UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utilities Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b)
Name and Address of Reporting Person
U.S. GOLD CORPORATION
(Last) (First) (Middle)
55 MADISON, SUITE 700
(Street)
DENVER, COLORADO 80206
(City) (State) (Zip)
Issuer Name and Ticker or Trading Symbol
GOLD CAPITAL CORPORATION (GOCP)
IRS or Social Security Number of Reporting Person (Voluntary)
84-0796160
4. Statement for Month/Year
AUGUST, 1997
5. If Amendment, Date of Original (Month/Year)
NOT APPLICABLE
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[ ] Director [x] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
7. Individual or Joint/Group Filing
(Check Applicable Line)
[ ] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
NOT APPLICABLE
TABLE I Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
Title of Security
COMMON STOCK
Transaction Date (Month/Day/Year)
AUGUST 29, 1997
Transaction Code
Code M
V
Securities Acquired (A) or Disposed of (D)
Amount
(A) or (D): 2,287,547 (D)
Price: $0.88/SHARE (SEE EXPLANATION BELOW)
Amount of Securities Beneficially Owned at End of Month
0
Ownership Form: Direct (D) or Indirect (I)
NOT APPLICABLE
Nature of Indirect Beneficial Ownership
NOT APPLICABLE
TABLE II Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
Title of Derivative Security
Conversion or Exercise Price of Derivative Security
Transaction Date (Month/Day/Year)
Transaction Code
Code
V
Number of Derivative Securities Acquired (A) or
Disposed of (D)
(A)
(D)
Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Expiration Date
Title and Amount of Securities Underlying Derivative Security
Title
Amount or Number of Shares
Price of Derivative Security
Number of derivative securities Beneficially Owned at End of Month
Ownership Form of Derivative Security: Direct (D)
Or Indirect (I)
Nature of Indirect Beneficial Ownership
Explanation of Response
EFFECTIVE AUGUST 29, 1997, GOLD CAPITAL CORPORATION WAS MERGED
INTO A SUBSIDIARY OF GLOBEX MINING ENTERPRISES INC., A CANADIAN
CORPORATION WITH SHARES TRADED ON THE TORONTO AND MONTREAL
STOCK EXCHANGES (SYMBOL GMX). WITH THIS MERGER U.S. GOLD
CORPORATION RECEIVED AN AGGREGATE OF 631,905 SHARES OF GLOBEX
COMMON STOCK WITH A MARKET PRICE ON THAT DATE OF
APPROXIMATELY $0.88 PER SHARE IN EXCHANGE FOR ITS 2,287,547 SHARES
OF GOLD CAPITAL.
/s/ WILLIAM W. REID
Signature of Reporting Person
WILLIAM W. REID
PRESIDENT AND CHAIRMAN OF THE BOARD
U.S. GOLD CORPORATION
Date MARCH 6, 1998
