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Delaware
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13-3180530
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(State
or jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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Title
of Securities
to
be Registered
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Amount
to be Registered(1)
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Proposed
Maximum Offering Price Per Share(2)
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Proposed
Maximum Aggregate Offering Price
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Amount
of Registration Fee
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Shares
of Common Stock, $.0001 par value, issuable upon exercise of
options/warrants
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10,000,000
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$
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0.45
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$
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4,500,000
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$
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138.15
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Total
Registration Fee
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$
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138.15
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| (1) |
Includes
550,000 shares issuable upon exercise of the Registrant’s outstanding
options, all of which were issued pursuant to the Capital Gold Corporation
2006 Equity Incentive Plan, 500,000 shares of common stock granted
as
restricted stock awards, all of which were issued pursuant to the
Capital
Gold Corporation 2006 Equity Incentive Plan and 8,950,000 additional
shares reserved for future issuance under the Capital Gold Corporation
2006 Equity Incentive Plan and/or upon exercise of stock options
to be
granted under the foregoing Plan.
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| (2) |
Estimated
solely for the purpose of calculating the registration fee. Pursuant
to
Rule 457(c) and Rule 457(h) under the Securities Act, the proposed
maximum
offering price per share and the proposed maximum aggregate offering
price
have been determined on the basis of the average of the high and
low
prices reported on the OTC Bulletin Board on March 23, 2007.
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(a)
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The
Amendment to our annual report on Form 10-KSB for our fiscal year
ended
July 31, 2006, SEC File No.
000-13078.
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(b)
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Our
annual report on Form 10-KSB for our fiscal year ended July 31, 2006,
SEC
File No. 000-13078.
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(c)
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Our
quarterly reports on Form 10-QSB for the quarterly periods ended
October
31, 2006 and January 31, 2007, SEC File No.
000-13078.
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(d)
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Our
current reports on Form 8-K filed on February 26, 2007, February
9, 2007,
January 29, 2007 and December 5, 2006, SEC File No.
000-13078.
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(e)
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A
description of our common stock is contained in our Registration
Statement
on Form SB-2, SEC File No. 333-138858, as updated in our current
report on
Form 8-K filed on February 26, 2007, SEC File No. 000-13078, and
any
amendment or report filed for the purpose of updating this description
filed subsequent to the date of this prospectus and prior to the
termination of this offering.
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| 4.1 |
Specimen
certificate representing our Common
Stock.(1)
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Capital
Gold Corporation 2006 Equity Incentive
Plan.(2)
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| 5.1 |
Opinion
of Richard Feiner, Esq., legal
counsel.
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Consent
of Wolinetz, Lafazan & Company, P.C., independent registered public
accountants.
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| 23.2 |
Consent
of Richard Feiner, Esq., legal counsel (included in Exhibit
5.1).
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Powers
of Attorney (included in Signature Pages to the Registration Statement
on
Form S-8).
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| (1) |
Previously
filed as an exhibit to the Company's Registration Statement on Form
SB-2
(SEC file no. 333-123216) filed with the Commission on or about March
9,
2005, and incorporated herein by this
reference.
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| (2) |
Previously
filed as Annex C to the Company's Definitive Proxy Statement on Schedule
14A (SEC file no. 000-13078) filed with the Commission on or about
January
19, 2007, and incorporated herein by this
reference.
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| (a) |
The
undersigned registrant hereby
undertakes:
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| (1) |
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this Registration
Statement:
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| (i) |
To
include any prospectus required by section 10(a)(3) of the Securities
Act
of 1933;
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| (ii) |
To
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the Registration
Statement; and
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| (iii) |
To
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration
Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with
or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act of 1934 that are incorporated
by reference in the Registration
Statement.
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| (2) |
That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be a
new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the
initial
bona fide offering thereof.
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| (3) |
To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
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| (b) |
The
undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each
filing of
an employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference
in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
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| (c) |
Insofar
as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons
of
the registrant pursuant to the foregoing provisions, or otherwise,
the
registrant has been advised that in the opinion of the Securities
and
Exchange Commission such indemnification is against public policy
as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by
a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication
of
such issue.
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Signature
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Title
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Date
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/s/
Gifford A. Dieterle
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President,
Treasurer, and Chairman of the Board
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March
26, 2007
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| Gifford A. Dieterle | ||||
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/s/
Christopher Chipman
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Principal
Financial and Accounting officer
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March
23, 2007
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| Christopher Chipman | ||||
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/s/
Jack V. Everett
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Director
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March
22, 2007
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| Jack V. Everett. | ||||
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Director
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March
__, 2007
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| Robert N. Roningen | ||||
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/s/
Roger A. Newell
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Director
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March
26, 2007
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| Roger A. Newell | ||||
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/s/
John Brownlie
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Director
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March
24, 2007
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| John Brownlie | ||||
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/s/
Jeffrey W. Pritchard
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Director
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March
22, 2007
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| Jeffrey W. Pritchard | ||||
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/s/
John Postle
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Director
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March
26, 2007
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| John Postle | ||||
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Director
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March
__, 2007
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| Ian Shaw | ||||
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Director
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March
__, 2007
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| Mark T. Nesbitt |
| Exhibit No. | Description |
| 5.1 |
Opinion
of Richard Feiner, Esq., legal
counsel.
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| 23.1 |
Consent
of Wolinetz, Lafazan & Company, P.C., independent registered public
accountants.
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