Edgar Filing: CAPITAL GOLD CORP

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2010

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-13078

CAPITAL GOLD CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE		13-3180530
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

76 Beaver Street, 14thfloor, New York, NY 10005

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 344-2785

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filerx

Non-accelerated filer	¨	Smaller reporting company ¨
(do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso No x

Indicate the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date.

Class	Outstanding at June 4, 2010

Common Stock, par value $.0001 per share		48,559,521

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying financial statements are unaudited for the interim periods, but include all adjustments (consisting only of normal recurring adjustments), which we consider necessary for the fair presentation of results for the three and nine months ended April 30, 2010.

Moreover, these financial statements do not purport to contain complete disclosure in conformity with U.S. generally accepted accounting principles and should be read in conjunction with our audited financial statements at, and for the fiscal year ended July 31, 2009.

The results reflected for the three and nine months ended April 30, 2010 are not necessarily indicative of the results for the entire fiscal year ending July 31, 2010.

As discussed more fully in Note 1 to the accompanying condensed consolidated financial statements, the financial information as of the fiscal year ended July 31, 2009 and for the three and nine months ended April 30, 2009 has been recast so that the basis of presentation is consistent with that of the financial information as of April 30, 2010 and for the three and nine months ended April 30, 2010. This recast reflects a 1-for-4 reverse stock split of the Company’s common stock that became effective on January 25, 2010.

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CAPITAL GOLD CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(in thousands, except for share and per share amounts)

	April 30, 2010 (unaudited)			July 31, 2009
ASSETS
Current Assets:
Cash and Cash Equivalents	$	9,203		$	6,448
Accounts Receivable		-			2,027
Ore on Leach Pads (Note 6)		30,767			20,024
Material and Supply Inventories (Note 5)		2,109			1,381
Marketable Securities (Note 4)		75			35
Prepaid Expenses		444			277
Other Current Assets (Note 7)		1,018			1,101
Total Current Assets		43,616			31,293

Mining Concessions (Note 10)		52			51
Property & Equipment – net (Note 8)		25,134			22,417
Intangible Assets – net (Note 9)		672			318
Other Assets:
Deferred Financing Costs		1,641			2,232
Other Long-term Assets		332			98
Total Other Assets		1,973			2,330
Total Assets	$	71,447		$	56,409
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable	$	1,103		$	988
Accrued Expenses (Note 17)		7,114			1,633
Derivative Contracts (Note 16)		72			193
Deferred Tax Liability (Note 18)		4,571			4,233
Current Portion of Long-term Debt (Note 15)		3,600			3,600
Total Current Liabilities		16,460			10,647

Reclamation and Remediation Liabilities (Note 11)		2,016			1,594
Other liabilities		276			78
Long-term Debt (Note 15)		1,700			4,400
Total Long-term Liabilities		3,992			6,072

Commitments and Contingencies

Stockholders’ Equity:
Common Stock, Par Value $.0001 Per Share;
Authorized 75,000,000 shares; Issued and
Outstanding 48,475,507 and 48,463,406 shares, respectively		5			5
Additional Paid-In Capital		64,813			64,071
Accumulated Deficit		(13,426	)		(22,089	)
Deferred Compensation		(97	)		(319	)
Accumulated Other Comprehensive Income (Note 12)		(300	)		(1,978	)
Total Stockholders’ Equity		50,995			39,690
Total Liabilities and Stockholders’ Equity	$	71,447		$	56,409

The accompanying notes are an integral part of the financial statements.

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CAPITAL GOLD CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

(in thousands, except for share and per share amounts)

	For The Three Months Ended
	April 30,
	2010			2009
Revenues
Sales – Gold, net	$	17,525		$	12,395
Costs and Expenses:
Costs Applicable to Sales		6,601			3,698
Depreciation and Amortization		838			563
General and Administrative		3,753			1,361
Exploration		320			329
Total Costs and Expenses		11,512			5,951
Income from Operations		6,013			6,444

Other Income (Expense):
Interest Income		4			7
Interest Expense		(326	)		(351	)
Other Expense		34			(40	)
Loss on change in fair value of derivative		-			(1,391	)
Total Other Expense		(288	)		(1,775	)

Income before Income Taxes		5,725			4,669

Income Tax Expense		(2,946	)		(2,115	)

Net Income	$	2,779		$	2,554

Income Per Common Share
Basic	$	0.06		$	0.05
Diluted	$	0.06		$	0.05

Basic Weighted Average Common Shares Outstanding		48,486,705			48,340,687
Diluted Weighted Average Common Shares Outstanding		50,264,669			50,206,726

The accompanying notes are an integral part of the financial statements.

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CAPITAL GOLD CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

(in thousands, except for share and per share amounts)

	For The Nine Months Ended
	April 30,
	2010			2009
Revenues
Sales – Gold, net	$	42,480		$	32,939
Costs and Expenses:
Costs Applicable to Sales		15,336			10,395
Depreciation and Amortization		2,063			1,535
General and Administrative		7,413			3,800
Exploration		1,000			1,224
Total Costs and Expenses		25,812			16,954
Income from Operations		16,668			15,985

Other Income (Expense):
Interest Income		11			32
Interest Expense		(1,046	)		(1,264	)
Other Expense		(27	)		(273	)
Loss on change in fair value of derivative		-			(1,969	)
Total Other Expense		(1,062	)		(3,474	)

Income before Income Taxes		15,606			12,511

Income Tax Expense		(6,943	)		(4,824	)

Net Income	$	8,663		$	7,687

Income Per Common Share
Basic	$	0.18		$	0.16
Diluted	$	0.17		$	0.15

Basic Weighted Average Common Shares Outstanding		48,487,931			48,282,926
Diluted Weighted Average Common Shares Outstanding		49,987,145			49,801,877

The accompanying notes are an integral part of the financial statements.

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CAPITAL GOLD CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except for share and per share amounts)

											Accumulated
						Additional					Other						Total
	Common Stock					paid-in-		Accumulated			Comprehensive			Deferred			Stockholders’
	Shares			Amount		Capital		Deficit			Income/(Loss)			Compensation			Equity
Balance at July 31, 2009		48,463,406		$	5	$	64,071	$	(22,089	)	$	(1,978	)	$	(319	)	$	39,690
Equity based compensation		(63,333	)		-		689		-			-			222			911
Common stock issued upon the exercising of options and warrants		75,434			-		53		-			-			-			53
Net income for the nine months ended April 30, 2010		-			-		-		8,663			-			-			8,663
Change in fair value on interest rate swaps		-			-		-		-			122			-			122
Unrealized gain on marketable securities		-			-		-		-			40			-			40
Equity adjustment from foreign currency translation		-			-		-		-			1,516			-			1,516
Total comprehensive income		-			-		-		-			-			-			10,341
Balance at April 30, 2010		48,475,507		$	5	$	64,813	$	(13,426	)	$	(300	)	$	(97	)	$	50,995

The accompanying notes are an integral part of the financial statements.

