SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-C REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ INTERDEALER QUOTATION SYSTEM FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17 OR 15d-17 THEREUNDER Gold Reserve Corporation ------------------------------------------------- (Exact name of issuer as specified in charter) 1940 Seafirst Financial Center, Spokane, WA 99201 ------------------------------------------------- (Address of principal executive's offices) (509) 623-1500 ------------------------------------------------- (Issuer's telephone number including area code) I. CHANGE IN NUMBER OF SHARES OUTSTANDING Indicate any change (increase or decrease) of five percent or more in the number of shares outstanding: 1. Title of Security: Common Stock 2. Number of shares outstanding before change: 19,115,462 3. Number of shares outstanding after the change: 20,444,645 4. Effective date: June 23, 1995 5. Method of change: Distribution Give brief description of transaction: Pursuant to a plan of exchange approved by the Company's shareholders on May 19, 1995, the Company issued 1,329,183 common shares -- 645,261 common shares to former minority shareholders of Glandon Company A.V.V. In consequence of the exchange, Gold Reserve de Aruba A.V.V. and Glandon Company A.V.V. are now wholly-owned subsidiaries of the Company. II. CHANGE IN NAME OF ISSUER 1. Name prior to change: N/A 2. Name after change: N/A 3. Effective date of charter amendment: N/A 4. Date of shareholder approval of change, if required: N/A June 23, 1995 /s/ Robert A. McGuinness, VP Finance & CFO _________________________________________________________________ (Date) (Officer's signature and title)