Item 5.01 Change in Control of Registrant.

On September 22, 2014, C. Stephen Guyer, CFO of the Company, acquired 361,198,924 shares of the Company’s Class B Common Stock, par value $0.001 per share (the “Shares”), from Epic Mineral Resources, Inc., a Colorado limited corporation, for aggregate consideration of $10,000.  The Shares represent 74% of the 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.

Shares of Class B Common Stock 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.  Each holder of Class B Common Stock is entitled to one hundred (100) votes for each share of Class B Common Stock held on all matters submitted to a vote of stockholders.

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

Item 9.01  Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired

Not Applicable.

(b)

Pro Forma Financial Information

Not Applicable.

(c)

Shell Company Transactions

Not Applicable.

(d)

Exhibits.

Exhibit

Number

Description

  10.1

Stock Purchase Agreement dated September 22, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COLORADO GOLDFIELDS INC.

Dated:  October 10, 2014

By: /s/ C. Stephen Guyer

      C. Stephen Guyer

      Chief Financial Officer, Director

Exhibit 10.1

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of September 22, 2014, is entered into between C. STEPHEN GUYER, an individual (the "Buyer"), and EPIC MINERAL RESOURCES, INC., a Colorado limited corporation (the "Seller").

WHEREAS, Seller owns 361,198,924 shares of Class B common stock, par value $0.001 per share (the "Shares"), of Colorado Goldfields, Inc., a Colorado corporation (the "Company"); and

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section ), Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title and interest in and to the Shares. The aggregate purchase price for the Shares shall be $10,000 (the "Purchase Price").

2.

Closing. Subject to the terms and conditions contained in this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing to be mutually determined by the parties hereto (the "Closing"). At the Closing, Seller shall deliver to Buyer a stock certificate evidencing the Shares, free and clear of all Encumbrances (as defined herein), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and Buyer shall deliver to Seller an original executed promissory note in the principal amount of the Purchase Price.

3.

Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer as follows:

(a)

This Agreement has been duly executed and delivered by Seller and constitutes Seller's legal, valid and binding obligation, enforceable against Seller in accordance with its terms.

(b)

The Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Seller, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind ("Encumbrances"). Upon consummation of the transactions contemplated by this Agreement, Buyer shall own the Shares, free and clear of all Encumbrances.

4.

Representation and Warranties of Buyer.

(a)

This Agreement has been duly executed and delivered by Buyer and this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.

(b)

Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

5.

Further Assurances. Following the Closing, each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

6.

7.

Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule.

8.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement on the date first written above.

SELLER:

EPIC MINERAL RESOURCES, INC.

By: /s/ Shannon P. Murphy

       Shannon P. Murphy, President

BUYER:

/s/ C. Stephen Guyer

C. Stephen Guyer