UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 12b-25 SEC FILE NUMBER
0-13078
NOTIFICATION OF LATE FILING ---------------
CUSIP NUMBER
14018Y106
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(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: 4/30/06
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: _____________________________________
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Read Instructions (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrants:
Capital Gold Corporation
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Former Name if Applicable:
LEADVILLE MINING & MILLING CORPORATION
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Address of Principal Executive Offices (Street and Number):
76 Beaver Street - 26th floor
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City, State and Zip Code:
New York, NY 10005
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PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report on Form 10-QSB will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12(b)-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-KSB could not be
filed within the prescribed time period. (Attach Extra Sheets If Needed)
"The financial statements and Managements Discussion are not completed."
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Christopher Chipman 212 344-2785
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Name Area Code Telephone Number
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Company anticipates that the results of operations for the three and nine
months ended April 30, 2006, will be significantly different from the
corresponding period for the last fiscal year. The Company anticipates that its
net loss for the three months ended April 30, 2006 will be approximately
$1,082,000, which would be $685,000 or 173% greater than its net loss for the
three months ended April 30, 2005, which was $397,000. The Company believes that
the increase in net loss resulted primarily from an increase in professional,
engineering and consulting costs associated with planning its El Chanate project
for production as well as an increase in investor relations, professional,
consulting and listing fees during the three months ended April 30, 2006. The
Company's net loss for the nine months ended April 30, 2006 is anticipated to be
approximately $2,817,000, which would be $1,546,000 or 122% greater than its net
loss for the nine months ended April 30, 2005, which was $1,271,000. These
results may change based on the outcome of the Company's valuation of its call
option purchase of gold for the period March 2007 through September 2010 at a
price of $535/oz.
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Capital Gold Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on their behalf by the undersigned
hereunto duly authorized.
Date: June 14, 2006 By: /s/ Christopher Chipman
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Christopher Chipman
Instruction: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
-----------------------------------ATTENTION------------------------------------
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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