UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC  20549





FORM
      10-QSB





[X]  QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934


FOR
      THE
      QUARTERLY PERIOD ENDED JULY 31, 2007





[   ]  TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE


EXCHANGE
      ACT FOR THE TRANSITION PERIOD FROM


_______________
      to _______________





Commission
      File Number 0-20722





FIRSTGOLD
      CORP.


(Exact
      name of small business issuer as specified in its charter)








DELAWARE
            
            16-1400479(State
                of other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification Number)3108
                Gabbert Drive, Suite 210
              Cameron
                Park, CA
            
            95682(Address
                of Principal Executive Offices)
            
            Zip
                CodeIssuer's
                telephone number:(530)
                677-5974





Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
      (or for such shorter period that the issuer was required to file such reports),
      and (2) has been subject to such filing requirements for the past 90
      days:





YES
      X NO





Indicate
      by checkmark whether the registrant is a shell company (as defined by Rule
      12b-2
      of the Exchange Act)




YESNO X


Common
      stock, $0.001 par value, 107,589,794 issued and outstanding as of August
      31, 2007.





Transitional
      Small Business Disclosure
      Format: YESNO X








**INDEX**








PagePART
              I - FINANCIAL INFORMATION
            3ITEM
                1. FINANCIAL STATEMENTS
            3ITEM
                2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN
                OF  OPERATIONS
            21ITEM
                3. CONTROLS AND PROCEDURES
            32PART
              II - OTHER INFORMATION
            33ITEM
                1. LEGAL PROCEEDINGS
            33ITEM
                2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE
                OF PROCEEDS
            33ITEM
                6. EXHIBITS
            34



























**2**


**PART
      I - FINANCIAL INFORMATION**




**ITEM
                1.**
            **FINANCIAL
                STATEMENTS**




**FIRSTGOLD
      CORP.**


**INDEX
      TO UNAUDITED FINANCIAL STATEMENTS**











PageCondensed
                Balance Sheet as of July 31, 2007
                (Unaudited)
              and
                for fiscal year ended January 31, 2007
                (Audited)
            4Condensed
                Statements of Operations for the three and
                six months ended
              July
                31, 2007 and 2006 (Unaudited)
            6Condensed
                Statements of Cash Flows for the three and six
                months
              ended
                July 31, 2007 and 2006
                (Unaudited)
            7Notes
              to Unaudited Financial Statements
            11































**3**


**FIRSTGOLD
      CORP.**


**(AN
      EXPLORATION STAGE COMPANY)**


**BALANCE
      SHEET**







**July
                31,**
            
            
            **January
                31,****2007**
            
            
            **2007****(unaudited)****ASSETS****Current
                assets:**Cash
            
            $
            8,466,770
            
            
            $
            150,647Travel
                advance
            
            
            14,737
            
            
            
            114,737Deposits
            
            
            107,368
            
            
            
            7,368Prepaid
                expense
            
            
            133,640
            
            
            
            140,000Total
                current assets
            
            
            8,722,515
            
            
            
            412,752**Property,
                plant and equipment**, net of accumulated depreciation
                of $76,585 and $20,850 at July 31, and January 31, 2007,
                respectively
            
            
            1,837,479
            
            
            
            928,029**Other
                Assets**Restricted
                cash
            
            
            674,850
            
            
            
            250,981Deferred
                reclamation costs
            
            
            641,026
            
            
            
            641,026Total
                other assets
            
            
            1,315,876
            
            
            
            892,007**Total
                assets**
            
            **$**
            **11,875,870**
            
            
            **$**
            **2,232,788**





**LIABILITIES
      AND SHAREHOLDERS' DEFICIT**





**Current
                liabilities**Accounts
                payable
            
            $
            732,600
            
            
            $
            598,788Accrued
                expenses
            
            
            1,268,904
            
            
            
            1,198,174Notes
                payable
            
            
            171,492
            
            
            
            130,249Total
                current liabilities
            
            
            2,172,996
            
            
            
            1,927,211**Long-term
                liabilities**Convertible
                debenture and related derivative liabilitiesnet
                of unamortized discount of $456,225 and $402,135 and
                deferredfinancing
                costs of $1,909,434 and $1,382,642 at July 31, andJanuary
                31, 2007, respectively
            
            
            4,567,281
            
            
            
            3,110,344Accrued
                reclamation costs
            
            
            641,026
            
            
            
            641,026Deferred
                revenue
            
            
            800,000
            
            
            
            800,000Total
                long-term liabilities
            
            
            6,008,307
            
            
            
            4,551,370Total
                liabilities
            
            
            8,181,303
            
            
            
            6,478,581




The
            accompanying notes are an integral part of these financial
            statements
 **4**


**FIRSTGOLD
      CORP.**


**(AN
      EXPLORATION STAGE COMPANY)**


**BALANCE
      SHEET**







**July
                31,**
            
            
            **January
                31,****2007**
            
            
            **2007****Commitments
                and contingencies****Shareholders'
                surplus (deficit)**Common
                stock, $0.001 par value250,000,000
                shares authorized at July 31, and January 31, 2007,
                respectively107,589,794
                and 68,104,072 shares issued and outstanding atJuly
                31, and January 31, 2007, respectively
            
            
            107,599
            
            
            
            77,839Additional
                paid in capital
            
            
            31,166,524
            
            
            
            19,434,973Deficit
                accumulated during the exploration stage
            
            
            (27,579,556
            )
            
            
            (23,758,605
            )Total
                shareholders' surplus (deficit)
            
            
            3,694,567
            
            
            
            (4,245,793
            )**Total
                liabilities and shareholders' deficit**
            
            **$**
            **11,875,870**
            
            
            **$**
            **2,232,788**



























The
            accompanying notes are an integral part of these financial
            statements
 **5**


**FIRSTGOLD
      CORP.**


**(AN
      EXPLORATION STAGE COMPANY)**


**STATEMENTS
      OF
      OPERATIONS**


**For
      the Six and Three Months Ended July
      31, 2006 and 2005**


**and
      for the Period from January 1, 1995 to July 31, 2006**








For
                the PeriodFor
                the Six Months Ended
            
            
            For
                the Three Months Ended
            
            
            From
                January 1,July
                31,
            
            
            July
                31,
            
            
            1995
                to July2007
            
            
            2006
            
            
            2007
            
            
            2006
            
            
            
            31,
                2007**Net
                Sales**
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -**Exploration
                and maintenance costs**
            
            
            463,815
            
            
            
            172,130
            
            
            
            337,134
            
            
            
            102,620
            
            
            
            2,358,143**Gross
                loss**
            
            
            (463,815
            )
            
            
            (172,130
            )
            
            
            (337,134
            )
            
            
            (102,620
            )
            
            
            (2,358,143
            )**Operating
                expenses**
            
            
            (2,211,602
            )
            
            
            (543,093
            )
            
            
            (1,225,917
            )
            
            
            (295,365
            )
            
            
            (18,079,426
            )**Loss
                from operations**
            
            
            (2,675,417
            )
            
            
            (715,223
            )
            
            
            (1,563,051
            )
            
            
            (397,985
            )
            
            
            (20,437,569
            )**Other
                (expense)**Interest
                income
            
            
            83,306
            
            
            
            
            
            
            
            77,340
            
            
            
            
            
            
            
            170,058Dividend
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            30,188Other
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            6,565Adjustments
                to fair value of derivatives
            
            
            (703,992
            )
            
            
            (661,824
            )
            
            
            919,263
            
            
            
