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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GOLD CAPITAL CORPORATION
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(Name of issuer)
Common
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(Title of class of securities)
380548 10.7
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(CUSIP number)
Royalstar Resources Ltd.
1400 - 1040 West Hastings Street, Vancouver, BC, V6E 2E9 (604) 683-3613
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(Name, address and telephone number of person
authorized to receive notices and communications)
August 14, 1996
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(Date of event which required filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box. [ ]
Check the following box if a fee is being paid with the statement. [ ]
(Page 1 of 5 Pages)
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CUSIP NO. 380548 10.7 13D PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ROYALSTAR RESOURCES LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* (a) [ ]
(b) [ ]
Not applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC Working capital on hand
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
Not applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7 SOLE VOTING POWER
NUMBER OF
4,846,483 Common Shares
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
Not Applicable
OWNER BY -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
4,846,483 Common Shares
REPORTING -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
Not Applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,846,483 Common Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
Not applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.6%
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14 TYPE OF REPORTING PERSON*
CO
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CUSIP NO. 380548 10.7 13D PAGE 3 OF 5 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common shares (the "Common Shares") of Gold
Capital Corporation (the "Issuer"), whose principal executive offices are
located at 55 Madison Street, Suite 745, Denver, Colorado 80206.
ITEM 2. IDENTITY AND BACKGROUND.
Royalstar Resources Ltd. (the "Reporting Person") is a corporation incorporated
under the laws of Canada whose principal business is investment in mineral
resource properties. The Reporting Person's principal offices are located at
1400 - 1040 West Hastings Street, Vancouver, British Columbia, Canada V6E 2E9.
The Reporting Person has not been involved in a criminal proceeding (excluding
traffic violations and similar misdemeanors) during the past five years, nor
has the Reporting Person been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order finding any
violation with respect to, enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws during the last five years.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Working capital on hand has been used to acquire all shares currently owned.
On April 13, 1995, the Reporting Person acquired 300,000 Common Shares of the
Issuer for a total purchase price of US$300,000 under a private placement
offering of up to 600,000 Common Shares limited to accredited investors. In
connection with entering into this subscription agreement, the Reporting Person
and the Issuer entered into an Agreement dated April 13, 1995 under which the
Reporting Person was granted the right (the "Right") to purchase an additional
2,200,000 Common Shares of the Issuer at a price of US$1.00 per Common Share
which would be extinguished within 45 days of closing if the Reporting Person
did not give notice of an irrevocable commitment to exercise the Right and
Closing the second private placement within 20 days of giving notice of
exercise of the Right. On June 22, 1995, the Reporting Person, having
exercised the Right, purchased the said 2,200,000 Common Shares for a total
purchase price of US$2,200,000.
Commencing in the fourth quarter of 1995, the Reporting Person began advancing
funds to the Issuer to meet its working capital needs. As at July 31, 1996,
the Reporting Person had advanced the Issuer US$1,919,110 including accrued
interest (the "Loan"). Under the terms of the Loan, principal and accrued
interest was convertible into Common Shares at the discretion of the Reporting
Person at the rate of US$1.00 to one Common Share. On August 14, 1996, the
Reporting Person converted previous advances and accrued interest up to July
31, 1996 of US$1,919,110 into 1,919,110 of the Issuer's Common Shares.
By a loan agreement dated August 15, 1996, the Reporting Person agreed to
extend a credit facility to the Issuer in the amount of US$2,000,000 by way of
non-revolving loan. The Issuer has agreed that on the request of the Reporting
Person, the Reporting Person shall have the right from time to time to convert
any or all of a part of the funds advanced under the non-revolving loan into
common shares of the Issuer at a conversion ratio of US$1.00 per share. The
current amount outstanding under the loan agreement is US$427,372.52.
ITEM 4. PURPOSE OF TRANSACTION.
The transactions described in Item 3 were entered into solely for investment
purposes. At the present time, the Reporting Person has no plans or proposals
relating to the Issuer required to be disclosed in response to Item 4 of
Schedule 13D. The Reporting Person may purchase additional Common Shares of
the Issuer from time to time in the open market or in privately negotiated
transactions, or the Reporting Person may seek to sell shares in the open
market or in privately negotiated transactions, with one or more purchasers
including the Issuer.
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CUSIP NO. 380548 10.7 13D PAGE 4 OF 5 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) 4,846,483 Common Shares representing approximately 69.6% of the
presently issued and outstanding Common Shares.
(b) The Reporting Person has the sole power to vote or direct the vote and
to dispose or to direct the disposition of all of the Common Shares of the
Issuer to which the Reporting Person possesses direct beneficial ownership.
(c) Except as described in item 3 above, the Reporting Person has not
effected any transactions in the Issuer's Common Shares during the past sixty
(60) days.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common Shares
owned by the Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Person and Attwood Gold Corporation ("Attwood") have entered into
an agreement, whereby Attwood would acquire all of the outstanding shares of
the Reporting Person. Completion of the transactions contemplated by the
agreement is contingent upon the Reporting Person obtaining the approval of its
shareholders, issuance of a final order by the Supreme Court of British
Columbia approving the arrangement and certain other conditions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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CUSIP NO. 380548 10.7 13D PAGE 5 OF 5 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 27, 1996
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(DATE)
ROYALSTAR RESOURCES LTD.
Per:
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(SIGNATURE)
John Young, President
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(NAME/TITLE)
