SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

                 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended January 31, 2005

                                       OR

                 [ ] TRANSITION REPORT UNDER 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 small business issuer as specified in its charter)

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

                76 Beaver Street, 26TH floor, New York, NY 10005
                ------------------------------------------------
                    (Address of principal executive offices)

                    Issuer's telephone number: (212) 344-2785


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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date.

                Class                            Outstanding at March 14, 2005
                -----                            -----------------------------
Common Stock, par value $.001 per share                  89,751,939


Transitional Small Business Format (check one);     Yes |_|      No  |X|

Explanatory Note: This Amendment is filed only to revise Part I. Item 3.
"Controls and Procedures."

<PAGE>

Item 3. Controls and Procedures.


Gifford A Dieterle, our Chief Executive Officer and our Chief Financial Officer,
performed an evaluation of our disclosure controls and procedures, which have
been designed to permit us to effectively identify and timely disclose important
information. Taking into account our limited resources and current business
operations he concluded that the controls and procedures were effective as of
January 31, 2005 to ensure that material information was accumulated and
communicated to him and our other management, as appropriate to allow timely
decisions regarding required disclosure. During the quarter ended January 31,
2005, we made no change in our internal controls over financial reporting that
has materially affected, or is reasonably likely to materially affect, our
internal controls over financial reporting.

Prior to the funding of our private placement in February 2005, we had limited
financial and personnel resources. During the periods covered by this report,
our process of maintaining internal controls consisted of the following: Our
office manager inputs all U.S. bills and bills for payment in U.S. dollars for
processing into an accounting software system. Any bills of a significant or
non-recurring nature are reviewed and approved by our Treasurer, Gifford
Dieterle. U.S. bills chargeable to Mexican operations also are reviewed and
approved by Jack Everett, one of our Vice Presidents. The office manager then
creates the checks and sends them out for payment. The office manager produces a
cash payment report which is reviewed and approved by Mr. Dieterle. All bills
from our Mexican operations are input into an accounting software system by our
bookkeeper in Mexico. These Mexican bills are reviewed and approved by Jack
Everett and are then paid by our bookkeeper in Mexico. Our bookkeeper in Mexico
produces a cash payment report which is reviewed and approved by Mr. Everett.

U.S. Cash receipts and deposit reports are reviewed by Mr. Dieterle before any
information is recorded in the accounting software and verified through a
monthly review of internal reports. There is no cash received in Mexico other
than funds wired to Mexico from the New York office and, on occasion, a return
of ad velorem tax on goods and services purchased in Mexico. The U.S. bank
accounts are reconciled on a monthly basis and are reviewed by Mr. Dieterle. The
Mexican bank accounts are reconciled on a monthly basis and are reviewed by Mr.
Everett. Mr. Everett regularly informs Mr. Dieterle about Mexican bills that are
paid and other activities in Mexico. All employees and consultants regularly
report their activities on our behalf to Mr. Dieterle. Mr. Dieterle and our
other officers and directors regularly discuss our business activities. Mr.
Dieterle believes that the controls and procedures are effective in ensuring
that material information is accumulated and communicated to him and our other
management, as appropriate to allow timely decisions regarding required
disclosure.

                                      -2-
<PAGE>

                                   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 thereto duly authorized.



                                CAPITAL GOLD CORPORATION
                                ------------------------
                                       Registrant


                                 By: /s/ Gifford A. Dieterle
                                     ------------------------
                                     Gifford A. Dieterle
                                     President/Treasurer


Date:  June 24, 2005