            (370,977
            )
            
            
            (1,357,903
            )Interest
                expense
            
            
            (523,539
            )
            
            
            (231,492
            )
            
            
            (275,580
            )
            
            
            (145,502
            )
            
            
            (3,529,551
            )Loss
                from joint venture
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (859,522
            )Loss
                on sale of marketable securities
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (281,063
            )Bad
                debt expense
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (40,374
            )Loss
                on disposal of plant, propertyand
                equipment
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (334,927
            )Loss
                on disposal of bond
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (21,000
            )Total
                other income (expense)
            
            
            (1,144,225
            )
            
            
            (893,316
            )
            
            
            721,023
            
            
            
            (516,479
            )
            
            
            (6,198,880
            )**Net
                loss**
            
            **$**
            **(3,819,642**
            **)**
            
            **$**
            **(1,608,539**
            **)**
            
            **$**
            **(842,028**
            **)**
            
            **$**
            **(914,464**
            **)**
            
            **$**
            **(26,636,452**
            **)****Basic
                and diluted loss per share**
            
            **$**
            **(0.04**
            **)**
            
            **$**
            **(0.02**
            **)**
            
            **$**
            **(0.01**
            **)**
            
            **$**
            **(0.01**
            **)****Basic
                and diluted weighted-****average
                shares****outstanding**
            
            ****
            **87,133,248**
            
            
            ****
            **68,922,690**
            
            
            ****
            **93,940,374**
            
            
            ****
            **69,464,614**







The
            accompanying notes are an integral part of these financial
            statements
 **6**





**FIRSTGOLD
                CORP.****(AN
                EXPLORATION STAGE COMPANY)****STATEMENTS
                OF CASH FLOWS****For
                the Six Months Ended July 31, 2007 and 2006****and
                for the Period from January 1, 1995 to July 31, 2007**







For
                the PeriodFrom
                January 1,For
                the Six Months Ended July 31,
            
            
            1995to
                July2007
            
            
            2006
            
            
            31,
                2007**Cash
                flows from operating activities**Net
                loss
            
            $
            (3,819,642
            )
            
            $
            (1,608,539
            )
            
            $
            (26,636,452
            )Adjustments
                to reconcile net loss to net cashused
                in operating activitiesAccretion
                of warrants issued as a debt discount
            
            
            21,461
            
            
            
            -
            
            
            
            1,309,236Accretion
                of beneficial conversion
            
            
            -
            
            
            
            -
            
            
            
            107,468Accretion
                of debt discount
            
            
            119,919
            
            
            
            71,830
            
            
            
            371,591Adjustments
                to  fair value of derivatives
            
            
            703,992
            
            
            
            661,824
            
            
            
            1,357,904Loss
                from joint venture
            
            
            -
            
            
            
            -
            
            
            
            859,522Loss
                on sale of marketable securities
            
            
            -
            
            
            
            -
            
            
            
            281,063Depreciation
                and amortization
            
            
            111,213
            
            
            
            23,424
            
            
            
            300,098Loss
                on disposal of property, plant and equipment
            
            
            -
            
            
            
            -
            
            
            
            334,927Impairment
                in value of property, plant and equipment
            
            
            -
            
            
            
            -
            
            
            
            807,266Loss
                on disposal of bond
            
            
            -
            
            
            
            -
            
            
            
            21,000Impairment
                in value of Relief Canyon Mine
            
            
            -
            
            
            
            -
            
            
            
            3,311,672Impairment
                in value of joint  investments
            
            
            -
            
            
            
            -
            
            
            
            490,000Bad
                debt
            
            
            -
            
            
            
            -
            
            
            
            40,374Assigned
                value of stock and warrants exchanged for services
            
            
            358,062
            
            
            
            68,020
            
            
            
            2,298,083






The
              accompanying notes are an integral part of these financial
              statements
 **7**
 
 **FIRSTGOLD
                  CORP.****(AN
                  EXPLORATION STAGE COMPANY)****STATEMENTS
                  OF CASH FLOWS****For
                  the Six Months Ended July 31, 2007 and 2006****and
                  for the Period from January 1, 1995 to July 31, 2007**




Assigned
                value of stock options issued for compensation
            
            
            55,039
            
            
            
            2,057
            
            
            
            104,750Gain
                on write off of note payable
            
            
            -
            
            
            
            -
            
            
            
            (7,000
            )Judgment
                loss accrued
            
            
            -
            
            
            
            -
            
            
            
            250,000(Increase)
                decrease inRestricted
                cash
            
            
            (423,869
            )
            
            
            -
            
            
            
            (674,850
            )Travel
                advance
            
            
            100,000
            
            
            
            (4,392
            )
            
            
            (10,737
            )Deposits
            
            
            (100,000
            )
            
            
            (5,000
            )
            
            
            (102,868
            )Deferred
                reclamation costs
            
            
            -
            
            
            
            -
            
            
            
            175,548Prepaid
                expenses
            
            
            6,360
            
            
            
            (16,000
            )
            
            
            (136,540
            )Reclamation
                bonds
            
            
            -
            
            
            
            -
            
            
            
            185,000Other
                assets
            
            
            -
            
            
            
            -
            
            
            
            (1,600
            )Increase
                (decrease) inAccounts
                payable
            
            
            133,812
            
            
            
            (187,715
            )
            
            
            451,640Accrued
                expenses
            
            
            70,730
            
            
            
            50,135
            
            
            
            1,824,560Net
                cash used by operating activities
            
            
            (2,662,923
            )
            
            
            (942,356
            )
            
            
            (12,688,317
            )**Cash
                flows from investing activities**Proceeds
                from sale of marketable securities
            
            
            -
            
            
            
            -
            
            
            
            34,124Investment
                in marketable securities
            
            
            -
            
            
            
            -
            
            
            
            (315,188
            )Advances
                from shareholder
            
            
            -
            
            
            
            -
            
            
            
            7,436Contribution
                from joint venture partner
            
            
            -
            
            
            
            -
            
            
            
            775,000






The
              accompanying notes are an integral part of these financial
              statements
 **8**
 
 **FIRSTGOLD
                    CORP.****(AN
                  EXPLORATION STAGE COMPANY)****STATEMENTS
                  OF CASH FLOWS****For
                  the Six Months Ended July 31, 2007 and 2006****and
                  for the Period from January 1, 1995 to July 31, 2007**




Purchase
                of joint venture partner interest
            
            
            -
            
            
            
            -
            
            
            
            (900,000
            )Capital
                expenditures
            
            
            (965,185
            )
            
            
            (32,287
            )
            
            
            (4,865,572
            )Proceeds
                from disposal of property, plant and equipment
            
            
            
            
            
            
            -
            
            
            
            278,783Investments
                in joint ventures
            
            
            -
            
            
            
            -
            
            
            
            (490,000
            )Note
                receivable
            
            
            -
            
            
            
            -
            
            
            
            (268,333
            )Repayment
                of note receivable
            
            
            -
            
            
            
            -
            
            
            
            268,333Net
                cash used by investing activities
            
            
            (965,185
            )
            
            
            (32,287
            )
            
            
            (5,475,417
            )**Cash
                flows from financing activities**Proceeds
                from the issuance of common stock
            
            
            10,992,988
            
            
            
            100,000
            
            
            
            7,659,253Proceeds
                from notes payable
            
            
            960,000
            
            
            
            360,000
            
            
            
            5,914,548Principal
                repayments of notes payable
            
            
            (8,757
            )
            