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CAPITAL GOLD CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

(in thousands, except for share and per share amounts)

	For The
	Nine Months Ended
	April 30,
	2010			2009
Cash Flow From Operating Activities:
Net Income	$	8,663		$	7,687
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization		2,063			1,535
Amortization of Deferred Financing Costs		741			734
Accretion of Reclamation and Remediation		111			113
Loss on change in fair value of derivative		-			1,969
Equity Based Compensation		911			798
Changes in Operating Assets and Liabilities:
Decrease (increase) in Accounts Receivable		2,027			(527	)
Increase in Prepaid Expenses		(167	)		(93	)
Increase in Inventory		(10,893	)		(3,298	)
Decrease (increase) in Other Current Assets		82			(34	)
Decrease (increase) in Other Long-term Assets		(234	)		(260	)
Increase in Accounts Payable		115			180
Decrease in Derivative Liability		-			(2,684	)
Increase (decrease) in Other Liability		198			(17	)
Increase (decrease) in Reclamation and Remediation		308			(511	)
Increase in Deferred Tax Liability		338			523
Increase in Accrued Expenses		5,481			1,196
Net Cash Provided By Operating Activities		9,744			7,311

Cash Flow From Investing Activities:
Purchase of Mining, Milling and Other Property and Equipment		(5,319	)		(4,590	)
Purchase of Intangibles		(393	)		(180	)

Net Cash Used in Investing Activities		(5,712	)		(4,770	)

The accompanying notes are an integral part of the financial statements.

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CAPITAL GOLD CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS – CONTINUED

(UNAUDITED)

(in thousands, except for share and per share amounts)

	For The
	Nine Months Ended
	April 30,
	2010			2009

Cash Flow From Financing Activities:
Repayments from Affiliate, net		4			5
Payment of Deferred Finance Costs		(150	)		-
Repayments on Note Payable		(2,700	)		(3,375	)
Proceeds From Issuance of Common Stock		53			144
Net Cash Used in Financing Activities		(2,793	)		(3,226	)
Effect of Exchange Rate Changes		1,516			(3,120	)
(Decrease) Increase In Cash and Cash Equivalents		2,755			(3,805	)
Cash and Cash Equivalents - Beginning		6,448			10,992
Cash and Cash Equivalents – Ending	$	9,203		$	7,187

Supplemental Cash Flow Information:
Cash Paid For Interest	$	328		$	465
Cash Paid For Income Taxes	$	4,521		$	2,572
Non-Cash Financing Activities:
Change in Fair Value of Derivative Instrument	$	122		$	12

The accompanying notes are an integral part of the financial statements.

-8-

CAPITAL GOLD CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except for per share and ounce amounts)

NOTE 1 - Basis of Presentation

Capital Gold Corporation (“Capital Gold” or, the “Company”) owns rights to property located in the State of Sonora, Mexico. The Company is engaged in the production of gold and silver from its properties in Mexico as well as exploration for additional mineral properties. All of the Company's mining activities are in Mexico.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly the condensed consolidated financial position and results of operations and cash flows for the periods presented. They include the accounts of Capital Gold Corporation and its wholly owned and majority owned subsidiaries, Leadville Mining and Milling Holding Corporation, Minera Santa Rita, S.A de R.L. de C.V.(“MSR”) and Oro de Altar S. de R. L. de C.V. (“Oro”) as well as the accounts within Caborca Industrial S.A. de C.V. (“Caborca Industrial”), a Mexican corporation that is 100% owned by two of the Company’s officers and directors for mining support services. These services include, but are not limited to, the payment of mining salaries and related costs. Caborca Industrial bills the Company for these services at slightly above cost. This entity is considered a variable interest entity in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") guidance for consolidation accounting.

All significant intercompany accounts and transactions are eliminated in consolidation. Certain items in these financial statements have been reclassified to conform to the current period presentation.

The financial information in the accompanying condensed consolidated financial statements as of the fiscal year ended July 31, 2009 and for the three and nine months ended April 30, 2009 has been recast so that the basis of presentation is consistent with that of the financial information as of April 30, 2010 and for the three and nine months ended April 30, 2010. This recast reflects a 1-for-4 reverse stock split of the Company’s common stock that became effective on January 25, 2010.

The notes to the consolidated financial statements contained in the Annual Report on Form 10-K for the year ended July 31, 2009 should be read in conjunction with these condensed consolidated financial statements. Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.

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NOTE 2 – Summary of Significant Accounting Policies

Recently Issued Accounting Pronouncements

The Accounting Standards Codification

In June 2009, the Financial Accounting Standards Board (“FASB”) established the FASB Accounting Standards Codification (“ASC”) as the single source of authoritative GAAP to be applied by nongovernmental entities. The ASC is a new structure which took existing accounting pronouncements and organized them by accounting topic. Relevant authoritative literature issued by the Securities and Exchange Commission (“SEC”) and select SEC staff interpretations and administrative literature was also included in the ASC. All other accounting guidance not included in the ASC is non-authoritative. The ASC was effective for the Company’s interim quarterly period beginning August 1, 2009. The adoption of the ASC did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

Share-Based Payment Transactions

Effective August 1, 2009, the Company adopted a provision in accordance with ASC guidance for earnings per share (originally issued as FASB Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”). This guidance establishes that unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and shall be included in the computation of earnings per share under the two-class method. The adoption of the ASC did not have a material effect on the Company’s Condensed Consolidated Financial Statements.

Fair Value Measurements

In January 2010, the ASC guidance for fair value measurements and disclosure was updated to require additional disclosures related to: i) transfers in and out of level 1 and 2 fair value measurements and ii) enhanced detail in the level 3 reconciliation. The guidance was amended to provide clarity about: i) the level of disaggregation required for assets and liabilities and ii) the disclosures required for inputs and valuation techniques used to measure fair value for both recurring and nonrecurring measurements that fall in either level 2 or level 3. The updated guidance is effective for the Company’s interim reporting period beginning February 1, 2010, with the exception of the Level 3 disaggregation, which is effective for the fiscal years beginning August 1, 2011. The Company is evaluating the potential impact of adopting this guidance on the Company’s consolidated financial position, results of operations and cash flows.

Variable Interest Entities

In June 2009, the ASC guidance for consolidation accounting was updated to require an entity to perform a qualitative analysis to determine whether the enterprise’s variable interest gives it a controlling financial interest in a variable interest entity (“VIE”). This analysis identifies a primary beneficiary of a VIE as the entity that has both of the following characteristics: i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and ii) the obligation to absorb losses or receive benefits from the entity that could potentially be significant to the VIE. The updated guidance also requires ongoing reassessments of the primary beneficiary of a VIE. The updated guidance is effective for the Company’s fiscal year beginning August 1, 2010. The Company currently accounts for Caborca Industrial (“CI”) as a VIE and is evaluating the potential impact of adopting this statement on the Company’s consolidated financial position, results of operations and cash flows.

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Equity-linked Financial Instruments

In June 2008, the ASC guidance for derivatives and hedging when accounting for contracts in an entity’s own equity was updated to clarify the determination of whether an instrument (or embedded feature) is indexed to an entity’s own stock which would qualify as a scope exception from hedge accounting. The updated guidance was effective for the Company’s fiscal year beginning August 1, 2009. The adoption had no impact on the Company’s consolidated financial position or results of operations.

