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)
January
23, 2007
CAPITAL
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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0-13078
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13-3180530
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(state
or other juris-
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(Commission
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(I.R.S.
Employer
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diction
of incorporation)
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File
Number)
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(Identification
No.)
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76
Beaver Street, New York, NY
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10005
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(Address
of principal executive offices)
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(Zip
Code)
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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.
Between January
23, 2006 and January 29, 2007, we issued an aggregate of 12,561,667 shares of
our Common Stock and warrants to purchase an aggregate of up to 3,140,417 shares
of our Common Stock in a private placement to nine investors. The aggregate
offering price was approximately $3,768,500. Broadband Capital Management LLC
acted as placement agent for the shares sold in the United States and Paul
Ensor
acted as the placement agent for the sales sold outside of the United States.
We
paid a 7.5% cash fee to the placement agents and issued to the placement agents
warrants to purchase up to 942,125 shares of our Common Stock in the
aggregate.
The
Warrant issued to each purchaser is exercisable for one share of our Common
Stock, at an exercise price equal to $0.40 per share. Each Warrant has a
term of eighteen months and is fully exercisable from the date of
issuance.
We
have
agreed to file with the Securities and Exchange Commission a registration
statement covering resales of the foregoing shares and shares issuable upon
the
exercise of the foregoing Warrants.
The
foregoing securities were issued pursuant to exemptions from registration
provided by Regulation S and/or Rule 506 of the Securities Act of
1933.
For
more
information about the warrants issued to the investors and the placement agent,
please see the forms of warrant filed as exhibits hereto.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits
The
following Exhibit is filed as part of this report:
Exhibit
No.
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Description
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4.1
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Form
of Warrant
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4.2
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Form
of Placement Agent Warrant
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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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January
29, 2007
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By:
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s/Jeffrey
W.
Pritchard
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Jeffrey
W. Pritchard, Vice
President
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