UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported)
August
11, 2005 (August 8, 2005)
CAPITAL
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
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Nevada
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0-13078
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13-3180530
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(State
or other
jurisdiction
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(Commission
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(I.R.S.
Employer
|
|
of incorporation)
|
File
Number)
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Identification
No.)
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76
Beaver Street, New York, NY 10005
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (212)
344-2785
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
On
August
8 , 2005, we became obligated to issue an aggregate of 5,440,002 to the
investors in our private placement that closed on February 8 and 10, 2005.
The
obligation arose because our common stock was not listed for trading on the
Toronto Stock Exchange within 180 days from the closing date of the private
placement. The shares are in the process of being issued.
The
foregoing securities were issued pursuant to exemptions from registration
provided by Regulation S and/or Rule 506 of the Securities Act of
1933.
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.
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CAPITAL
GOLD CORPORATION |
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| August
11, 2005 |
By: |
/s/ Jeffrey
W. Pritchard |
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Jeffrey
W. Pritchard, Vice President
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