            
            (24,845
            )
            
            
            (2,062,551
            )Repayment
                of advances to affiliate
            
            
            -
            
            
            
            -
            
            
            
            (231,663
            )Deferred
                revenue
            
            
            -
            
            
            
            -
            
            
            
            800,000Net
                cash provided by financing activities
            
            
            11,944,231
            
            
            
            435,155
            
            
            
            26,623,817Net
                increase (decrease) in cash
            
            
            8,316,123
            
            
            
            (539,488
            )
            
            
            8,460,083**Cash,
                beginning of year**
            
            
            150,647
            
            
            
            700,224
            
            
            ****
            **6,687****Cash,
                end of period**
            
            **$**
            **8,466,770**
            
            
            **$**
            **160,736**
            
            
            **$**
            **8,466,770**




The
              accompanying notes are an integral part of these financial
              statements
 **9**
 
 **FIRSTGOLD
                    CORP.****(AN
                  EXPLORATION STAGE COMPANY)****STATEMENTS
                  OF CASH FLOWS****For
                  the Six Months Ended July 31, 2007 and 2006****and
                  for the Period from January 1, 1995 to July 31, 2007**


**Supplemental
                cash flow information for the six months ended July 31, 2007 and
                2006 and
                January 1, 1995****through
                July 31, 2007 as follows:**For
                the PeriodFrom
                January 1,For
                the Six Months Ended July 31,
            
            
            1995
                to July 31,2007
            
            
            2006
            
            
            2007Cash
                paid for interest
            
            $
            -
            
            
            $
            -
            
            
            $
            161,107Cash
                paid for income taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -Non
                Cash Investing and Financing Activities:Conversion
                of related party note payable to common
              stock,including
                interest payable of $446,193
            
            $
            -
            
            
            $
            -
            
            
            $
            1,848,935Conversion
                of convertible debenture to common stock
              Including
                interest payable of $30,948
            
            $
            450,000
            
            
            $
            600,000
            
            
            $
            1,623,406Issuance
                of warrants as financing costs in connection
              with
                convertible debt
            
            $
            -
            
            
            $
            -
            
            
            $
            173,114Issuance
                of common stock as payment for settlement of liabilities
            
            $
            -
            
            
            $
            -
            
            
            $
            39,000


























The
            accompanying notes are an integral part of these financial
            statements
 **10**


**FIRSTGOLD
        CORP.**
 **(AN
      EXPLORATION STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**For
      the Three Months Ended July 31, 2007**





**NOTE
      1 - ORGANIZATION AND LINE OF BUSINESS**





Firstgold
      Corp. has been in the business of acquiring, exploring, developing, and
      producing gold properties.  Firstgold had rights to mine properties in
      Nevada and Montana.  Its primary focus was on the Relief Canyon mine
      located near Lovelock, Nevada, where it has performed development and
      exploratory drilling and was in the process of obtaining permits to allow
      operation of the Relief Canyon Mine.  In December 1997, Firstgold
      placed the Relief Canyon Mine on care and maintenance status.  From
      mid-2001 until the beginning of 2003 Firstgold was essentially inactive, only
      continuing with some of the care and maintenance at Relief Canyon, as provided
      for by a non-affiliate company owned by the Chairman and CEO of
      Firstgold.





Firstgold
      has embarked on a business strategy whereby it will invest in and/or manage
      gold
      mining and other mineral producing properties.  Currently, Firstgold’s
      principal assets include various mineral leases associated with the
      Relief Canyon mine located near Lovelock, Nevada along with various items
      of mining equipment located at that site.  Firstgold’s business will
      be to acquire, explore and, if warranted, develop various mining properties
      located in the state of Nevada.  Firstgold plans to carryout
      comprehensive exploration and development programs on its
      properties.  Firstgold plans to fund these activities itself,
      although some activities may be outsourced.  Consequently, Firstgold's
      current plan will require the hiring of significant amounts of mining employees
      to carry out its future mining and current exploration
      activities.





**NOTE
      2 - GOING CONCERN**





These
      financial statements have been prepared on a going concern
      basis.  During the years ended January 31, 2007 and 2006 and the
      period from January 1, 1995 to January 31, 2007, Firstgold incurred net losses
      of approximately $4,728,070, $2,645,231, and $22,816,810,
      respectively.  In addition, Firstgold had a total shareholders’
deficit of $4,245,793 and has been in the exploration stage since inception
      and
      through January 31, 2007.  Information for the six months ended July
      31, 2007 include a net loss of $3,819,642; negative cash flows from operations
      of $2,662,923 and an accumulated shareholders’ surplus of
      $3,694,567.  The Company's ability to continue as a going concern is
      dependent upon its ability to generate profitable operations in the future
      and/or to obtain the necessary financing to meet its obligations and repay
      its
      liabilities arising from normal business operations when they come
      due.  The outcome of these matters cannot be predicted with any
      certainty at this time.  Since inception, the Company has satisfied
      its capital needs by issuing equity securities.





Management
      plans to continue to provide for its capital needs during the year ending
      January 31, 2008 by issuing equity securities or incurring additional debt
      financing, with the proceeds to be used to re-establish mining operations at
      Relief Canyon as well as improve its working capital position.  These
      financial statements do not include any adjustments to the amounts and
      classification of assets and liabilities that may be necessary should Firstgold
      be unable to continue as a going concern.







**11**


**NOTE
      3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





Basis
      of Presentation


These
      financial statements have been prepared in accordance with the rules and
      regulations of the Securities and Exchange Commission
      (“SEC”).  Certain information and footnotes normally included in
      financial statements prepared in accordance with generally accepted accounting
      principles in the United States of America have been condensed or omitted
      pursuant to these rules and regulations.  These consolidated financial
      statements should be read in conjunction with the consolidated financial
      statements and the notes thereto included in Firstgold’s Form 10-KSB, as filed
      with the SEC for the year ended January 31, 2007.





Exploration
      Stage Company


Effective
      January 1, 1995 (date of inception), the Company is considered a development
      stage Company as defined in SFAS No. 7.  The Company’s development
      stage activities consist of the development of several mining properties located
      in Nevada. Sources of financing for these development stage activities have
      been
      primarily debt and equity financing.  The Company has, at the present
      time, not paid any dividends and any dividends that may be paid in the future
      will depend upon the financial requirements of the Company and other relevant
      factors.





Cash
      and Cash Equivalents


For
      the
      purpose of the statements of cash flows, Firstgold considers all highly liquid
      investments purchased with original maturities of three months or less to be
      cash equivalents.




Restricted
      Cash


Restricted
      cash represents a certificate of deposit with Umpqua Bank to serve as collateral
      for a reclamation bond with the Nevada Department of Environmental Protection
      at
      the Relief Canyon Mine.





Deferred
      Reclamation Costs


In
      August
      2001, the Financial Accounting Standards Board (“FASB”) issued Statement of
      Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset
      Retirement Obligations,” which established a uniform methodology for accounting
      for estimated reclamation and abandonment costs.  The statement was
      adopted February 1, 2003.  The reclamation costs will be allocated to
      expense over the life of the related assets and will be adjusted for changes
      resulting from the passage of time and revisions to either the timing or amount
      of the original present value estimate.





