage of
Lee R. Rice			11,676,703				3.3	%			18	%
Title of Class	Name and Address of Beneficial Owner		Ownership					Common Stock
Norman J. Singer			10,123				0.0	%			*
Class A	Jo Grant Mining Co., Inc.			36,000,200	(1	)(2)			82	%
All officers and directors (3 persons)			29,875,420				8.4	%			0.0	%
	PO Box 790
Total Affiliate			29,875,420				8.4	%			92.0	%
	Silverton, CO 81433
Total non-affiliate			326,787,146				91.6	%			8.0	%
Class A	C. Stephen Guyer, Officer & Director			958,694	(1	)			2.2	%
Total Outstanding			356,662,566				100.0	%			100.0	%
	10920 W. Alameda Avenue, Suite 201
	Lakewood, CO 80226
Class A	Lee R. Rice, Officer & Director			150,324	(1	)			0.3	%
	10920 W. Alameda Avenue, Suite 201
	Lakewood, CO 80226
Class A	Norman J. Singer, Director			60,530	(1	)			0.1	%
	885 S. Garfield St.
	Denver, CO 80209
Class A	Beverly E. Rich, Director			530	(1	)(3)			0.0	%
	1553 Greene Street
	Silverton, CO 81433
Common Stock	All officers and directors (4 persons)			1,170,078					2.7	%
Total outstanding				43,665,223
Total Affiliate				37,170,278

(* Less than 1)% ~~All~~of total outstanding shares ~~are~~and ~~owned~~overall ~~directly.~~voting power

~~(2)~~** ~~Shares~~Overall ~~are~~voting ~~restricted~~power ~~from~~equals ~~sale~~the ~~until~~number ~~November~~of 2Class A shares times 1 vote per share, ~~2016~~plus the number of Class B shares times 100 votes per share

The following table sets forth certain information regarding the beneficial ownership of the Company’s Class B Common Stock as of December 12, 2013, by (3i) ~~Ms.~~each ~~Rich~~person ~~resigned~~known by the Company to beneficially own more than five percent of the outstanding shares of Class B Common Stock, (ii) each current director and named executive officer of the Company and (iii) all executive officers and directors as a ~~director~~group. Except onas ~~September~~indicated, 29the persons named in the table have sole voting and investment power with respect to all shares beneficially owned. Except as indicated, ~~2011~~the address of each of the persons named in the table is that of the Company’s principal executive offices.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		12-Dec-13 Percentage of Class B Common Stock			Overall Voting Power**
C. Stephen Guyer		361,198,924		74.0	%		74	%
Lee R. Rice		90,049,649		18.0	%		18	%
Norman J. Singer		125,000		*			*
All officers and directors (3 persons)		451,373,573		92.0	%		92.0	%
Total Affiliate		451,248,573		92.0	%		92.0	%
Total non-affiliate		39,122,960		8.0	%		8.0	%
Total Outstanding		490,371,533		100.0	%		100.0	%

~~ITEM~~* ~~13. CERTAIN~~Less ~~RELATIONSHIPS~~than ~~AND~~1% ~~RELATED~~of ~~TRANSACTIONS,~~total ~~AND~~outstanding ~~DIRECTOR~~shares ~~INDEPENDENCE~~and overall voting power

** Overall voting power equals the number of Class A shares times 1 vote per share, plus the number of Class B shares times 100 votes per share

Item 13. Certain Relationships and Related Transactions, and Director Independence

Loans from Officers

We have borrowed funds, including accrued interest, of $9195,~~105~~818 and $~~247~~261,~~809~~440 from our chief executive officer (“CEO”) and our chief financial officer (“CFO”), respectively. In connection with the borrowings, we executed unsecured promissory notes (“Notes”) which were due six months from the dates of issue and accrue interest at 6.5% per annum (or 18% per annum, if the Notes are in default). The funds received in exchange for the Notes have primarily been used by us to finance working capital requirements. On April 8, 2011, we secured the amounts owed to the CEO and CFO, with the Mill, and filed Second Deeds of Trust in San Juan County, Colorado. In connection with the Deeds of Trust, all of the individual Notes were combined into two promissory Notes, and are now due in their entirety on December 31, ~~2012~~2013. None of the Notes are currently in default.

