UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G  

Under the Securities Exchange Act of 1934

Colorado Goldfields, Inc.

(Name of Issuer)

 

Shares of Common Stock

(Title of Class of Securities)

 

19647Y708

(CUSIP Number)

 

10920 W. Alameda Avenue

Suite 201

Lakewood, CO 80226

Phone Number: 303-984-5324

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

7/25/13

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨   Rule 13d-1(b)
¨   Rule 13d-1(c)
¨   Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 
 

 

CUSIP No. 19647Y708   13G   Page 2 of 5 Pages

 

  

1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Hanover Holdings I, LLC 		   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)     ¨
(b)     ¨ 		   
3.   SEC USE ONLY
  		   
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York, NY USA 		   

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
105,117
  6.   SHARED VOTING POWER
 
00,000
  7.   SOLE DISPOSITIVE POWER
 
00,000
  8.   SHARED DISPOSITIVE POWER
 
00,000

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

105,117 		   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)     ¨ 		   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.0042% 		   
12.  

TYPE OF REPORTING P

ERSON (see instructions)

   

  

 

 
 

 

CUSIP No. 19647Y708   13G   Page 3 of 5 Pages

 

 

Item 1.

 

  (a) Name of Issuer
Colorado Goldfields, Inc.
     
  (b)

Address of Issuer’s Principal Executive Offices
10920 W. Alameda Avenue

Suite 201

Lakewood, CO 80226

 

Item 2.

 

  (a) Name of Person Filing
Hanover Holdings I, LLC
     
  (b)

Address of the Principal Office or, if none, residence
5 Hanover Square Suite 1604

New York, NY 10004

     
  (c) Citizenship
USA
     
  (d) Title of Class of Securities
Shares of Common Stock
     
  (e) CUSIP Number
19647Y708

 

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 
 

 

CUSIP No. 19647Y708   13G   Page 4 of 5 Pages

 

 

Item 4.  Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a)   Amount beneficially owned:  Reporting Person is the beneficial owner of 105,117 shares of common stock. In addition, Reporting Person holds Issuer’s convertible notes in the aggregate principal amount of $67,500. The Notes may not be converted into common stock such that the Reporting Person would beneficially own more the 9.99% of the Issuer’s common stock at any given time. Reporting Person disclaims beneficial ownership of the Issuer’s securities held by any other person or entity.
         
  (b)   Percent of class:  7.0042%
         
  (c)   Number of shares as to which the person has: 
         
      (i) Sole power to vote or to direct the vote  105,117
         
      (ii) Shared power to vote or to direct the vote  
         
      (iii) Sole power to dispose or to direct the disposition of  
         
      (iv) Shared power to dispose or to direct the disposition of  
         

 

Instruction . For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

Item 5.  Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     ¨ .

 

Instruction . Dissolution of a group requires a response to this item.

 

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

 

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

 

Item 8.  Identification and Classification of Members of the Group.

 

  Magna Group, LLC is an affiliated fund of Hanover Holdings I, LLC but currently holds no shares of Common Stock of the Colorado Goldfields, Inc.. to its name. Magna Group, LLC does hold $77,019.00 in Convertible Notes owed by the Issuer, Colorado Goldfields, Inc.

 

Item 9.  Notice of Dissolution of Group.

 

Item 10.  Certification.

 

  (a)   The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
         
      By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.  
         
  (b)   The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
         
      By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.  

 

 
 

 

CUSIP No. 19647Y708   13G   Page 5 of 5 Pages

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

   
 

7/25/2013

Date

   
  /s/ Joshua Sason
 
 

Signature

   
 

Joshua Sason/ Managing Member

Name/Title