SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JULY 31, 2004
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-13078
CAPITAL GOLD CORPORATION
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(Name of Small business issuer in its charter)
State of Nevada 13-31805030
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
76 Beaver Street, 26th Floor, New York, New York 10005
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(Address of principal executive offices) (Zip Code)
Issuer's telephone numbering: (212) 344-2785
Securities registered under Section 12(b) of the Exchange Act: none
Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $.001 per share
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES |X| NO |_|
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulations S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |_|
State issuer's revenues for its most recent fiscal year. $4,000.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average between the closing bid
($.30) and asked ($.35) price of the issuer's Common Stock as of November 2,
2004, was $17,878,176 based upon the average between the closing bid and asked
price ($0.325) multiplied by the 55,009,771 shares of the issuer's Common Stock
held by non-affiliates. (In computing this number, issuer has assumed all record
holders of greater than 5% of the common equity and all directors and officers
are affiliates of the issuer.).
The number of shares outstanding of each of the issuer's classes of common
equity as of November 2, 2004: 59,700,724
DOCUMENTS INCORPORATED BY REFERENCE: None.
Transitional Small Business Disclosure Format: Yes |_| No|X| ]
Explanatory Note: This Amendment is filed only to revise Part II. Item 8A .
"Controls and Procedures."
Item 8A. Controls and Procedures.
Gifford A Dieterle, our Chief Executive Officer and our Chief Financial Officer,
performed an evaluation of our disclosure controls and procedures, which have
been designed to permit us to effectively identify and timely disclose important
information. Taking into account our limited resources and current business
operations he concluded that the controls and procedures were effective as of
July 31, 2004 to ensure that material information was accumulated and
communicated to him and our other management, as appropriate to allow timely
decisions regarding required disclosure. During the quarter ended July 31, 2004,
we made no change in our internal controls over financial reporting that has
materially affected, or is reasonably likely to materially affect, our internal
controls over financial reporting.
Prior to the funding of our private placement in February 2005, we had limited
financial and personnel resources. During the periods covered by this report,
our process of maintaining internal controls consisted of the following: Our
office manager inputs all U.S. bills and bills for payment in U.S. dollars for
processing into an accounting software system. Any bills of a significant or
non-recurring nature are reviewed and approved by our Treasurer, Gifford
Dieterle. U.S. bills chargeable to Mexican operations also are reviewed and
approved by Jack Everett, one of our Vice Presidents. The office manager then
creates the checks and sends them out for payment. The office manager produces a
cash payment report which is reviewed and approved by Mr. Dieterle. All bills
from our Mexican operations are input into an accounting software system by our
bookkeeper in Mexico. These Mexican bills are reviewed and approved by Jack
Everett and are then paid by our bookkeeper in Mexico. Our bookkeeper in Mexico
produces a cash payment report which is reviewed and approved by Mr. Everett.
U.S. Cash receipts and deposit reports are reviewed by Mr. Dieterle before any
information is recorded in the accounting software and verified through a
monthly review of internal reports. There is no cash received in Mexico other
than funds wired to Mexico from the New York office and, on occasion, a return
of ad velorem tax on goods and services purchased in Mexico. The U.S. bank
accounts are reconciled on a monthly basis and are reviewed by Mr. Dieterle. The
Mexican bank accounts are reconciled on a monthly basis and are reviewed by Mr.
Everett. Mr. Everett regularly informs Mr. Dieterle about Mexican bills that are
paid and other activities in Mexico. All employees and consultants regularly
report their activities on our behalf to Mr. Dieterle. Mr. Dieterle and our
other officers and directors regularly discuss our business activities. Mr.
Dieterle believes that the controls and procedures are effective in ensuring
that material information is accumulated and communicated to him and our other
management, as appropriate to allow timely decisions regarding required
disclosure.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CAPITAL GOLD CORPORATION
By: /s/ Gifford A. Dieterle
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Gifford A. Dieterle, President
Dated: Dated: June 24, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
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/s/ Gifford A. Dieterle
----------------------------------- President, June 24, 2005
Gifford A. Dieterle Treasurer,
Principal Financial
and Accounting
Officer and Chairman
of the Board of Directors
/s/ Jack V. Everett Director June 24, 2005
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Jack V. Everett
/s/ Robert N. Roningen Director June 24, 2005
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Robert N. Roningen
/s/ Roger A. Newell Director June 24, 2005
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Roger A. Newell
/s/ Jeffrey W. Pritchard Director June 24, 2005
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Jeffrey W. Pritchard
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