As
filed
with the Securities and Exchange Commission on August 18, 2006
Registration
No. 333-129321
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________________
Post-effective
Amendment No. 1 to
Form
SB-2
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
GOLD
RESOURCE CORPORATION
(Name
of
small business issuer in its charter)
______________________________
|
Colorado
|
1041
|
84-1473173
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(IRS
Employer Identification
No.)
|
222
Milwaukee Street, Suite 301, Denver, Colorado 80206
(303)
320-7708
(Address
and telephone number of principal executive offices)
222
Milwaukee Street, Suite 301, Denver, Colorado 80206
(Address
of principal place of business or intended place of business)
William
W. Reid, President
Gold
Resource Corporation
222
Milwaukee Street, Suite 301, Denver, Colorado 80206
(303)
320-7708
(Name,
address and telephone number of agent for service)
With
a copy to:
David
J. Babiarz, Esq.
Dufford
& Brown, P.C.
1700
Broadway, Suite 2100
Denver,
Colorado 80290-2101
(303)
861-8013
Approximate
date of commencement of proposed sale to public: As soon as practical
after the
effective date of this Registration Statement.
If
any of
the securities being registered on this form are to be offered on
a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of
1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If
this
Form is filed to register additional securities for an offering pursuant
to Rule
462(b) under the Securities Act, check the following box and list
the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the
Securities Act, check the following box and list the Securities Act
registration
statement number of the earlier effective registration statement
for the same
offering. [ ]
If
this
Form is a post-effective amendment filed pursuant to Rule 462(d)
under the
Securities Act, check the following box and list the Securities Act
registration
statement number of the earlier effective registration statement
for the same
offering. [ ]
If
delivery of the prospectus is expected to be made pursuant to Rule
434, check
the following box. [ ]
The
registrant hereby amends this registration statement on such date
or dates as
may be necessary to delay its effective date until the registrant
shall file a
further amendment which specifically states that this registration
statement
shall thereafter become effective in accordance with Section 8(a)
of the
Securities Act of 1933, as amended, or until the registration statement
shall
become effective on such date as the Commission, acting pursuant
to said Section
8(a), may determine.
EXPLANATORY
NOTE
This
post-effective Amendment to Registration Statement on Form SB-2 of
Gold Resource
Corporation is being filed to deregister the remaining 2,400,000
shares of the
Company’s common stock, par value $.001 per share, that were originally
registered on this Form SB-2 for sale by the Company but were not
sold prior to
the termination of the Company's offering on August 17, 2006.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the
registrant
certifies that it has reasonable grounds to believe that it meets
all of the
requirements for filing on Form SB-2 and authorized this Amendment
to
Registration Statement to be signed on its behalf by the undersigned,
thereunto
duly authorized, in the City of Denver, State of Colorado, on August
18,
2006.
GOLD
RESOURCE CORPORATION
(Registrant)
/s/ William W. Reid
By:
William W. Reid
President
and Chief Executive Officer
In
accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacity
and on the dates stated.
/s/ William W. Reid
Date:
August 18, 2006
William
W. Reid
Title:
President, Chief Executive Officer and
Chairman
of the Board of Directors
/s/ David C. Reid
Date:
August 18, 2006
David
C.
Reid
Title:
Vice President and Member of the Board of Directors
/s/ Monty Jennings
Date:
August 18, 2006
Monty
Jennings
Title:
Principal Financial and Accounting Officer