SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of Report (Date of Earliest Event Reported):   March 13, 1997



                            GOLD CAPITAL CORPORATION
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


       Colorado                     0-24610                    84-1251798
----------------------            ------------             ------------------
(State of other juris-            (Commission               (I.R.S. Employer
diction of incorpora-             File Number)             Identification No.)
tion)


5525 Erindale Drive, Suite 201
Colorado Springs, Colorado                                        80918
---------------------------------------                         ----------
(address of principal executive office)                         (Zip Code)


Registrant's telephone number including area code: (719) 260-8509
                                                   ---------------


-----------------------------------------------                 ----------
(Former address, if changed since last report)                  (Zip code)

                                                            

<PAGE>

Item 1.   CHANGES IN CONTROL OF REGISTRANT

     On March 13, 1997, Gold Capital  Corporation  (the  "Company")  executed an
agreement (the "Merger Agreement";  the transactions  contemplated by the Merger
Agreement  are  hereinafter  referred to as the  "Merger")  to merge with Globex
Mining  Enterprises Inc., a publicly traded  corporation  organized and existing
under the laws of the Province of Quebec,  Canada  ("Globex").  By virtue of the
Merger,  and  subject  to  certain  conditions,   the  Company  would  become  a
wholly-owned subsidiary of Globex.

     The Merger is part of two separate,  but related,  transactions pursuant to
which Globex  proposes to acquire 100% of the Company's  issued and  outstanding
Common Stock.  Pursuant to the terms of the Merger Agreement,  the Company would
be merged  with and into GME Merger  Corporation  ("Surviving  Corporation"),  a
Colorado corporation wholly owned by Globex, which corporation would survive the
Merger.  The  4,654,543  shares of Company  Common Stock issued and  outstanding
prior to the Merger and not owned by  Royalstar  Resources,  Ltd.  ("Royalstar")
would be converted into the right to receive  1,285,067  shares of Globex Common
Stock.  The shares  proposed to be issued by Globex  would be  registered  under
relevant  provisions of the  Securities  Act of 1933, as amended,  and qualified
under applicable  state Blue Sky laws. The Common Stock owned by Royalstar,  the
Company's single largest shareholder,  would be acquired by Globex in a separate
transaction (the "Acquisition"),  anticipated to be completed  contemporaneously
with the Merger. When both transactions are completed,  Globex would own 100% of
the issued and outstanding shares of Common Stock of the Company.

     Both the Merger and Acquisition are subject to certain conditions. Prior to
consummation  of the Merger,  the following  conditions,  among others,  must be
satisfied:  (i)  receipt  of an  effective  date by  Globex  for a  registration
statement  covering  its stock  proposed  to be issued  in  connection  with the
Merger; (ii) receipt of financing by Globex; (iii) approval of the Merger by the
Company's  shareholders;  and (iv) approval of various regulatory agencies.  The
consummation  of the  Acquisition  is subject to  finalization  of an  agreement
between  Globex and  Royalstar,  in addition to  shareholder  approval and other
conditions precedent.

     Pending completion of the Merger, Globex has acquired an option to purchase
the  2,287,547  shares  of  Common  Stock  of the  Company  owned  by U.S.  Gold
Corporation and an irrevocable proxy to vote all of those shares in favor of the
Merger.  The Common Stock owned by U.S. Gold and subject to the option and proxy
represent approximately 25% of the currently issued and outstanding Common Stock
of the Company.

     Upon satisfaction of the conditions precedent and completion of the Merger,
it is  contemplated  that the Board of Directors of the Company will be changed.
The officers and directors of the Surviving Corporation,  all of which have been
nominated  by  Globex,  will be the  officers  and  directors  of the  Surviving
Corporation after the Merger.



                                        2

<PAGE>

Item 2.   ACQUISITION OR DISPOSITION OF ASSETS

     See Item 5 below.

Item 3.   BANKRUPTCY OR RECEIVERSHIP

     No report required.

Item 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

     No report required.

Item 5.   OTHER EVENTS.

     In  connection  with  the  Merger  Agreement,  Globex  has  agreed  to fund
financial  obligations of the Company pending completion of the Merger.  Subject
to the terms and conditions of a Loan Agreement between the parties,  Globex has
agreed to make  advances to the Company to  maintain,  preserve  and protect the
assets of the Tonkin Springs  Project,  service the  promissory  note payable to
U.S. Gold and pay other necessary and proper  obligations and commitments of the
Company. Continued funding is subject to the right of Globex to accept or reject
each  funding  request  made by the  Company,  as well as the right of Globex to
discontinue  funding  altogether.  In that  event,  the Company has the right to
terminate the Merger Agreement.

Item 6.   RESIGNATION OF REGISTRANT'S DIRECTORS.

     See Item 1 above.

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS

         a.  Financial Statements.

                No report required.

         b.  Proforma Financial Information.

                No report required.

         c.  Exhibits.

              (i)      Loan Agreement by and between the Company and Globex, 
                       dated January 16, 1997, without exhibits.

              (ii)     Agreement and Plan of Merger by and between the Company,
                       Globex and GME Merger Corporation, without exhibits.


                                        3

<PAGE>

Item 8.   CHANGE IN FISCAL YEAR

     No report required.



                                        4

<PAGE>


                                    SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to be filed  on its  behalf  by the
undersigned hereunto duly authorized.



