UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
One): o
Form 10-K o Form 20-F
o
Form 11-K xForm
10-Q
oForm
10-D oForm
N-SAR o Form
N-CSR
For
Period Ended: 10/31/06
o
Transition Report on Form
10-K
o
Transition Report on Form
20-F
o
Transition Report on Form
11-K
o
Transition Report on Form
10-Q
o
Transition Report on Form
N-SAR
For
the
Transition Period Ended:_____________________________________
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.
--------------------------------------------------------------------------------
If
the
notification relates to a portion of the filing checked above,
identify
the Item(s) to which the notification relates:
--------------------------------------------------------------------------------
PART
I --
REGISTRANT INFORMATION
--------------------------------------------------------------------------------
Full
Name
of Registrants:
Capital
Gold Corporation
--------------------------------------------------------------------------------
Former
Name if Applicable
LEADVILLE
MINING & MILLING CORPORATION
--------------------------------------------------------------------------------
Address
of Principal Executive Offices (Street and Number)
76
Beaver
Street - 26th
floor
--------------------------------------------------------------------------------
City,
State and Zip Code
New
York,
NY 10005
--------------------------------------------------------------------------------
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
---------------------------------------------------------------------------
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 o
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 o 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.
Our
net
loss for the three months ended October 31, 2006 and 2005 was approximately
$1,161,000 and $813,000, respectively, an increase of approximately $348,000
or
43% from the three months ended October 31, 2005. The primary reason for the
increase in loss during the three months ended October 31, 2006 was due to
1) an
increase in selling, general and administrative expenses of approximately
$343,000 as compared to the same period a year ago and 2) losses of
approximately $241,857 in the current period due to the change in fair value
of
our derivative instruments. These increases in loss were offset by a decrease
in
mine expenses due to higher planning and engineering costs being expensed in
the
prior period. Net loss per share was $0.01 and $0.01 for the three months ended
October 31, 2006 and 2005, respectively.
Capital
Gold Corporation
-------------------------------------------------------
(Name
of
Registrant as Specified in Charter)
has
caused this notification to be signed on their behalf by the undersigned
hereunto
duly authorized.
| |
|
|
| |
|
|
|
|
| Date: December
15, 2006 |
By: |
/s/ Christopher
Chipman |
| |
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).
--------------------------------------------------------------------------------