Director Independence

Our common stock is listed on the OTCMarkets OTCQB inter-dealer quotation system and the FINRA owned OTC Pink Sheet inter-dealer quotation system, which does not have director independence requirements. Nevertheless, for purposes of determining director independence, we have applied the definition set forth in NASDAQ Rule 4200(a)(15). The following directors are considered “independent” as defined under Rule 4200(a)(15): ~~Beverly E. Rich1 and~~ Norman J. Singer. Lee R. Rice and C. Stephen Guyer would not be considered “independent” under the NASDAQ rule due to the fact that they are employees of our company.

~~_____________________~~67

~~1Beverly~~Item E14. Principal ~~Rich~~Accountant ~~resigned~~Fees asand ~~a director on September 29, 2011.~~Services

62GHP Horwath, P.C. has served as Colorado Goldfields Inc.’s independent registered public accounting firm since November 8, 2007. The following discussion presents fees for services rendered for 2013 and 2012.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

GHP Horwath, P.C. has served as Colorado Goldfields Inc.’s independent registered public accounting firm since November 8, 2007. The following discussion presents fees for services rendered for 2012 and 2011.

Audit Fees

Audit fees include fees incurred for professional services rendered in connection with the audit of Colorado Goldfields Inc.’s annual financial statements for the fiscal years ended August 31, ~~2012~~2013 and ~~2011~~2012, the reviews of the quarterly interim financial statements included in Colorado Goldfields’ Forms 10-Q for the fiscal years ended August 31, ~~2012~~2013 and ~~2011~~2012, and services rendered to issue consents required in certain of the Company’s registration statements. The audit fees billed and expected to be billed (for the year ended August 31, ~~2012~~2013) to us by GHP Horwath, P.C. for the ~~year~~years ended August 31, ~~2011~~2013 and 2012, including out-of-pocket costs were approximately $4863,000 and $5848,000, respectively. There were no audit related, tax, or other fees billed by GHP Horwath, P.C.

6368

PART IV

~~ITEM~~Item 15. ~~EXHIBITS~~ Exhibits ~~AND~~and ~~FINANCIAL~~Financial ~~STATEMENT~~Statement ~~SCHEDULES~~Schedules

See the Exhibit Index following the signature page of the report.

6469

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

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

~~November~~December 16, ~~2012~~2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on ~~November~~December 16, ~~2012~~2013.

Signature Title /s/ Lee R. Rice President, Chief Executive Officer and Director (Principal Executive Officer) Lee R. Rice /s/ C. Stephen Guyer Chief Financial Officer (Principal Accounting Officer) and Director C. Stephen Guyer ~~/s/ Norman J. Singer Director Norman J. Singer~~

