UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25                  SEC FILE NUMBER
                                                                    0-13078
                           NOTIFICATION OF LATE FILING          ---------------
                                                                 CUSIP NUMBER
                                                                   14018Y106
                                                                ---------------

(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:   4/30/07
                           -------------------
          |_| 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


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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-QSB could not be
filed within the prescribed time
period. (Attach Extra Sheets If Needed)

The Form 10-QSB as timely filed yesterday inadvertently excluded conformed
signatures on the signature page and the certification exhibits. An amended Form
10-QSB is being filed immediately after this form 12b-25 is filed.

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

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(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 registrant's net loss for the three months ended April 30, 2007 was
approximately $2,649,000, an increase of approximately $1,167,000 or 79% from
the three months ended April 30, 2006. The primary reasons for the increase in
net loss during the three months ended April 30, 2007 were: 1) an increase in
exploration expenditures of approximately $581,000; 2) an increase in selling,
general and administrative expenses of approximately $307,000; and 3) an
increase in depreciation and amortization of approximately $278,000. Net loss
per share was $.02 and $.01 for the three months ended April 30, 2007 and 2006,
respectively.




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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 15, 2007             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).
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