Prior
      to
      adoption of SFAS No. 143, estimated future reclamation costs were based
      principally on legal and regulatory requirements.  Such costs related
      to active mines were accrued and charged over the expected operating lives
      of
      the mines using the UOP method based on proven and probable
      reserves.  Future remediation costs for inactive mines were accrued
      based on management’s best estimate at the end of each period of the
      undiscounted costs expected to be incurred at a site.  Such cost
      estimates included, where applicable, ongoing care, maintenance and monitoring
      costs.  Changes in estimates at inactive mines were reflected in
      earnings in the period an estimate was revised.





Valuation
      of Derivative Instruments




FAS
      No. 133 "Accounting for Derivative Instruments and Hedging
      Activities*"* requires bifurcation of embedded derivative instruments and
      measurement of their fair value for accounting purposes. In determining the
      appropriate fair value, the Company uses the Black Scholes model as a valuation
      technique.




**12**


Derivative
      liabilities are adjusted to reflect fair value at each period end, with any
      increase or decrease in the fair value being recorded in results of operations
      as Adjustments to Fair Value of Derivatives. In addition, the fair values of
      freestanding derivative instruments such as warrants are valued using Black
      Scholes models.




Revenue
      Recognition




Revenues
      will be recognized when deliveries of gold are made, title and risk of loss
      passes to the buyer and collectibility is reasonably
      assured.  Deferred revenue represents non-refundable cash received in
      exchange for royalties on net smelter returns on the Relief Canyon
      Mine.  Deferred revenue will be amortized to earnings based on
      estimated production in accordance with the royalty agreement.




Risks
      Associated with Gold Mining


The
      business of gold mining is subject to certain types of risks, including
      environmental hazards, industrial accidents, and theft.  Prior to
      suspending operations, Firstgold carried insurance against certain property
      damage loss (including business interruption) and comprehensive general
      liability insurance.  While Firstgold maintained insurance consistent
      with industry practice, it is not possible to insure against all risks
      associated with the mining business, or prudent to assume that insurance will
      continue to be available at a reasonable cost.  Firstgold has not
      obtained environmental liability insurance because such coverage is not
      considered by management to be cost effective.  Firstgold currently
      carries no insurance on any of its properties due to the current status of
      the
      mine and Firstgold’s current financial condition.





Comprehensive
      Income


Firstgold
      utilizes SFAS No. 130, “Reporting Comprehensive Income.”  This
      statement establishes standards for reporting comprehensive income and its
      components in a financial statement.  Comprehensive income as defined
      includes all changes in equity (net assets) during a period from non-owner
      sources.  Examples of items to be included in comprehensive income,
      which are excluded from net income, include foreign currency translation
      adjustments, minimum pension liability adjustments, and unrealized gains and
      losses on available-for-sale marketable securities.  Comprehensive
      income is presented in Firstgold's financial statements since Firstgold did
      have
      unrealized gain (loss) from changes in equity from available-for-sale marketable
      securities.





Estimates


The
      preparation of financial statements requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenue and expenses during the reporting
      period.  Actual results could differ from those
      estimates.





Loss
      Per Share


Firstgold
      utilizes SFAS No. 128, “Earnings per Share.”  Basic loss per share is
      computed by dividing loss available to common shareholders by the
      weighted-average number of common shares outstanding.  Diluted loss
      per share is computed similar to basic loss per share except that the
      denominator is increased to include the number of additional common shares
      that
      would have been outstanding if the potential common shares had been issued
      and
      if the additional common shares were dilutive.  Common equivalent
      shares are excluded from the computation if their effect is
      anti-dilutive.





The
      following common stock equivalents were excluded from the calculation of diluted
      loss per share since their effect would have been anti-dilutive:





**13**






2007
            
            
            2006Warrants
            
            
            26,419,269
            
            
            
            21,274,583Options
            
            
            3,825,000
            
            
            
            1,350,000





Recent
      Accounting
      Pronouncements


In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (SFAS 159).  Under the
      provisions of SFAS 159, Companies may choose to account for eligible financial
      instruments, warranties and insurance contracts at fair value on a
      contract-by-contract basis. Changes in fair value will be recognized in earnings
      each reporting period. SFAS 159 is effective for financial statements issued
      for
      fiscal years beginning after November 15, 2007, and interim periods within
      those
      fiscal years.  The Company is required to and plans to adopt the
      provisions of SFAS 159 beginning in the first quarter of 2008. The Company
      is
      currently assessing the impact of the adoption of SFAS 159.




**NOTE
      4 - PROPERTY AND EQUIPMENT**





Property
      and equipment at July 31, 2007 was recorded at $1,914,064 and consisted of
      $1,345,721 of site and pad costs, processing plant and mining equipment at
      the
      Relief Canyon Mine, $414,009 in land and building cost in an office in Lovelock,
      NV and $154,334 of other property and equipment.  The Company had
      previously determined that the value of its fixed assets at the Relief Canyon
      Mine were permanently impaired and wrote off assets with a carrying value of
      $800,000.  When the Company can reestablish mining operations at
      Relief Canyon it is possible that some of these assets could be utilized in
      such
      operations.





A
      summary
      of property and equipment was as follows:





Buildings
            
            
            Machinery
              &
              Equipment
            
            
            Development
              Costs
            
            
            Capitalized
              Interest
            
            
            TotalRelief
              Canyon Mine
            
            $
            215,510
            
            
            $
            277,307
            
            
            $
            261,742
            
            
            $
            45,441
            
            
            $
            800,000








**NOTE
      5 - NOTES PAYABLE**





Notes
      payable consist of the following at July 31, 2007:




Mortgage
              note payable
            $
            100,000The
                note bears interest at 10% per year and is due in January
                2008.  The loan is secured by a 3,000 square foot improved
                office building located in Lovelock, NV.Equipment
              notes payable
            
            
            71,492The
                note does not bear any interest and is due in December
                2007.  The loan is secured by a Caterpillar
                loader.Total
              notes payable
            
            $
            171,492





Firstgold
      recorded interest expense of $275,580 and $523,539 for the three months and
      six
      months ended July 31, 2007 compared to interest expense of $145,502 and $370,237
      for the three months and six months ended July 31, 2006.





**14**


**NOTE
      6 – CONVERTIBLE DEBENTURES**





September
      26, 2006 Convertible Debenture




On
      September 26, 2006, Firstgold entered into a Securities Purchase Agreement
      (the
“Purchase Agreement”) and other agreements,as amended on November 1,
      2006,
      in connection with the private placement of convertible debentures, in the
      aggregate principal amount of $3,000,000 and bearing interest at 8% per annum
      (the “Debenture”).  The Debentures were funded $1,000,000 on September
      26, 2006, $1,000,000 upon the filing of a resale registration statement with
      the
      SEC on December 1, 2006 and $1,000,000 on March.15, 2007.  Of the
      $1,000,000 funded on September 26, 2006, $120,000 was paid for various loan
      fees
      and closing costs; of the $1,000,000 funded December 1, 2006, $90,000 was paid
      for various loan fees and closing costs; and of the $1,000,000 funded March
      19,
      2007, $90,000 was paid for various loan fees and closing costs.  The
      Debentures are due and payable three years after the issue date unless it is
      converted into shares of common stock or is repaid prior to its expiration
      date.  The conversion rate is adjustable and at any conversion date,
      will be the lower of $0.45 per share or 95% of the Market Conversion
      Price.  On July 13, 2007 $450,000 of the Debenture dated March 15,
      2007 was converted into 1,000,000 shares of common stock.