6570

EXHIBIT INDEX

Exhibit Number		Description
2		Articles of Merger between Colorado Goldfields Inc. (surviving entity) and Garpa Resources, Inc., effective June 18, 2007. Filed with Form 8-K dated June 20, 2007, and incorporated herein by reference.
3.1		Amended and Restated Bylaws filed as Exhibit 3.1 to Form 8-K dated September 4, 2008 and incorporated herein by reference.
3.2		Amendment to Articles of Incorporation as Exhibit A to Schedule DEF 14C dated November 4, 2010 and incorporated herein by reference.
3.3		Amendment to Articles of Incorporation as Exhibit A to Schedule DEF 14C dated March 9, 2011 and incorporated herein by reference.
3.4		Amendment to Articles of Incorporation as Exhibit A to Schedule DEF 14C dated January 9, 2012, and incorporated herein by reference.
3.5		Amendment to Articles of Incorporation as Exhibit A to Schedule DEF 14C dated October 23, 2012, and incorporated herein by reference.
3.6		Amendment to Articles of Incorporation as Exhibit A to Schedule DEFR 14C dated June 19, 2013, with filing date of June 20, 2013, and incorporated herein by reference.
10.1		Mining Lease Agreement between Colorado Goldfields Inc. and Larry H. Killian dated September 18, 2009. Filed as Exhibit 10.1 to Form 8-K filed on September 23, 2009 and incorporated herein by reference.
10.2		Mining Lease Agreement between Colorado Goldfields Inc. and Frank J. Montonati and Don Laeding dated September 30, 2009. Filed as Exhibit 10.1 to Form 8-K filed on October 6, 2009 and incorporated herein by reference.
10.3		Amendment to 2008 Employee and Director Stock Compensation Plan. Filed as exhibit 4.1 to Form S-8 filed on April 23, 2010 and incorporated herein by reference.
10.4		Amendment to 2008 Non-Qualified Consultants & Advisors Stock Compensation. Filed as exhibit 4.1 to Form S-8 filed on October 4, 2010 and incorporated herein by reference.
10.5		Amendment to 2008 Employee and Director Stock Compensation Plan. Filed as exhibit 4.1 to Form S-8 filed on October 4, 2010 and incorporated herein by reference.
10.6		Amendment to 2008 Employee and Director Stock Compensation Plan. Filed as exhibit 4.1 to Form S-8 filed on June 14, 2011 and incorporated herein by reference.
10.7		Employment Agreement of C. Stephen Guyer dated July 1, 2011. Filed as Exhibit 10.2 to Form 8-K filed on June 17, 2011, and incorporated herein by reference.
10.8		Purchase Agreement dated as of June 13, 2011, between Algae Farm (USA), Inc. and Colorado Goldfields Inc, filed as exhibit 10.1 to Form 8-K filed on June 17, 2011, and incorporated herein by reference.
10.9		Amendment to 2008 Stock Compensation Plan. Filed as exhibit 4.1 to Form S-8 filed on February 28, 2012 and incorporated herein by reference.
10.10		Contract for Purchase of the Silver Wing Mine dated October 31, 2012 between Colorado Goldfields Inc. and Jo Grant Mining, Co., Inc. Filed as Exhibit 10.1 to Form 8-K filed on November 6, 2012.
10.11		Contract for Purchase of the Champion Mine dated November 2, 2012 between Colorado Goldfields Inc. and Jo Grant Mining, Co., Inc. Filed as Exhibit 10.2 to Form 8-K filed on November 6, 2012.
10.12		Amendment to 2008 Stock Compensation Plan. Filed as exhibit 4.1 to Form S-8 filed on ~~November~~December 1612, ~~2012~~2013, and incorporated herein by reference.
10.13		Amendment to 2008 Non-Qualified Consultants & Advisors Stock Compensation Plan. Filed as exhibit 4.1 to Form S-8 filed on ~~November~~December 1612, ~~2012~~2013 and incorporated herein by reference.
10.14		Amendment to 2008 Stock Compensation Plan. Filed as exhibit 4.1 to Form S-8 filed on April 18, 2013, and incorporated herein by reference.
10.15		Amendment to 2008 Non-Qualified Consultants & Advisors Stock Compensation Plan. Filed as exhibit 4.1 to Form S-8 filed on April 18, 2013, and incorporated herein by reference.
14		Code of Business Conduct and Ethics. Filed as Exhibit 14 to Form 8-K filed February 20, 2008, and incorporated herein by reference.
23.1		Consent Of Independent Registered Public Accounting Firm*
31.1		Certification Pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Executive Officer.*
31.2		Certification Pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by the Principal Financial Officer.*
32.1		Certification Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by Principal Executive Officer.*
32.2		Certification Required by 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by Chief Financial Officer.*
101††		The following financial statements from Colorado Goldfields Inc.’'s ~~Quarterly~~Annual Report on Form 10-K for the year ended August 31, ~~2012~~2013 as filed with the SEC on ~~November~~December 16, ~~2012~~2013, formatted in XBRL, as follows:
		(i) the Condensed Consolidated Balance Sheets
		(ii) the Condensed Consolidated Statement of Income
		(iii) the Condensed Consolidated Statements of Cash Flows

____________

* Filed herewith.

†† As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

____________

*Filed herewith.

Filing Compare · COLORADO GOLDFIELDS INC.