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) March 11, 2003 (March 7, 2003)

                            CAPITAL GOLD CORPORATION
               (Exact name of Registrant as specified in charter)

          Nevada                       0-13078                   13-3180530
(State or other jurisdic-            (Commission               (IRS Employer
  tion of incorporation)             File Number)            Identification No.)

            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)

Item 5. Other Events and Regulation FD Disclosure

On March 7, 2003, at a special meeting of our stockholders, our stockholders,
approved an amendment to our Articles of Incorporation to change our name from
to Capital Gold Corporation. Results of the voting on this matter were as

For:          31,880,340
Against          232,216
abstain          103,261

The Certificate of Amendment to our Articles of Incorporation was filed with the
Nevada Secretary of State on March 10, 2003 and our name officially changed to
Capital Gold Corporation on that date.

Item 7.  Financial Statements and Exhibits

Financial Statements:


3.1   Certificate of Amendment to our Articles of Incorporation (name change to
      Capital Gold Corporation).


      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.

                                            CAPITAL GOLD CORPORATION

March 7, 2003                               By:      /s/ Gifford A. Dieterle
                                                         Gifford A. Dieterle
                                                         Chief Executive Officer