In
      conjunction with the Purchase Agreement, Firstgold entered into an Investor
      Registration Rights Agreement (the “Registration Rights
      Agreement”).  The Registration Rights Agreement requires Firstgold to
      register at least 15,000,000 shares of its Common Stock to cover the conversion
      of the Debenture (assuming conversion prices substantially below $0.45) and
      3,500,000 shares of its Common Stock issuable upon conversion of warrants (the
      “Warrants”  which are exercisable at a price of $0.45 per common
      share) granted to the Debenture holder.  Firstgold is required to keep
      this Registration Statement effective until the Debenture has been fully
      converted, repaid, or becomes due and the Warrants have been fully exercised
      or
      expire.  Both the Debenture and the Warrants are currently convertible
      or exercisable, respectively.




In
      conjunction with the Purchase Agreement, Firstgold entered into a Security
      Agreement (the “Security Agreement”).  The Security Agreement creates
      a secured interest in favor of the Debenture holder in Firstgold’s mining
      interest and assets in the Relief Canyon Mine property.  This security
      interest was created by recordation of a Memorandum of Security Agreement filed
      in Pershing County, Nevada in November 2006.  Consequently, if a
      default occurred under the Debenture, the Debenture holder could take over
      or
      sell all of Firstgold’s interests, business and assets associated with the
      Relief Canyon Mine.




The
      transaction, to the extent that it is to be satisfied with common stock of
      the
      Company, would normally be included as equity obligations. However, in the
      instant case, due to the indeterminate number of shares which might be issued
      under the embedded convertible note debt conversion feature, the Company is
      required to record a liability for the fair value of the detachable warrants
      and
      the embedded convertible feature of the note payable (included in the
      liabilities as a "derivative liability").




The
      accompanying financial statements comply with current requirements relating
      to
      warrants and embedded conversion features as described in FAS 133, EITF 98-5,
      00-19, and 00-27, and APB 14 as follows:


- The
          Company allocated the proceeds received between convertible debt and the
          detachable warrants based upon the relative fair market values on the date
          the
          proceeds were received.



**15**


- Subsequent
          to the initial recording, the change in the fair value of the detachable
          warrants, determined under the Black-Scholes option pricing formula, and
          the
          change in the fair value of the embedded derivative in the conversion feature
          of the convertible debentures were recorded as adjustments to the liabilities
          at July 31, 2007.
- $1,623,255
          of income for the three months ended July 31, 2007 relating to the change
          in
          the fair value of the Company's stock reflected in the change in the fair
          value of the warrants and derivatives (noted above) is included as other
          income (expense).
- Accreted
          interest of $163,482 for the three months ended July 31,
          2007.

The
      following table summarizes the various components of the convertible notes
      as of
      July 31, 2007:





Derivative
                liabilities
            
            $
            3,235,430Convertible
                debenture
            
            
            3,200,000Unamortized
                discount
            
            
            (1,591,089
            )Deferred
                financing costs
            
            
            (277,060
            )Total
                convertible debtand
                financing costs
            
            $
            4,567,281




October
      10, 2006 Convertible Debentures





On
      October 10, 2006, Firstgold issued convertible debentures in the aggregate
      principal amount of $650,000 and bearing interest of 8% per
      annum.  The Debentures and accrued interest are convertible into
      shares of Firstgold common stock at a conversion rate of $0.45 per
      share.  The Debentures are due and payable three years from the date
      of issue unless they are converted into shares of the Company’s common stock or
      are repaid prior to their expiration date.  Additionally, the
      investors were issued warrants to purchase an aggregate of 746,843 shares of
      Firstgold common stock exercisable at $0.45 per The warrants were issued as
      financing costs and total deferred financing cost of $173,114 was recorded
      in
      relation to this debt.





**16**


**NOTE
      7 - COMMITMENTS AND CONTINGENCIES**





Except
      for the advance royalty and rent payments noted below, Firstgold is not
      obligated under any capital leases or non-cancelable operating lease with
      initial or remaining lease terms in excess of one year as of July 31,
      2007.  However, minimum annual royalty payments are required to retain
      the lease rights to Firstgold’s properties.





Relief
      Canyon Mine


Our
      mining property rights are represented by 146 unpatented mill site and mining
      lode claims which were re-staked in October 2004 and June
      2006.  Unpatented mining claims are generally considered subject to
      greater title risks than patented mining claims or real property interests
      that
      are owned in fee simple.  To remain valid, such unpatented claims are
      subject to annual maintenance fees.  As of July 31, 2007, we were
      current in the payment of such maintenance fees.





During
      1996, Repadre Capital Corporation (“Repadre”) purchased for $500,000 a net
      smelter return royalty (Repadre Royalty).  Repadre was to receive a
      1.5% royalty from production at each of the Relief Canyon Mine and Mission
      Mines. In July 1997, an additional $300,000 was paid by Repadre for an
      additional 1% royalty from the Relief Canyon Mine.  In October, 1997,
      when the Mission Mine lease was terminated, Repadre exercised its option to
      transfer the Repadre Royalty solely to the Relief Canyon Mine resulting in
      a
      total 4% royalty.  The total amount received of $800,000 has been
      recorded as deferred revenue in the accompanying financial
      statements.





Crescent
      Red Caps Joint Venture


Firstgold
      is the owner of a 22.22% joint venture interest and is the operator of the
      Crescent Red Caps Joint Venture (“Crescent Red Caps”).  Crescent Red
      Caps was formed with the intention to acquire various mining properties located
      in Nevada.  The remaining 77.78% interest is held by ASDi LLC, a
      California limited liability company owned by A. Scott Dockter, Chairman and
      CEO
      of Firstgold.  Additionally, Firstgold, by making expenditures over
      the next three years aggregating $2,700,000, can acquire a 66.66% overall
      interest in the joint venture.  Firstgold will then have the
      opportunity to purchase the remaining joint venture interest held by ASDi LLC
      based on the results of the exploration work contemplated by these additional
      expenditures.





The
      Company acquired its 22.22% in the joint venture by issuing to ASDi LLC
      2,500,000 shares of its restricted common stock and a warrant to purchase
      2,500,000 shares of its common stock at a price of $0.40.  The warrant
      has a term of three years.  The common stock was valued at $0.20 per
      share for a total of $500,000.  The fair market value of the warrants
      was calculated to be $359,522 as determined by the methodology described in
      Note
      9.  The Company recorded this investment as a loss from the joint
      venture of $859,522 for the year ended January 31, 2006.





The
      properties are subject to two leases which include approximately 135 unpatented
      mining claims and cover approximately 2700 acres. All gold, silver and other
      mineral production by Crescent Red Caps is subject to a 3% net smelter return
      (“NSR”) royalty payable to the lessors except for barite which is subject to a
      10% royalty on ore produced from claims covered by the
      leases.  However, Crescent Red Caps does not hold any interest
      in  the two leases due to litigation regarding such
      leases.





Litigation


On
      February 8, 2007, a complaint was filed against ASDi, LLC, Crescent Red Caps
      LLC, Firstgold, and Scott Dockter by the Lessors of the Crescent Valley and
      Red
      Caps mining properties.  The complaint was filed in the Sixth Judicial
      District Court of Lander County, Nevada (Case No. 9661).