Accounting for the Useful Life of Intangibles

In April 2008, the ASC guidance for goodwill and other intangibles was updated to amend the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The intent of this update is to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under guidance for business combinations. The updated guidance was effective for the Company’s fiscal year beginning August 1, 2009 and was applied prospectively to intangible assets acquired after the effective date. The adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

NOTE 3 - Equity Based Compensation

In connection with offers of employment to the Company’s executives as well as in consideration for agreements with certain consultants, the Company issues options and warrants to acquire its common stock. Employee and non-employee awards are made at the discretion of the Board of Directors.

Such options and warrants may be exercisable at varying exercise prices currently ranging from $1.40 to $3.60 per share of common stock. Certain of these grants are exercisable immediately upon grant while others vest. Certain grants have vested or are vesting over a period of between three to five years. Also, certain grants contain a provision whereby they become immediately exercisable upon a change of control.

The Company accounts for stock compensation under ASC guidance for compensation – stock compensation, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This expense must be recognized ratably over the requisite service period following the date of grant.

The Company accounts for non-employee equity based awards in which goods or services are the consideration received for the equity instruments issued at their fair value.

The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model. Expected volatility is based on the historical volatility of the price of the Company stock. The risk-free interest rate is based on U.S. Treasury issues with a term equal to the expected life of the option. The Company uses historical data to estimate expected dividend yield and expected life. The estimate of the number of forfeitures considers historical employee turnover rates and expectations about the future. The estimated per share weighted average grant-date fair values of stock options and warrants granted during the nine months ended April 30, 2010, and 2009 were $2.16 and $1.12. The fair values of the options and warrants granted were estimated based on the following weighted average assumptions:

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	Nine months ended April 30,
	2010			2009
Expected volatility		71.25	%		69.98-79.72	%
Risk-free interest rate		2.48	%		0.86-1.56	%
Expected dividend yield		-			-
Expected life	5.0 years			2.0 – 5.0 years
Forfeiture rate		-			-

Stock option and activity for employees during the fiscal years ended July 31, 2009 and 2008, and nine months ended April 30, 2010 are as follows (all tables in thousands, except for option, price and term data):

	Number of Options			Weighted average exercise price		Weighted average remaining contracted term (years)		Aggregate intrinsic value

Outstanding at July 31, 2007		625,000		$	1.36		1.20	$	255
Options granted*		625,000			2.52		-		-
Options exercised		(362,500	)		1.28		-		-
Options expired		-			-		-		-
Outstanding at July 31, 2008		887,500		$	2.20		4.00	$	334
Options granted*		250,000			1.96		-		-
Options exercised		(176,432	)		1.48		-		-
Options expired		(86,068	)		1.40		-		-
Options outstanding at July 31, 2009		875,000		$	2.36		5.18	$	70
Options granted*		500,000		$	3.60		-		-
Options exercised		(26,932	)		2.18		-		-
Options expired		(322,235	)		2.26		-		-
Options outstanding at April 30, 2010		1,025,833		$	3.00		4.61	$	676
Options exercisable at April 30, 2010		550,000		$	2.76		4.53	$	494

* Issuances under 2006 Equity Incentive Plan.

-12-

Unvested stock option balances for employees at April 30, 2010 are as follows:

	Number of Options			Weighted average exercise price		Weighted average remaining contracted term (years)		Aggregate Intrinsic value

Outstanding at July 31, 2007		37,500		$	1.28		1.67	$	17
Options granted		625,000			2.52		-		-
Options vested		(225,000	)		2.32		-		-
Unvested Options Outstanding at July 31, 2008		437,500		$	2.52		4.49	$	8
Options granted		250,000			1.96		-		-
Options vested		(250,000	)		2.24		-		-
Unvested Options outstanding at July 31, 2009		437,500		$	2.36		5.18	$	35
Options granted		500,000			3.60		-		-
Options vested		(237,500	)		3.23		-		-
Options expired		(224,167	)		2.26		-		-
Unvested Options outstanding at April 30, 2010		475,833		$	3.28		4.71	$	182

-13-

Stock option and warrant activity for non-employees during the years ended July 31, 2009 and 2008, and nine months ended April 30, 2010 are as follows:

	Number of options			Weighted average exercise price		Weighted average remaining contracted term (years)		Aggregate Intrinsic value
Warrants and options outstanding at July 31, 2007		5,633,886		$	1.32		1.48	$	2,578
Options granted*		428,750			2.64
Options exercised		(5,388,886	)		1.32		-		-
Options expired		(170,000	)		1.20		-		-
Warrants and options outstanding at July 31, 2008		503,750		$	2.48		3.54	$	54
Options granted		350,000			2.00		-		-
Options exercised		(37,500	)		1.56		-		-
Options expired		(37,500	)		1.56		-		-
Warrants and options outstanding at July 31, 2009		778,750		$	2.36		3.36	$	73
Options granted		187,500			3.60		-		-
Options exercised		(48,502	)		1.77		-		-
Options expired		(305,248	)		2.21		-		-
Warrants and options outstanding at April 30, 2010		612,500		$	2.84		3.07	$	489
Warrants and options exercisable at April 30, 2010		429,166		$	2.84		1.78	$	353

* 278,750 issued under 2006 Equity Incentive Plan.

-14-

Unvested stock option balances for non-employees at April 30, 2010 are as follows:

	Number of Options			Weighted Average Exercise Price		Weighted average remaining contracted term (years)		Aggregate Intrinsic value
Outstanding at July 31, 2007		-			-		-		-
Options granted		162,500			2.52		-		-
Options vested		(48,750	)		2.52		-		-
Outstanding at July 31, 2008		113,750		$	2.52		4.49	$	3
Options granted		318,750			1.96		-		-
Options vested		(191,875	)		2.04		-		-
Outstanding at July 31, 2009		240,625		$	2.16		4.88	$	70
Options granted		187,500			3.60		-		-
Options vested		(129,166	)		3.07		-		-
Options expired		(115,625	)		2.35		-		-
Unvested options outstanding at April 30, 2010		183,334		$	2.85		4.30	$	148

The impact on the Company’s results of operations of recording equity based compensation for the nine months ended April 30, 2010 and 2009, for employees and non-employees was approximately $911 and $798 and reduced earnings per share by $0.02 and $0.02 per basic and diluted share, for each period. The Company has not recognized any tax benefit or expense for the nine months ended April 30, 2010 and 2009, related to these items due to the Company’s net operating losses and corresponding valuation allowance within the U.S. (See Note 18).

As of April 30, 2010, there was approximately $232 of unrecognized equity based compensation cost related to options granted which have not yet vested.

NOTE 4 - Marketable Securities

Marketable securities are classified as current assets and are summarized as follows:

	(in thousands)
	April 30, 2010		July 31, 2009
Marketable equity securities, at cost	$	50	$	50
Marketable equity securities, at fair value (See Note 14)	$	75	$	35

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NOTE 5 – Material and Supplies Inventories

	(in thousands)
	April 30, 2010		July 31, 2009
Materials, supplies and other	$	2,109	$	1,381
Total	$	2,109	$	1,381

NOTE 6 - Ore on Leach Pads and Inventories (“In-Process Inventory”)

	(in thousands)
	April 30, 2010		July 31, 2009
Ore on leach pads	$	30,767	$	20,024
Total	$	30,767	$	20,024

Costs that are incurred in or benefit the productive process are accumulated as ore on leach pads and inventories. Ore on leach pads and inventories are carried at the lower of average cost or market. The current portion of ore on leach pads and inventories is determined based on the amounts to be processed within the next 12 months.

