As filed with the Securities and Exchange Commission on November 23, 2005
Registration No. 333-123216
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE
AMENDMENT NO. 1 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAPITAL GOLD CORPORATION
(Name of small business issuer in its charter)
Nevada 1040 13-3180530
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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76 Beaver Street
New York, NY 10005
(212) 344-2785
(Address and telephone number of principal executive offices)
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Gifford A. Dieterle, Chief Executive Officer
Capital Gold Corporation
76 Beaver Street
New York, NY 10005
(212) 344-2785
(Name, address and telephone number of agent for service)
Copies of all communications to:
Richard Feiner, Esq.
381 Park Avenue South, Suite 1601
New York, New York, 10016
(212) 779-8600
Fax (212) 779-8858
Approximate date of proposed sale to the public: From time to time or at any
time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 ("Securities Act"), other than securities offered only in connection
with dividend or reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. |_|
If this form is a post-effective amendment filed pursuant to 462(d) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
EXPLANATORY NOTE - DEREGISTRATION OF CERTAIN SHARES
On March 9, 2005, the registrant filed a registration statement on Form
SB-2 (Registration No. 333-123216) which originally registered 27,600,004 shares
of common stock and 36,090,640 shares of common stock issuable upon exercise of
warrants and options owned by certain selling stockholders for sale by the
selling stockholders named therein. The registrant is filing this post-effective
amendment to deregister an aggregate of 325,000 shares of common stock and an
aggregate of 4,250,000 shares issuable upon exercise of warrants and options
that have not been sold.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, this Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and has duly caused this Post Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 23rd day of November, 2005.
CAPITAL GOLD CORPORATION
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(Registrant)
By: /s/ Gifford A. Dieterle
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Gifford A. Dieterle, President
Pursuant to the requirements of the Securities Act of 1933, this Post Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated on the dates indicated.
Signature Title Date
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/s/ Gifford A. Dieterle President, Treasurer, Principal financial and November 23, 2005
-------------------------------- Accounting officer and Chairman of the Board
Gifford A. Dieterle.
* Director November 23, 2005
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Jack V. Everett.
* Director November 23, 2005
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Robert N. Roningen
* Director November 23, 2005
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Roger A. Newell
* Director November 23, 2005
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Jeffrey W. Pritchard
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* By: /s/ Gifford A. Dieterle
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Gifford A. Dieterle,
Attorney-in-Fact