**17**


In
      the
      complaint the plaintiffs allege that ASDi, LLC wrongfully assigned its lessee
      rights in the Crescent Valley and Red Caps mining properties to Crescent Red
      Caps LLC (of which Firstgold is the Managing Member).  The complaint
      seeks the termination of the leasehold rights granted to ASDi, LLC and quiet
      title and damages. The complaint also seeks an order against Firstgold
      restricting public claims of ownership or control of the mining properties.
      ASDi, LLC and Firstgold do not believe the lease assignments were wrongful
      or
      even required the Lessors’ consent. Consequently, ASDi, LLC and Firstgold plan
      to vigorously defend this action. On April 3, 2007, a preliminary hearing was
      held in which the defendants sought a Summary Judgment to have the leasehold
      termination notices declared void.  The Court did not grant the
      defendants’ motions thus requiring the matter to proceed to trial on the merits.
      In addition, the Court has entered an injunction against public claims of
      ownership of the mining property by Firstgold.  Until this matter is
      resolved, Crescent Red Caps LLC and/or Firstgold plans to expend limited funds
      on exploration expenses on the leased properties.




Firstgold
      is involved in various other claims and legal actions arising in the ordinary
      course of business.  In the opinion of management, the ultimate
      dispositions of these matters will not have a material adverse effect on
      Firstgold’s financial position, results of operations or liquidity.





**NOTE
      8 - SHAREHOLDERS' DEFICIT**





Common
      Stock


In
      March
      2007 warrants to purchase 1,125,000 shares of common stock were exercised at
      a
      price of $0.20 per share.




In
      April
      2007 warrants to purchase 2,340,013 shares of common stock were exercised by
      the
      Chief Executive Officer at a price of $0.15 per share.




In
      April
      2007 Firstgold received net proceeds of $2,374,200 upon the issuance of Units
      consisting of 5,673,110 shares of common stock and warrants to purchase
      2,836,555 shares of common stock at an exercise price of $0.65 per
      share.   In the event Firstgold does not either become listed on
      the Toronto Stock Exchange or have the Units registered under an effective
      registration statement pursuant to the Securities Act of 1933 on or before
      October 15, 2007, then each warrant that remains unexercised as of October
      15,
      2007 shall thereafter entitle the Holder to receive upon exercise 1.1 common
      shares, rather than one share, for the exercise price.




In
      May
      2007 Firstgold received net proceeds of $337,500 upon the issuance of Units
      consisting of 749,999 shares of common stock and warrants to purchase 375,002
      shares of common stock at an exercise price of $0.65 per share.  In
      the event Firstgold does not either become listed on the Toronto Stock Exchange
      or have the Units registered under an effective registration statement pursuant
      to the Securities Act of 1933 on or before October 15, 2007, then each warrant
      that remains unexercised as of October 15, 2007 shall thereafter entitle the
      Holder to receive upon exercise 1.1 common shares, rather than one share, for
      the exercise price.




In
      June
      2007 Firstgold received net proceeds of $7,798,141 upon the issuance of Units
      consisting of 18,843,421 shares of common stock and warrants to purchase
      9,421,711 shares of common stock at an exercise price of $0.65 per share.
      Additionally, 1/10th of one common share and 1/20th of one warrant will be
      issued for each Unit in the event that Firstgol does not either become listed
      on
      the Toronto Stock Exchange or have the Units registered under an effective
      registration statement pursuant to the Securities Act of 1933 on or before
      November 15, 2007.




**18**


Warrants


Firstgold
      has issued common stock warrants to officers of Firstgold as part of certain
      financing transactions.  Firstgold has also issued warrants as part of
      the issuance of a convertible debt transaction (see Note
      6).  Firstgold has also issued warrants as part of the issuance of
      common stock (see this Note 8).





The
      fair
      market value of warrants issued during the six months ended July31, 2007 in
      conjunction with the issuance of common stock was determined to be $2,683,089
      and was calculated under the Black-Scholes option pricing model with the
      following assumptions used:




Expected
              life
            1.5
              yearsRisk
              free interest rate
            4.66%
              to 4.92%Volatility
            49.18%
              to 75.1%Expected
              dividend yield
            None




The
      fair
      value of these warrants has been recorded as both a debit and credit to
      additional paid in capital.





The
      following table presents warrant activity from January 31, 2007 through July
      31,
      2007:




Weighted-AverageNumber
            
            
            Exerciseof
                Shares
            
            
            PriceOutstanding,
              January 31, 2007
            
            
            26,592,866
            
            
            $
            0.32Exercised
            
            
            (3,577,463
            )
            
            $
            (0.17
            )Granted
            
            
            16,168,417
            
            
            $
            0.65Outstanding,
              July 31, 2007
            
            
            39,183,820
            
            
            $
            0.47Exercisable,
              July 31, 2007
            
            
            39,183,820
            
            
            $
            0.47





Stock
      options


The
      2006
      Plan provides for the issuance of non-qualified or incentive stock options
      to
      employees, non-employee members of the board and consultants. The exercise
      price
      per share is not to be less than the fair market value per share of the
      Company’s common stock on the date of grant. The Board of Directors has the
      discretion to determine the vesting schedule. Options may be either immediately
      exercisable or in installments, but generally vest over a three-year period
      from
      the date of grant. In the event the holder ceases to be employed by the Company,
      all unvested options terminate and all vested installment options may be
      exercised within an installment period following termination. In general,
      options expire ten years from the date of grant.





Effective
      February 1, 2006, the Company adopted Statement of Financial Accounting
      Standards (SFAS) No. 123(R), *Share-Based Payment*(SFAS
      123(R)), which requires the measurement and recognition of compensation expense
      for all share-based payment awards made to employees and directors, including
      stock options based on their fair values. Firstgold had not previously issued
      any stock options prior to adoption of the 2006 Plan.  In
      March 2005, the SEC issued Staff Accounting Bulletin
      No. 107**(SAB 107) to provide guidance on SFAS 123(R). The
      Company has applied SAB 107 in its adoption of SFAS 123(R).





**19**


The
      Company adopted SFAS 123(R) using the modified prospective transition method
      as
      of and for the six months ended July 31, 2007. In accordance with the modified
      prospective transition method, the Company’s financial statements for prior
      periods have not been restated to reflect, and do not include, the impact of
      SFAS 123(R). Share-based compensation expense recognized is based on the value
      of the portion of share-based payment awards that is ultimately expected to
      vest. Share-based compensation expense recognized in the Company’s Statement of
      Operations during the six months ended July 31, 2007includes compensation
      expense for share-based payment awards granted during the current fiscal
      year.





In
      conjunction with the adoption of SFAS 123(R), the Company elected to attribute
      the value of share-based compensation to expense using the straight-line method.
      Share-based compensation expense related to stock options and restricted stock
      grants was $55,039 for the six months ended July 31, 2007, and was recorded
      in
      the financial statements as operating expense.





For
      the
      six months ended July 31, 2007 the Company’s calculations were made using the
      Black-Scholes option pricing model with the following weighted average
      assumptions: expected life, 36 months following the grant date; stock
      volatility, 49.2% to 75.0%; risk-free interest rates of 4.09%to 4.90%; and
      no
      dividends during the expected term. As stock-based compensation expense
      recognized in the consolidated statement of operations pursuant to SFAS
      No. 123(R) is based on awards ultimately expected to vest, expense for
      grants beginning upon adoption of SFAS No. 123(R) on February 1, 2006
      will be reduced for estimated forfeitures. SFAS No. 123(R) requires
      forfeitures to be estimated at the time of grant and revised, if necessary,
      in
      subsequent periods if actual forfeitures differ from those estimates.
      Forfeitures are estimated based on historical experience.