In-process inventories represent materials that are currently in the process of being converted to a saleable product. Conversion processes vary depending on the nature of the ore and the specific processing facility. In-process material are measured based on assays of the material fed into the process and the projected recoveries of the respective plants. In-process inventories are valued at the average cost of the material fed into the process attributable to the source material coming from the mines and/or leach pads plus the in-process conversion costs, including applicable depreciation relating to the process facilities incurred to that point in the process.

NOTE 7 – Other Current Assets

Other current assets consist of the following:

	(in thousands)
	April 30, 2010		July 31, 2009

Value added tax to be refunded	$	765	$	1,032
MRS receivable		219		-
Loans receivable – affiliate		30		33
Deposit		4		26
Other		-		10
Total Other Current Assets	$	1,018	$	1,101

-16-

On January 25, 2010, the Company entered into a Collateral Agreement (the “Collateral Agreement”) with Metal Recovery Solutions, LLC (“MRS”), a privately-held Nevada company, in which it was proposed that the Company would acquire twenty-five percent of all of the issued and outstanding equity of MRS for aggregate investment of $2,000. The Collateral Agreement required the Company to promptly pay $500 to MRS, with the Company’s intention to invest the remaining $1,500 being set forth in a letter of intent (the “LOI”) entered into on January 25, 2010, the material terms of which were non-binding. The Company’s obligation to invest the remaining $1,500 was contingent upon the execution of a definitive Investment Agreement (the “Investment Agreement”). Because the Investment Agreement was not consummated, the Collateral Agreement provides that the $500 payment to MRS would be repaid with interest (the “MRS Repayment”). Such repayment is secured by cash flows from MRS’s Consulting / Services Agreement with a third-party gold mining company, the expected value of which is $1,275 to MRS.

On March 25, 2010, the Company elected not to pursue the implementation of the MRS technology at its El Chanate mine. Accordingly, the Company has demanded repayment of the amounts paid to MRS in accordance with the letter agreement between MRS and the Company. On May 12, 2010, the parties agreed to reduce the MRS Repayment to $450 and the Company agreed to accept payment over a two year period in equal monthly installments, subject to the negotiation of a definitive settlement agreement. The Company recorded the current portion of $219 within Other Current Assets with the remaining amount due of $231 within Other Long-Term Assets. Interest shall accrue on the outstanding balance at 5% until the principal and any accrued interest is paid in full (See Note 21).

NOTE 8 – Property and Equipment

Property and Equipment consist of the following:

	(in thousands)
	April 30, 2010			July 31, 2009
Process equipment and facilities	$	31,416		$	26,477
Mining equipment		2,494			2,248
Mineral properties		175			175
Construction in progress		181			70
Computer and office equipment		396			389
Improvements		16			16
Furniture		48			47
Total		34,726			29,422

Less: accumulated depreciation		(9,592	)		(7,005	)
Property and equipment, net	$	25,134		$	22,417

Depreciation expense for the nine months ended April 30, 2010 and 2009 was approximately $2,023 and $1,502, respectively.

-17-

NOTE 9 - Intangible Assets

Intangible assets consist of the following:

	(in thousands)
	April 30, 2010			July 31, 2009
Water Rights		510			241
Reforestation fee		198			73
Mobilization Payment to Mineral Contractor		70			70
Investment in Right of Way		18			18
Total		796			402
Accumulated Amortization		(124	)		(84	)
Intangible assets, net	$	672		$	318

Purchased intangible assets consisting of rights of way, water rights, easements, etc. are carried at cost less accumulated amortization. Amortization is computed using the straight-line method over the economic lives of the respective assets, generally five years or using the Units of Production (“UOP”) method. It is the Company’s policy to assess periodically the carrying amount of its purchased intangible assets to determine if there has been an impairment to their carrying value. Impairments of other intangible assets are determined in accordance with ASC guidance for goodwill and other intangibles. There was no impairment at April 30, 2010.

Amortization expense for the nine months ended April 30, 2010 and 2009 was approximately $40 and $33, respectively.

NOTE 10 - Mining Concessions

Mining concessions consists of the following:

	(in thousands)
	April 30, 2010			July 31, 2009
El Chanate	$	49		$	45
El Charro		25			25
Total		74			70
Less: accumulated amortization		(22	)		(19	)
Total	$	52		$	51

The El Chanate concessions are carried at historical cost and are being amortized using the UOP method. Amortization expense for the nine months ended April 30, 2010 and 2009 was approximately $3 and $6, respectively.

NOTE 11 - Reclamations and Remediation Liabilities (“Asset Retirement Obligations”)

The Company includes environmental and reclamation costs on an ongoing basis, in our internal revenue and cost projections. No assurance can be given that environmental regulations will not be changed in a manner that would adversely affect the Company’s planned operations. As of April 30, 2010, we estimated the reclamation costs for the El Chanate site to be approximately $3,766. Reclamation costs are allocated to expense over the life of the related assets and are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation and abandonment costs. The Asset Retirement Obligation is based on when the spending for an existing environmental disturbance and activity to date will occur. The Company reviews, on an annual basis, unless otherwise deemed necessary, the Asset Retirement Obligation at each mine site. The Company reviewed the estimated present value of the El Chanate mine reclamation and closure costs as of April 30, 2010 primarily due to the addition of the new leach pad. As of April 30, 2010, approximately $2,016 was accrued for reclamation obligations relating to mineral properties in accordance with ASC guidance for asset retirement and environmental obligations.

-18-

The following is a reconciliation of the liability for long-term Asset Retirement Obligations for the nine months ended April 30, 2010:

	(in thousands)
Balance as of July 31, 2009	$	1,594
Additions, changes in estimates and other		434
Liabilities settled		(123	)
Accretion expense		111
Balance as of April 30, 2010	$	2,016

NOTE 12 – Accumulated Other Comprehensive Income

Accumulated other comprehensive income (loss) consists of foreign currency translation gains and losses, unrealized gains and losses on marketable securities and fair value changes on derivative instruments and is summarized as follows:

	Foreign currency items			Unrealized gain (loss) on securities			Change in fair value of interest rate swaps		Accumulated other comprehensive income

Balance as of July 31, 2009	$	(2,050	)	$	(15	)	$	87	$	(1,978	)
Income (loss)		1,516			40			122		1,678
Balance as of April 30, 2010	$	(534	)	$	25		$	209	$	(300	)

The Company has not recognized any income tax benefit or expense associated with other comprehensive income items for the year ended July 31, 2009 and the nine months ended April 30, 2010 due to the existence of net operating losses.

NOTE 13 - Related Party Transactions

In August 2002, the Company purchased marketable equity securities of a related company. The Company recorded approximately $4 and $5 in expense reimbursements including office rent from this entity for the nine months ended April 30, 2010, and 2009, respectively (See Note 4).

The Company utilizes Caborca Industrial, a Mexican corporation that is 100% owned by Gifford A. Dieterle, the Company’s former Chief Executive Officer, and another officer and director of the Company. These services include but are not limited to the payment of mining salaries and related costs. Caborca Industrial bills the Company for these services at slightly above cost. The profit from Caborca Industrial represents additional remuneration paid quarterly to the workers at the mine. Mining expenses charged by Caborca Industrial and eliminated upon consolidation amounted to approximately $4,182 and $3,561 for the nine months ended April 30, 2010 and 2009, respectively.

