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)
February 21, 2007

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


Delaware
0-13078
13-3180530
(state or other juris-
(Commission
(I.R.S. Employer
diction 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)


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 5 - Corporate Governance and Management

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

On February 21, 2007, our Board of Directors increased its number of members, as permitted by our by-laws, from eight to nine members and appointed John Brownlie, our Chief Operating Officer, a director to fill this ninth spot on the Board and to serve in such capacity until his successor is elected. In addition, the eight existing members of our Board were reelected at out Annual Meeting of Stockholders. Please see Section 8 below.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 26, 2007, we amended our Certificate of Incorporation to increase the authorized number of shares of our common stock from 200,000,000 shares to 250,000,000 shares. This amendment was approved by our stockholders at the Annual Meeting of Stockholders. Please see Section 8 below.

Section 8 - Other Events

Item 8.01 Other Events.

At our Annual Meeting of Stockholders on February 21, 2007, stockholders approved the following:

1. The following eight persons as directors:
 
   
Votes in Favor
  
Votes Withheld
  
Nominees
  
of Nominee
  
for Nominee
  
           
Gifford A. Dieterle
    
86,592,223
    
288,130
  
Jack V. Everett
    
84,246,082
    
2,634,271
  
Roger A. Newell
    
86,623,059
    
257,294
  
Jeffrey W. Pritchard
    
86,637,559
    
242,794
  
Robert Roningen
    
84,058,271
    
2,822,082
  
Ian A. Shaw
    
86,269,310
    
611,043
  
John Postle
    
86,668,809
    
211,544
  
Mark T. Nesbitt
    
86,645,309
    
235,044
  
 
2. Ratification of the selection of Wolinetz, Lafazan & Company, P.C., as our independent auditors for the year ending July 31, 2007:

For: 86,570,147
Against: 121,156
Abstain:189,000
Broker Non-Votes: 0
 
2

3. Amendment of our Certificate of Incorporation to increase the authorized number of shares of common stock from 200,000,000 shares to 250,000,000 shares:

For: 82,251,675
Against: 4,171,573
Abstain: 457,105
Broker Non-Votes: 0

4. Ratification of the Capital Gold Corporation 2006 Equity Incentive Plan:

For: 57,301,038
Against: 1,644,129
Abstain: 1,582,360
Broker Non-Votes: 26,352,826

5. Ratification and approval of the issuance of certain outstanding options that require stockholder approval pursuant to the rules of the Toronto Stock Exchange:

For: 57,767,553
Against: 1,443,285
Abstain: 1,316,689
Broker Non-Votes: 26,352,826

The proposal to amend our certificate of incorporation in authorize 1,000,000 shares of preferred stock did not pass. It received the following votes:

For: 39,669,664
Against: 19,124,679
Abstain: 1,733,134
Broker Non-Votes: 26,352,826
 
Total shares voted at the meeting: 86,880,353 out of 134,085,854 eligible to vote.

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.
 
     
  CAPITAL GOLD CORPORATION
 
 		  
 		  
 
February 26, 2007 By:   s/Christopher M. Chipman
 
Christopher M. Chipman, Chief Financial Officer
   
 
3