A
      summary
      of the Company’s stock option activity is as follows:




**Weighted
                Ave.**
            
            
            **Aggregate****#
                of Shares**
            
            
            **Exercise
                Price**
            
            
            **Intrinsic
                Value**Outstanding
                as of January 31, 2007
            
            
            2,350,000
            
            
            $
            0.46
            
            
            $
            0Granted
            
            
            1,500,000
            
            
            $
            0.65
            
            
            $
            0Exercised
            
            
            (25,000
            )
            
            $
            .16Cancelled
            
            
            0
            
            
            $
            0Outstanding
                as of July 31, 2007
            
            
            3,825,000
            
            
            $
            0.54
            
            
            $
            0Exercisable
                as of July 31, 2007
            
            
            1,962,500
            
            
            $
            0.54
            
            
            $
            0





Additional
      information regarding options outstanding as of July 31, 2007 is as
      follows:




**Options
                outstanding**
            
            
            **Options
                exercisable****Weighted
                average**
            
            **Weighted**
            
            
            
            
            
            **Weighted****Range
                of**
            
            
            
            
            **remaining**
            
            **average**
            
            
            
            
            
            **average****exercise**
            
            **Number**
            
            **contractual**
            
            **exercise**
            
            **Number**
            
            
            **exercise****prices**
            
            **outstanding**
            
            **life
                (years)**
            
            **price**
            
            **exercisable**
            
            
            **price**$0.16
                  — $0.35
            
            
            425,000
            
            2.00
            
            
            $0.24
            
            
            137,500
            
            
            
            $0.30$0.50
            
            
            1,900,000
            
            1.75
            
            
            $0.50
            
            
            1,075,000
            
            
            
            $0.50$0.65
            
            
            1,500,000
            
            .75
            
            
            $0.65
            
            
            750,000
            
            
            
            $0.653,825,000
            
            2.75
            
            
            $0.54
            
            
            1,962,500
            
            
            
            $0.54





**20**


The
      weighted-average grant-date fair value of options granted during the six months
      ended July 31, 2007 was $0.65. At July 31, 2007 there was $228,223 of total
      unrecognized compensation costs related to non-vested stock options granted
      under the Plan, which will be recognized over a period not to exceed three
      years. At July 31, 2007, 1,150,000 shares were available for future grants
      under
      the Stock Option Plan.





**NOTE
      9 - RELATED PARTY TRANSACTIONS**





Prepayment
      of Airplane Time from Officer




In
      December 2006 Firstgold purchased 600 hours of airplane usage from the President
      and Chief Executive Officer of Firstgold for $120,000 at a rate of $200 per
      hour.  The airplane is to be used by Firstgold for commuting to and
      from Nevada to the various mine sites and the Lovelock, NV
      office.  Based on current market rental rates for similar planes
      Firstgold believes that the current market hourly rate is substantially above
      its contract rate of $200 per hour.  During the quarter and six months
      ended July 31, 2007 $1,600 and $6,360, respectively of airplane time was used
      by
      Firstgold.




Advance
      to Officer




In
      January 2007 Firstgold made a temporary travel advance of $100,000 to the
      Chairman and Chief Executive Officer.  This amount had been fully
      repaid by April 30, 2007.




**NOTE
      10 – SUBSEQUENT EVENT**





On
      September 13, 2007 $1,000,000 of the outstanding balance of the September 26,
      2006 Convertible Debenture referred to in Note 6 was converted into 2,222,222
      shares of common stock.







**ITEM
                2.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OR PLAN OF****OPERATIONS**





**Caution
      About Forward-Looking Statements**





This
      Form
      10-QSB includes “forward-looking” statements about future financial results,
      future business changes and other events that haven’t yet
      occurred.  For example, statements like Firstgold “expects,”
“anticipates” or “believes” are forward-looking statements.  Investors
      should be aware that actual results may differ materially from Firstgold's
      expressed expectations because of risks and uncertainties about the
      future.  Firstgold does not undertake to update the information in
      this Form 10-QSB if any forward-looking statement later turns out to be
      inaccurate.  Details about risks affecting various aspects of
      Firstgold’s business are discussed throughout this Form 10-QSB and should be
      considered carefully.





**21**


**Overview**





We
      are an
      exploration-stage company engaged in the acquisition, exploration and, if
      warranted, development of various mining properties located in the State of
      Nevada.  We are currently conducting a comprehensive exploration and
      development program on various mineral leases associated with our Relief Canyon
      Mine property located near Lovelock, Nevada.





In
      January 2006, we entered into a joint venture with ASDi LLC for the purpose
      of
      exploring and, if warranted, developing additional mining properties located
      in
      Nevada.  To date, no properties have been explored by the joint
      venture.





In
      October 2006, we entered into a Mineral Lease Agreement to explore, and, if
      warranted, develop up to 25,000 acres of property called Antelope Peak located
      in Elko County, Nevada.  The Lease allows us the exclusive right to
      explore for, and, if warranted, develop gold, silver and barite minerals on
      the
      leased property.  Exploration activity has commenced on this
      property.





During
      the quarter ended July 31, 2007, we completed staking claims on approximately
      4,200 acres of potentially mineralized ground in the Horse Creek area located
      approximately 100 miles northeast of Reno, Nevada.  We have conducted
      preliminary sampling of the area.  During the course of the property
      evaluation, rock chip samples were collected.  This sampling has shown
      the potential presence of intrusion-related mineral systems.  The next
      phase of this project will be to conduct extensive mapping of the area’s bedrock
      geology.  Additionally, we plan to conduct an airborne geophysical
      survey to map the magnetic character of the rocks.  Geochemical
      exploration efforts will continue with more rock chip sampling as well as an
      in-depth soil sampling survey.





**Plan
      of Operations for the Next Twelve Months**





Certain
      key factors that have affected our financial and operating results in the past
      will affect our future financial and operating results.  These
      include, but are not limited to the following:


- Gold
          prices, and to a lesser extent, silver prices;

- Current
          mineralization at the Relief Canyon Mine are estimated by us (based on
          past
          exploration by Firstgold and work done by others).

- Our
          proposed exploration of properties now include 146 millsite and unpatented
          mining claims contained in about 1000 acres of the Relief Canyon Property
          and
          the 25,000 acre Antelope Peak property and approximately 4,200 acres of
          potentially mineralized ground in the Horse Creek area of
          Nevada.



**22**


- Our
          operating plan is to commence exploration work on the Relief Canyon mining
          property during 2007.  We expect this exploration program to
          continue through the end of 2007.During
          2007, we plan to resume heap leaching at the Relief Canyon mine and we
          anticipate realizing production revenue from the Relief Canyon mine
          thereafter.  Through the sale of additional securities and/or the
          use of joint ventures or other financing arrangements we intend to
          progressively enlarge the scope and scale of our exploration, mining and
          processing operations, thereby potentially increasing our chances of locating
          commercially viable ore deposits which could increase both our annual revenues
          and ultimately our net profits.  Our objective is to achieve annual
          growth rates in revenue and net profits for the foreseeable
          future.

- We
          expect to make capital expenditures in calendar years 2007, 2008 and 2009
          totaling between $15 million and $20 million, including costs related to
          the
          exploration, development and operation of the Relief Canyon mining
          property.  We will have to raise additional outside capital to pay
          for these activities and the resumption of exploration activities and possible
          future production at the Relief Canyon mine.

- Additional
          funding or the utilization of other venture partners will be required to
          fund
          exploration, research, development and operating expenses at the Antelope
          Peak
          and Horse Creek properties.  In the past we have been dependent on
          funding from the private placement of our securities as well as loans from
          related and third parties as the sole sources of capital to fund
          operations.