-19-

The Company incurred approximately $7 and $15 during the nine months ended April 30, 2010 and 2009, respectively, for services provided related to marketing materials. The firm providing the services is owned and operated by relatives of the Company’s President and COO, John Brownlie.

On September 17, 2009, the Company terminated Jeffrey W. Pritchard as Executive Vice President and Secretary of the Company without cause pursuant to a restructuring of its corporate investor relations functions. The termination was effective September 15, 2009. Mr. Pritchard also resigned as a Director of the Company effective September 29, 2009. As part of the settlement, Mr. Pritchard received a lump sum payment of approximately $426.

On January 19, 2010, the Compensation Committee of the Board of Directors of the Company approved a new employment agreement (the “Agreement”) for John Brownlie, the Company’s President, Chief Operating Officer and a Director of the Company. The term of the agreement is for three years commencing January 19, 2010, and will automatically extend for consecutive one-year terms unless Mr. Brownlie or the Company notifies the other party that it does not wish to extend the Agreement. The Agreement provides for an initial base salary to Mr. Brownlie of $275 plus an immediate payment of $375 for reaching certain milestones. The Agreement provides for an additional payment upon the accomplishment of other goals. The Agreement also grants Mr. Brownlie 500,000 stock options. The exercise price of the stock options is $3.60 per share (per the Plan, the closing price on the Toronto Stock Exchange on the trading day immediately prior to the day of determination converted to U.S. Dollars). In the event of a termination of continuous service (other than as a result of a change of control, as defined in the Plan), unvested stock options shall terminate and, with regard to vested stock options, the exercise period shall be the lesser of the original expiration date or one year from the date continuous service terminates. Upon a change of control, all unvested stock options and unvested restricted stock grants immediately vest. The Company utilized the Black-Scholes method to fair value the 500,000 options. For the nine months ended April 30, 2010, the Company recorded approximately $360 in equity compensation expense on the vested portion of these stock options. The grant date fair value of each stock option was $2.16. The stock options have a term of five years and vest as follows: one-third vested upon issuance and the balance vests on a one-third basis annually thereafter.

On March 11, 2010, the Company entered into an agreement with Gifford A. Dieterle , the Chief Executive Officer (“CEO”) of the Company and Chairman of the Board, pursuant to which Mr. Dieterle resigned his position as CEO and Chairman of the Board, effective March 18, 2010. Pursuant to the agreement, Mr. Dieterle is to receive lump sum payments totaling approximately $376 in September 2010, and additional payments totaling approximately $288 during 2011. In addition, Mr. Dieterle will receive $100 in shares of the Company's common stock in September 2010.

On April 29, 2010, the Company entered into a severance agreement and general release with John Brownlie, the Company’s President and Chief Operating Officer (“COO”), pursuant to which Mr. Brownlie’s employment agreement will terminate and he will resign as President and COO effective upon the earlier of the consummation of the Business combination between the Company and Nayarit Gold or July 1, 2010. Pursuant to the Severance Agreement, Mr. Brownlie will be entitled to severance payments in the aggregate amount of approximately $1,388, payable over a six month period; along with an additional $375 if the closing of the business combination occurs on or prior to the date which is 120 days from the date of the severance agreement.

-20-

NOTE 14 - Stockholders' Equity

Common Stock

The Company received proceeds of approximately $53 during the nine months ended April 30, 2010 from the exercising of an aggregate of 31,250 options issued to officers and directors. The Company also issued 44,184 shares upon the cashless exercising of options during the nine months ended April 30, 2010.

As part of the settlement agreement with the Company’s former Executive Vice-President, upon his termination without cause, the unvested portion of a previous restricted share grant of 41,667 shares was forfeited. As part of the severance agreement with the Company’s former Chief Executive Officer, the unvested portion of a previous restricted share grant of 20,833 shares was forfeited. An additional 833 shares, the unvested portion of a previous restricted share grant, was forfeited by a former employee of the Company.

During the nine months ended April 30, 2010 and 2009, the Company recorded approximately $911 and $675 in equity compensation expense related to the vesting of restricted stock grants and stock options, respectively. As of April 30, 2010, the total compensation cost related to unvested restricted stock granted, but not yet recognized, was $97.

The Company accounts for non-employee equity based awards in which goods or services are the consideration received for the equity instruments issued at their fair value.

Stock Split

On January 25, 2010, the Company announced that, to meet minimum share price requirements in connection with its NYSE Amex listing, it effected a reverse stock split, with every four (4) shares of common stock of the Company issued and outstanding being converted into one (1) share of common stock. The reverse split was originally approved by shareholders at the Annual Shareholders Meeting held on October 31, 2008 and subsequently ratified by shareholders at the recent Annual Shareholders Meeting held on January 19, 2010. No fractional common shares will be issued in connection with the reverse split. A holder of common shares, who otherwise would have been entitled to receive a fractional share as a result of the reverse split, will receive an amount in cash equal to the dollar amount multiplied by such fractional entitlement.

On February 1, 2010, the securities of Capital Gold Corporation were approved by the NYSE Amex LLC (the “Exchange”) for listing and registration.

2006 Equity Incentive Plan

The 2006 Equity Incentive Plan (the “Plan”), approved by stockholders on February 21, 2007, is intended to attract and retain individuals of experience and ability, to provide incentive to the Company’s employees, consultants, and non-employee directors, to encourage employee and director proprietary interests in the Company, and to encourage employees to remain in the Company’s employ.

The Plan authorizes the grant of non-qualified and incentive stock options, stock appreciation rights and restricted stock awards (each, an “Award”). A maximum of 4,375,000 shares of common stock are reserved for potential issuance pursuant to Awards under the Plan. Unless sooner terminated, the Plan will continue in effect for a period of 10 years from its effective date.

-21-

The Plan is administered by the Company’s Board of Directors which has delegated the administration to the Company’s Compensation Committee. The Plan provides for Awards to be made to such of the Company’s employees, directors and consultants and its affiliates as the Board may select.

Stock options awarded under the Plan may vest and be exercisable at such times (not later than 10 years after the date of grant) and at such exercise prices (not less than Fair Market Value at the date of grant) as the Board may determine. Unless otherwise determined by the Board, stock options shall not be transferable except by will or by the laws of descent and distribution. The Board may provide for options to become immediately exercisable upon a "change in control," as defined in the Plan.

On July 23, 2009, at the recommendation of the Compensation Committee and upon approval by the Board of Directors, the Company amended the 2006 Equity Incentive Plan to provide for cashless exercises of options by participants under the Plan. Payment of the option exercise price may now be made (i) in cash or by check payable to the Company, (ii) in shares of Common Stock duly owned by the option holder (and for which the option holder has good title free and clear of any liens and encumbrances), valued at the fair market value on the date of exercise, or (iii) by delivery back to the Company from the shares acquired on exercise of the number of shares of common stock equal to the exercise price, valued at the fair market value on the date of exercise. Previously, the exercise price of an option must have been paid in cash. No options may be granted under the Plan after the tenth anniversary of its effective date. Unless the Board determines otherwise, there are certain continuous service requirements.