                                     GOLD CAPITAL CORPORATION



Date: March 27, 1997                 By:  /S/  BILL M. CONRAD
                                        ---------------------------------------
                                              Bill M. Conrad, President





                                        5
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of Report (Date of Earliest Event Reported):   March 13, 1997

                            GOLD CAPITAL CORPORATION
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Colorado                     0-24610                    84-1251798
----------------------            ------------             ------------------
(State of other juris-            (Commission               (I.R.S. Employer
diction of incorpora-             File Number)             Identification No.)
tion)

5525 Erindale Drive, Suite 201
Colorado Springs, Colorado                                        80918
---------------------------------------                         ----------
(address of principal executive office)                         (Zip Code)

Registrant's telephone number including area code: (719) 260-8509
                                                   ---------------

-----------------------------------------------                 ----------
(Former address, if changed since last report)                  (Zip code)
Item 1.   CHANGES IN CONTROL OF REGISTRANT

     On March 13, 1997, Gold Capital  Corporation  (the  "Company")  executed an
agreement (the "Merger Agreement";  the transactions  contemplated by the Merger
Agreement  are  hereinafter  referred to as the  "Merger")  to merge with Globex
Mining  Enterprises Inc., a publicly traded  corporation  organized and existing
under the laws of the Province of Quebec,  Canada  ("Globex").  By virtue of the
Merger,  and  subject  to  certain  conditions,   the  Company  would  become  a
wholly-owned subsidiary of Globex.

     The Merger is part of two separate,  but related,  transactions pursuant to
which Globex  proposes to acquire 100% of the Company's  issued and  outstanding
Common Stock.  Pursuant to the terms of the Merger Agreement,  the Company would
be merged  with and into GME Merger  Corporation  ("Surviving  Corporation"),  a
Colorado corporation wholly owned by Globex, which corporation would survive the
Merger.  The  4,654,543  shares of Company  Common Stock issued and  outstanding
prior to the Merger and not owned by  Royalstar  Resources,  Ltd.  ("Royalstar")
would be converted into the right to receive  1,285,067  shares of Globex Common
Stock.  The shares  proposed to be issued by Globex  would be  registered  under
relevant  provisions of the  Securities  Act of 1933, as amended,  and qualified
under applicable  state Blue Sky laws. The Common Stock owned by Royalstar,  the
Company's single largest shareholder,  would be acquired by Globex in a separate
transaction (the "Acquisition"),  anticipated to be completed  contemporaneously
with the Merger. When both transactions are completed,  Globex would own 100% of
the issued and outstanding shares of Common Stock of the Company.

     Both the Merger and Acquisition are subject to certain conditions. Prior to
consummation  of the Merger,  the following  conditions,  among others,  must be
satisfied:  (i)  receipt  of an  effective  date by  Globex  for a  registration
statement  covering  its stock  proposed  to be issued  in  connection  with the
Merger; (ii) receipt of financing by Globex; (iii) approval of the Merger by the
Company's  shareholders;  and (iv) approval of various regulatory agencies.  The
consummation  of the  Acquisition  is subject to  finalization  of an  agreement
between  Globex and  Royalstar,  in addition to  shareholder  approval and other
conditions precedent.

     Pending completion of the Merger, Globex has acquired an option to purchase
the  2,287,547  shares  of  Common  Stock  of the  Company  owned  by U.S.  Gold
Corporation and an irrevocable proxy to vote all of those shares in favor of the
Merger.  The Common Stock owned by U.S. Gold and subject to the option and proxy
represent approximately 25% of the currently issued and outstanding Common Stock
of the Company.

     Upon satisfaction of the conditions precedent and completion of the Merger,
it is  contemplated  that the Board of Directors of the Company will be changed.
The officers and directors of the Surviving Corporation,  all of which have been
nominated  by  Globex,  will be the  officers  and  directors  of the  Surviving
Corporation after the Merger.

                                        2
Item 2.   ACQUISITION OR DISPOSITION OF ASSETS

     See Item 5 below.

Item 3.   BANKRUPTCY OR RECEIVERSHIP

     No report required.

Item 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

     No report required.

Item 5.   OTHER EVENTS.

     In  connection  with  the  Merger  Agreement,  Globex  has  agreed  to fund
financial  obligations of the Company pending completion of the Merger.  Subject
to the terms and conditions of a Loan Agreement between the parties,  Globex has
agreed to make  advances to the Company to  maintain,  preserve  and protect the
assets of the Tonkin Springs  Project,  service the  promissory  note payable to
U.S. Gold and pay other necessary and proper  obligations and commitments of the
Company. Continued funding is subject to the right of Globex to accept or reject
each  funding  request  made by the  Company,  as well as the right of Globex to
discontinue  funding  altogether.  In that  event,  the Company has the right to
terminate the Merger Agreement.

Item 6.   RESIGNATION OF REGISTRANT'S DIRECTORS.

     See Item 1 above.

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS

         a.  Financial Statements.

                No report required.

         b.  Proforma Financial Information.

                No report required.

         c.  Exhibits.

              (i)      Loan Agreement by and between the Company and Globex, 
                       dated January 16, 1997, without exhibits.

              (ii)     Agreement and Plan of Merger by and between the Company,
                       Globex and GME Merger Corporation, without exhibits.

                                        3
Item 8.   CHANGE IN FISCAL YEAR

     No report required.

                                        4
SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to be filed  on its  behalf  by the
undersigned hereunto duly authorized.

                                     GOLD CAPITAL CORPORATION

Date: March 27, 1997                 By:  /S/  BILL M. CONRAD
                                        ---------------------------------------
                                              Bill M. Conrad, President

                                        5