UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 5, 2009
 
Capital Gold Corporation 
(Exact name of Registrant as specified in its charter)
 
Delaware
0-13078
13-3180530
(State or other jurisdiction of incorporation or
organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
76 Beaver Street
New York, New York
10005
(Address of principal executive offices)
(Zip Code)
 
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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 2.02 Results of Operations and Financial Condition.

On February 5, 2009, Capital Gold Corporation (the “Company”) issued a press release announcing its gold production and gross proceeds of gold sold for the second quarter ended January 31, 2009.
 
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.  The information furnished in this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d)           Exhibits
 
Exhibits
 
 
99.1
Press release issued by Capital Gold Corporation dated February 5, 2009
 
 
 
 

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.
 
CAPITAL GOLD CORPORATION
 
February 5, 2009
By:
/s/ Christopher Chipman
   
Christopher Chipman
   
Chief Financial Officer