On January 19, 2010, at the recommendation of the Compensation Committee of the Board of Directors, the Company’s Board of Directors approved the issuance of 500,000, 50,000, 50,000, 50,000 and 37,500 options to John Brownlie, Leonard J. Sojka, John Cutler, Stephen Cooper and Trey Wasser, respectively, aggregating 687,500 stock options under our 2006 Equity Incentive Plan. The stock options for John Brownlie and Trey Wasser have a term of five years and vest as follows: one-third vested upon issuance and the balance vests on a one-third basis annually thereafter. The stock options for Leonard J. Sojka, John Cutler, and Stephen Cooper have a term of five years and vest 25,000 on January 19, 2010, 12,500 on January 19, 2011 and 12,500 on January 19, 2012. The exercise price of the stock options is $3.60 per share (per the Plan, the closing price on the Toronto Stock Exchange on the trading day immediately prior to the day of determination converted to U.S. Dollars). In the event of a termination of continuous service (other than as a result of a change of control, as defined in the Plan), unvested stock options shall terminate and, with regard to vested stock options, the exercise period shall be the lesser of the original expiration date or one year from the date continuous service terminates. Upon a change of control, all unvested stock options and unvested restricted stock grants immediately vest. The Company utilized the Black-Scholes method to fair value the 687,500 options received by these individuals totaling $1,486. For the nine months ended April 30, 2010, the Company recorded approximately $603 in equity compensation expense on the vested portion of these stock options. The grant date fair value of each stock option was $2.16.

The Plan provides the Board with the general power to amend the Plan, or any portion thereof at any time in any respect without the approval of the Company’s stockholders, provided however, that the stockholders must approve any amendment which increases the fixed maximum percentage of shares of common stock issuable pursuant to the Plan, reduces the exercise price of an Award held by a director, officer or ten percent stockholder or extends the term of an Award held by a director, officer or ten percent stockholder. Notwithstanding the foregoing, stockholder approval may still be necessary to satisfy the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), Rule 16b-3 of the Securities Exchange Act of 1934, as amended or any applicable stock exchange listing requirements. The Board may amend the Plan in any respect it deems necessary or advisable to provide eligible employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith. Rights under any Award granted before amendment of the Plan cannot be impaired by any amendment of the Plan unless the Participant consents in writing. The Board is empowered to amend the terms of any one or more Awards; provided, however, that the rights under any Award shall not be impaired by any such amendment unless the applicable Participant consents in writing and further provided that the Board cannot amend the exercise price of an option, the Fair Market Value of an Award or extend the term of an option or Award without obtaining the approval of the stockholders if required by the rules of the Toronto Stock Exchange or any stock exchange upon which the common stock is listed.

-22-

NOTE 15 - Debt

Long term debt consists of the following:

	(in thousands)
	April 30, 2010		July 31, 2009

Total long-term debt	$	5,300	$	8,000

Less current portion		3,600		3,600

Long-term debt	$	1,700	$	4,400

In September 2008, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) involving our wholly owned Mexican subsidiaries MSR and Oro, as borrowers (“Borrowers”), the Company, as guarantor, and Standard Bank, as the lender. The Credit Agreement amends and restates the prior credit agreement between the parties dated August 15, 2006. Under the Credit Agreement, MSR and Oro borrowed money in an aggregate principal amount of up to US$12,500 (the “Term Loan”) for the purpose of constructing, developing and operating the El Chanate gold mining project in Sonora State, Mexico. The Company guaranteed the repayment of the Term Loan and the performance of the obligations under the Credit Agreement. As of April 30, 2010 and 2009, the accrued interest on the Term Loan was approximately $12 and $28, respectively.

Term Loan principal shall be repaid quarterly. Payments commenced on September 30, 2008 and consisted of four payments in the amount of $1,125, followed by eight payments in the amount of $900 and two final payments in the amount of $400. There is no prepayment fee. Principal under the Term Loan shall bear interest at a rate per annum equal to the LIBOR Rate plus 2.5% per annum.

The Credit Agreement contains covenants customary for a term note, including but not limited to restrictions (subject to certain exceptions) on incurring additional debt, creating liens on its property, declaring or paying dividends, disposing of any assets, merging with other companies and making any investments. The Company is required to meet and maintain certain financial covenants, including (i) a ratio of current assets to current liabilities at all times greater than or equal to 1.20:1.00, (ii) a quarterly minimum tangible net worth at all times of at least U.S.$15,000, and (iii) a quarterly average minimum liquidity of U.S.$500.

As of April 30, 2010, the Company and its related entities were in compliance with all debt covenants and default provisions. The accounts of Caborca Industrial are not subject to the debt covenants and default provisions.

-23-

The Term Loan is secured by all of the tangible and intangible assets and property owned by MSR and Oro. As additional collateral for the Loan, the Company, together with its subsidiary, Leadville Mining & Milling Holding Corporation, has pledged all of its ownership interest in MSR and Oro.

On September 17, 2009, our $5,000 revolving loan contained within the Credit Agreement expired. The Company had not drawn on this facility during the term period.

In December 2009, the Company executed a mandate letter with Standard Bank which set forth terms and conditions for amending the Credit Agreement to add a revolving loan of $15,000 to the existing Term Loan. The revolving loan would have a term of one year and shall bear interest at a rate per annum equal to the LIBOR Rate, as defined in the Credit Agreement, for the applicable Interest Period plus the Applicable Margin. The Applicable Margin for the Term Loan is 3.0% per annum. There were no significant changes to the existing Term Loan. The revolving loan is subject to credit and regulatory approval as well as legal, regulatory, technical and financial due diligence. We incurred an arrangement fee of $150 in connection with executing the mandate letter which will be amortized over the term of the revolving loan.

Future principal payments on the term loan are as follows (in thousands):

Fiscal Years Ending July 31,

2010	$	900
2011		3,600
2012		800
	$	5,300

NOTE 16 - Sales Contracts, Commodity and Financial Instruments

Interest Rate Swap Agreements

On October 11, 2006, prior to our initial draw on the Credit Agreement, the Company entered into interest rate swap agreements covering about 75% of the expected variable rate debt exposure. Only 50% coverage is required under the Credit Agreement. The termination date on this swap position is December 31, 2010. However, the Company intends to use discretion in managing this risk as market conditions vary over time, allowing for the possibility of adjusting the degree of hedge coverage as it deems appropriate. In any case, the Company’s use of interest rate derivatives will be restricted to use for risk management purposes.

The Company uses variable-rate debt to finance a portion of the El Chanate Project. Variable-rate debt obligations expose the Company to variability in interest payments due to changes in interest rates. As a result of these arrangements, the Company will continuously monitor changes in interest rate exposures and evaluate hedging opportunities. The Company’s risk management policy permits it to use any combination of interest rate swaps, futures, options, caps and similar instruments, for the purpose of fixing interest rates on all or a portion of variable rate debt, establishing caps or maximum effective interest rates, or otherwise constraining interest expenses to minimize the variability of these effects.

