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)
March
22,
2007
CAPITAL
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-13078
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13-3180530
|
|
(state
or other juris-
|
(Commission
|
(I.R.S.
Employer
|
|
diction
of incorporation)
|
File
Number)
|
(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)
|
(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
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
March
22, 2007, we issued 500,000 shares of our Common Stock to John Brownlie, our
Chief Operating Officer, under the Capital Gold Corporation 2006 Equity
Incentive Plan.
Section
8 - Other Events
Item
8.01 Other Events.
On
March
23, 2007, we reacquired the remaining 1% net profits interest in our Mexican
affiliate, Minera Santa Rita S. de R.L. de C.V. (“MSR”) from one of the
successors (“FG’s Successor”) to Grupo Minero FG S.A. de C.V. (“FG”). FG was our
former joint venture partner. When the joint venture was terminated in March
2004, FG received, among other things, a participation certificate entitling
it
to receive 5% of the annual dividends of MSR, when declared. The participation
certificate also gave FG the right to participate, but not to vote, in the
meetings of MSR’s Board of Managers, Technical Committee and Partners. In August
2006, we repurchased the participation certificate from FG’s Successor for
$500,000 with FG’s Successor retaining a 1% net profits interest in MSR, payable
only after a total $20 million in net profits has been generated from operations
at El Chanate. We reacquired the remaining 1% net profits interest in
consideration of our advancing $319,000 to Sinergia
Obras Civiles y Mineras, S.A. de C.V. (“Sinergia”) under the mining contract
between MSR and Sinergia. FG’s Successor is a principal of
Sinergia.
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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| March
27, 2007 |
By: |
/s/Gifford
A.
Dieterle |
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Gifford
A. Dieterle, President |
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