-24-

The interest rate swap agreements are accounted for as cash flow hedges, whereby “effective” hedge gains or losses are initially recorded in other comprehensive income and later reclassified to the interest expense component of earnings coincidently with the earnings impact of the interest expenses being hedged. “Ineffective” hedge results are immediately recorded in earnings also under interest expense. No component of hedge results will be excluded from the assessment of hedge effectiveness. The amount expected to be reclassified from other comprehensive income to earnings during the year ending July 31, 2010 from these two swaps was determined to be immaterial.

The following is a reconciliation of the derivative contract regarding the Company’s Interest Rate Swap agreements:

	(in thousands)
Liability balance as of July 31, 2009	$	193
Change in fair value of swap agreement		26
Net cash settlements		(147	)
Liability balance as of April 30, 2010	$	72

The Company is exposed to credit losses in the event of non-performance by counterparties to these interest rate swap agreements, but the Company does not expect any of the counterparties to fail to meet their obligations. To manage credit risks, the Company selects counterparties based on credit ratings, limits its exposure to a single counterparty under defined guidelines, and monitors the market position with each counterparty as required by ASC guidance for derivatives and hedging.

The Effect of Derivative Instruments on the Statement of Operations (in thousands):

Quarter Ended	Derivatives in Cash Flow Hedging Relationships	Effective Results Recognized in OCI			Location of Results Reclassified from AOCI to Earnings	Amount Reclassified from AOCI to Income			Ineffective Results Recognized in Earnings		Location of Ineffective Results
7/31/08	Interest Rate contracts	$	19		Interest Income (Expense)		(49	)		-	N/A
10/31/08	Interest Rate contracts	$	(38	)	Interest Income (Expense)		(38	)		-	N/A
1/31/09	Interest Rate contracts	$	(95	)	Interest Income (Expense)		(35	)		-	N/A
4/30/09	Interest Rate contracts	$	(16	)	Interest Income (Expense)		(55	)		-	N/A
7/31/09	Interest Rate contracts	$	(19	)	Interest Income (Expense)		(55	)		-	N/A
10/31/09	Interest Rate contracts	$	(16	)	Interest Income (Expense)		(53	)		-	N/A
1/31/10	Interest Rate contracts	$	(8	)	Interest Income (Expense)		(48	)		-	N/A
4/30/10	Interest Rate contracts	$	(1	)	Interest Income (Expense)		(38	)		-	N/A

-25-

Fair Value of Derivative Instruments in a Statement of Financial Position and the Effect of Derivative Instruments on the Statement of Financial Performance (in thousands):

	Liability Derivatives
July 31, 2008	Balance Sheet Location	Fair Values

Derivatives designated as hedging instruments
Interest rate derivatives	Current Liabilities	$	192
Derivatives designated as non-hedging instruments
Gold derivatives	Current Liabilities	$	738

	Liability Derivatives
October 31, 2008	Balance Sheet Location	Fair Values
Derivatives designated as hedging instruments
Interest rate derivatives	Current Liabilities	$	199
Derivatives designated as non- hedging instruments
Gold derivatives	Current Liabilities	$	734

	Liability Derivatives
January 31, 2009	Balance Sheet Location	Fair Values
Derivatives designated as hedging instruments
Interest rate derivatives	Current Liabilities	$	268
Derivatives designated as non-hedging instruments
Gold derivatives	Current Liabilities	$	719

	Liability Derivatives
April 30, 2009	Balance Sheet Location	Fair Values
Derivatives designated as hedging instruments
Interest rate derivatives	Current Liabilities	$	228

	Liability Derivatives
July 31, 2009	Balance Sheet Location	Fair Values
Derivatives designated as hedging instruments
Interest rate derivatives	Current Liabilities	$	193
	Liability Derivatives
October 31, 2009	Balance Sheet Location	Fair Values
Derivatives designated as hedging instruments
Interest rate derivatives	Current Liabilities	$	154
January 31, 2010	Balance Sheet Location	Fair Values
Derivatives designated as hedging instruments
Interest rate derivatives	Current Liabilities	$	112
April 30, 2010	Balance Sheet Location	Fair Values
Derivatives designated as hedging instruments
Interest rate derivatives	Current Liabilities	$	72

NOTE 17– Accrued Expenses

Accrued expenses consist of the following:

	(in thousands)
	April 30, 2010		July 31, 2009
Net smelter return	$	374	$	212
Mining contract		425		30
Income tax payable		2,929		507
Utilities		172		128
Interest		12		21
Legal and professional		60		125
Salaries, wages and related benefits		2,916		533
Deferred Financing Costs		159		-
Other liabilities		67		77
	$	7,114	$	1,633

-26-

NOTE 18 - Income Taxes

The Company’s Income tax (expense) benefit consisted of:

	(in thousands)						(in thousands)
	For The Three Months Ended						For The Nine Months Ended
	April 30, 2010			April 30, 2009			April 30, 2010			April 30, 2009
Current:
United States	$	-		$	-		$	-		$	-
Foreign		(2,946	)		(2,154	)		(6,943	)		(4,078	)
		(2,946	)		(2,154	)		(6,943	)		(4,078	)
Deferred:
United States		-			-			-			-
Foreign		-			39			-			(746	)
		-			39			-			(746	)
Total	$	(2,946	)	$	(2,115	)	$	(6,943	)	$	(4,824	)

The Company’s Income (loss) before income tax consisted of:

	(in thousands)						(in thousands)
	For The Three Months Ended						For The Nine Months Ended
	April 30, 2010			April 30, 2009			April 30, 2010			April 30, 2009

United States	$	(4,046	)	$	(1,637	)	$	(8,270	)	$	(4,602	)
Foreign		9,771			6,306			23,876			17,113
Total	$	5,725		$	4,669		$	15,606		$	12,511

The Company’s current intent is to permanently reinvest its foreign affiliate’s earnings; accordingly, no U.S. income taxes have been provided for the unremitted earnings of the Company’s foreign affiliate.

On October 1, 2007, the Mexican Government enacted legislation which introduces certain tax reforms as well as a new minimum flat tax system, which was effective for tax year 2008. This new flat tax system integrates with the regular income tax system and is based on cash-basis net income that includes only certain receipts and expenditures. The flat tax is set at 17.5% of cash-basis net income for tax year 2010, which increased from 17% for tax year 2009. If the flat tax is positive, it is reduced by the regular income tax and any excess is paid as a supplement to the regular income tax. For the tax year 2010, the Mexican Government introduced a reform where if the flat tax is negative, companies will not be permitted to reduce the income tax, as it may only serve to reduce the regular flat tax payable in that year or can be carried forward for a period of up to ten years to reduce any future flat tax.

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On January 1, 2010, the Mexican government enacted legislation, which increases the regular income tax rate from 28% to 30%. The regular income tax rate will decrease to 29% in 2013 and then back to 28% in 2014, according to legislation.

Companies are required to prepay income taxes on a monthly basis based on the greater of the flat tax or regular income tax as calculated for each monthly period. There is the possibility of implementation amendments by the Mexican Government and the estimated future income tax liability recorded at the balance sheet date may change.

Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws in effect when the differences are expected to reverse. The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits, which are, on a more likely than not basis, not expected to be realized; in accordance with ASC guidance for income taxes. Net deferred tax benefits related to the U.S. operations have been fully reserved. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted.

NOTE 19 - Fair Value Measurements

ASC guidance for fair value measurements and disclosures establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2

Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The following table sets forth the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy. As required by ASC guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

	Fair Value at April 30, 2010 (in thousands)
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	2,796	$	2,796	$	-	$	-
Marketable securities		75		75		-		-
	$	2,871	$	2,871	$	-	$	-
Liabilities:
Interest rate swap		72		-		72		-
	$	72	$	-	$	72	$	-

The Company’s cash equivalent instruments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The cash instruments that are valued based on quoted market prices in active markets are primarily money market securities.

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The Company’s marketable equity securities are valued using quoted market prices in active markets and as such are classified within Level 1 of the fair value hierarchy. The fair value of the marketable equity securities is calculated as the quoted market price of the marketable equity security multiplied by the quantity of shares held by the Company.

The Company has an interest rate swap contract to hedge a portion of the interest rate risk exposure on its outstanding loan balance. The interest rate swap related to the hedged portion of the Company’s debt is valued using pricing models which require inputs, including risk-free interest rates and credit spreads. Because the inputs are derived from observable market data, the hedged portion of the debt is classified within Level 2 of the fair value hierarchy.

NOTE 20 – Business Combination

On February 10, 2010, Capital Gold Corporation (the “Company”) entered into a business combination agreement (the “Business Combination Agreement”) with Nayarit Gold Inc., (“Nayarit”), a corporation organized under the Ontario Business Corporation Act (“OBCA”). Pursuant to the terms of the Business Combination Agreement, the Company and Nayarit intend to effect an amalgamation (the “Amalgamation”) of Nayarit and a corporation, to be organized under the OBCA as a wholly-owned subsidiary of the Company (“Merger Sub”), to form a combined entity (“AmalgSub” or “Surviving Company”), with AmalgSub continuing as the surviving entity following the Amalgamation. By virtue of the Amalgamation, the separate existence of each of Nayarit and Merger Sub shall thereupon cease, and AmalgSub, as the surviving company in the Amalgamation, shall continue its corporate existence under the OBCA as a wholly-owned subsidiary of the Company. Pursuant to the terms of the Business Combination Agreement, by virtue of the Amalgamation and without any action on the part of Nayarit or the holders of any securities of Nayarit, all of the Nayarit shares of common stock (the “Nayarit Common Shares”) issued and outstanding immediately prior to the consummation of the Business Combination Agreement (other than Nayarit Common Shares held by dissenting stockholders of Nayarit) shall become exchangeable into the Company’s common stock on the basis of 0.134048 shares of Company common stock for each one (1) Nayarit Common Share (the “Amalgamation Consideration”). The Company anticipates closing this transaction in August 2010; however, no assurance can be given that the transaction will be consummated.

NOTE 21 – Subsequent Events

On May 12, 2010, the Company and MRS agreed to reduce the MRS Repayment to $450 and the Company agreed to accept payment over a two year period in equal monthly installments, subject to the negotiation of a definitive settlement agreement.. Interest shall accrue on the outstanding balance at 5% until the principal and any accrued interest is paid in full (See Note 7).

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

(in thousands, except for per share and ounce amounts)

Cautionary Statement on Forward-Looking Statements

Certain statements in this report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Certain of such forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. All statements other than statements of historical fact, included in this report regarding our financial position, business and plans or objectives for future operations are forward-looking statements. Without limiting the broader description of forward-looking statements above, we specifically note that statements regarding exploration, costs, grade, inventory, production and recovery rates, strip ratio, permitting, financing needs and the availability of financing on acceptable terms or other sources of funding are all forward-looking in nature.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors, including but not limited to, the factors discussed below in Part II; Item 1A. “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements and other factors referenced in this report. We do not undertake and specifically decline any obligation to publicly release the results of any revisions which may be made to any forward-looking statement to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

We utilize certain Non-GAAP performance measures and ratios in managing the business and may provide users of this financial information with additional meaningful comparisons between current results and results in prior operating periods. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to, the reported operating results or cash flow from operations or any other measure of performance prepared in accordance with accounting principles generally accepted in the United States. In addition, the presentation of these measures may not be comparable to similarly titled measures other companies use.

General

Capital Gold Corporation (the “Company”, “we” or “our”) is a gold production and exploration company. Through our wholly owned subsidiaries, we own 100% of 16 mining concessions totaling approximately 3,544 hectares (8,756 acres or 13.7 square miles) located in the Municipality of Altar, State of Sonora, Republic of Mexico. We commenced mining operations on two of these concessions in late March 2007 and achieved gold production and revenue from operations in early August 2007. We sometimes refer to the operations on these two concessions as the El Chanate Project.

On February 1, 2010, the securities of Capital Gold Corporation were approved by the NYSE Amex LLC for listing and registration.

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Receipt of Technical Report for Updated Reserves at El Chanate

As previously announced, during 2009 and subsequent to the fiscal year ended July 31, 2009, we conducted exploration activities in the El Chanate pit area including, core drilling at depth to determine the potential of increasing its reserves further. The data obtained from geological mapping of the deposit’s mine pit areas, combined with assays from samples of the exploration drilling therein, were used to expand information in our mine database. SRK Consulting (U.S.), Inc. (“SRK”) of Lakewood, Colorado, an independent consulting firm, used this data to re-estimate El Chanate’s Mineral Reserves. These efforts resulted in a significant expansion of our reserve estimates, which we reported in our Form 10-K for the year ended July 31, 2009. With the receipt of SRK’s technical report titled NI 43-101 Technical Report, Capital Gold Corporation, El Chanate Gold Mine, Sonora, Mexico and dated November 27, 2009 (the “SRK Report”), with respect to the updated reserve estimation and the updated mine plan and mine production schedule, current as of October 1, 2009, we re-published our previously announced reserve estimates along with additional information. The SRK Report complies with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). Both Bart A. Stryhas PhD., Principal Resource Geologist, and Bret C. Swanson, BE(Mining), MAusIMM, are “Qualified Persons” as defined by NI 43-101.

Our proven and probable reserve tonnage increased to 70.6 million metric tonnes with an average gold grade of 0.66 grams per tonne (77.8 million US short tons at 0.0193 ounces per ton). The proven and probable reserve has 1,504,000 contained ounces of gold. The open pit strip ratio for the life of mine is 2.88:1 (2.88 tonnes of waste to one tonne of ore). For the next year, our mine plan anticipates the open pit strip ratio will average 2:1. Determination of operational pre-stripping (increase in strip ratio) will be made after further geological drilling and determination of corporate strategy within the three year window of opportunity. There is also the potential to improve the life of mine strip ratio as the report identifies material within the pit design classified as waste that with additional drilling could be reclassified as ore. The updated pit design for the revised mine plan is based on a plant recovery of gold that varies by rock types, but is expected to average 58.25%. A gold price of US$800 (SEC three year average as of October 1, 2009) per ounce was used to re-estimate the reserves compared with a gold price of $750 per ounce used in the previous reserve estimate. The stated proven and probable mineral reserves have been prepared in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM). CIM definitions for proven and probable reserves convert directly from measured and indicated mineral resources with the application of appropriate economic parameters. These reserves are equivalent to proven and probable reserves as defined by the United States Securities and Exchange Commission (SEC) Industry Guide 7.