**Results
      of Operation**





Our
      current business strategy is to invest in, explore and if warranted, conduct
      mining operations of our current mining properties and other mineral producing
      properties.  Firstgold is a public company that in the past has been
      engaged in the exploration, acquisition and development of gold-bearing
      properties in the continental United States.  Currently, our principal
      assets include various mineral leases associated with the Relief Canyon Mine
      located near Lovelock, Nevada along with various items of mining equipment
      and
      improvements located at that site.  We have also entered into (i) a
      joint venture intended to allow exploration of additional mining properties
      located in Lander County, Nevada (and currently subject to litigation) and
      (ii)
      a mineral lease to explore approximately 25,000 acres of property located in
      Elko County, Nevada.




Operating
      Results for the Fiscal Quarters EndedJuly 31, 2007
      and
      2006





Although
      we commenced efforts to re-establish our mining business early in fiscal year
      2004, no mining operations have commenced and no revenues have been recognized
      during the quarters ended July 31, 2007 and 2006, respectively.  We
      have granted a 4% net smelting return royalty to a third party related to the
      Relief Canyon mining property which has been recorded as an $800,000 deferred
      option income.





During
      the quarter ended July 31, 2007 we spent $337,134 for exploration, reclamation
      and maintenance expenses related to our mining
      properties.  Reclamation and maintenance expenses expended during the
      same quarter ended July 31, 2006 were $102,620.  These expenses relate
      primarily to maintenance and retention costs required to maintain our mining
      claims.  The increase in costs was due to extensive building and
      facility expansion at the Relief Canyon mine and the resumption of exploration
      drilling.




**23**


We
      incurred operating expenses of $1,225,917 during the quarter ended July 31,
      2007.  Of this amount, $197,140 reflects outside director compensation
      expense related to the stock options issued, $113,882 reflects promotion
      expense, $93,500 reflects officer compensation and related payroll taxes during
      the quarter and $224,717 reflect fees for outside professional
      services.  A large portion of the outside professional services
      reflects legal and accounting work pertaining to our annual and quarterly
      reporting on Form 10-KSB and Form 10-QSB occurring in fiscal year 2008 as well
      as our recently filed Form SB-2.  During the quarter ended July 31,
      2006 we incurred operating expenses of $295,365 of which $93,500 represented
      officer compensation and related payroll taxes, $68,020 reflected outside
      director compensation related to the stock options issued, and $63,997 reflected
      fees for outside professional services.  It is anticipated that both
      mining costs and operating expenses will increase significantly as we resume
      our
      exploration program and prepare for mining operations.





We
      incurred interest expense of $275,580 during the quarter ended July 31, 2007
      which compares to interest expenses of $145,502 incurred during the same quarter
      of 2007.  The principal balance of loans outstanding during the second
      quarter of fiscal year 2008 increased by $2,538,703 compared to second quarter
      of fiscal year 2007, which was primarily the result of an increase in
      convertible debentures.  The increase in additional interest expense
      during the quarter ended July 31, 2007 was primarily due to the increase in
      the
      principal balance of loans outstanding.




In
      conjunction with the Convertible Debentures issued during September 2006,
      December 2006 and March 2007, we allocated the proceeds received between
      convertible debt and the detachable warrants based upon the relative fair market
      values on the date the proceeds were received.  Subsequent to the
      initial recording, the change in the fair value of the detachable warrants,
      determined under the Black-Scholes option pricing formula, and the change in
      the
      fair value of the embedded derivative in the conversion feature of the
      convertible debentures are recorded as adjustments to the liabilities at July
      31, 2007.  This resulted in $919,263 of income relating to the change
      in the fair value of Firstgold’s stock reflected in the change in the fair value
      of the warrants and derivatives (noted above) and is included as other income
      (expense).





Our
      total
      net loss for the quarter ended July 31, 2007 increased to $842,028 compared
      to a
      net loss of $914,464 incurred for the same quarter ended July 31,
      2006.  The smaller net loss in the second quarter of fiscal 2008
      reflects the income effect of the adjustment to fair value of derivatives which
      is partially offset by the higher interest expense as well as the increase
      in
      operating expenses as we reactivate our exploration activities and a continued
      lack of revenues recognized during the quarter.





**Operation
      Results for the Six Months Ended July 31, 2007 and 2006**





During
      the six months ended July 31, 2007, we spent $463,815 on exploration,
      reclamation and building and facilities expansion expenses related to our mining
      properties.  Reclamation and maintenance expenses expended during the
      six months ended July 31, 2006, were $172,130.  These expenses relate
      primarily to repairing and upgrading costs required to resume exploration
      drilling of our Relief Canyon mining claims.  We incurred operating
      expenses of $2,211,602 during the six months ended July 31,
      2007.




**24**


Of
      this
      amount, $420,073 reflects outside director compensation expense related to
      the
      stock options issued, $302,651 reflects promotion expense, $187,000 reflects
      officer compensation and related payroll taxes during the quarter and $349,249
      reflect fees for outside professional services.  A large portion of
      the outside and professional services reflects legal and accounting work
      pertaining to our annual and quarterly reporting on Form 10-KSB and Form 10-QSB,
      as well as our recently filed Form SB-2.  During the six months ended
      July 31, 2006, we incurred operating expenses of $543,093, of which $187,500
      represented officer compensation and related payroll taxes, and $187,861
      reflected fees for outside professional services.  It is anticipated
      that both mining costs and operation costs will increase significantly as we
      resume our exploration program and initiate mining operations.





We
      incurred interest expense of $523,539 during the six months ended July 31,
      2007,
      which compares to interest expenses of $231,492 incurred during the same six
      months of 2006.  The principal balance of loans outstanding during the
      fist six months of the fiscal year 2008 increased by $2,538,703, compared to
      the
      same six months for fiscal year 2007, which was primarily the result of the
      increase in Convertible Debentures. The increase in additional interest expense
      during the six months ended July 31, 2007, was primarily due to the increase
      in
      outstanding Convertible Debentures.





In
      conjunction with the Convertible Debenture issued during September 2006,
      December 2006 and March 2007, we allocated the proceeds received between
      convertible debt and the detachable warrants based upon the relative fair market
      values on the date the proceeds were received.  Subsequent to the
      initial recording, the change in the fair value of the detachable warrants,
      determined under the Black-Scholes option pricing formula, and the change in
      the
      fair value of the embedded derivative in the conversion feature of the
      convertible debentures are recorded as adjustments to the liabilities at July
      31, 2007.  This resulted in $703,992 of expense relating to the change
      in the fair value of Firstgold’s stock reflected in the change in the fair value
      of the warrants and derivatives (noted above) and is included as other income
      (expense).





Our
      total
      net loss for the six months ended July 31, 2007, increased to $3,819,642
      compared to a net loss of $1,608,539 incurred for the same six months ended
      July
      31, 2006.  The higher net loss in the first six months of fiscal 2008
      reflects the increase in exploration, maintenance, and operating expenses as
      we
      reactivate our exploration activities and a continued lack of revenues
      recognized during the first six months of fiscal 2008.





**Liquidity
      and Capital Resources**





We
      have
      incurred significant operating losses since inception and during the six months
      ended July 31, 2007 which has resulted in an accumulated deficit of $27,579,556
      as of July 31, 2007.  At July 31, 2007, we had cash and other current
      assets of $8,722,515 compared to $412,752 at January 31, 2007 and net working
      capital of $6,549,519.  Since the resumption of our business in
      February 2003, we have been dependent on borrowed or invested funds in order
      to
      finance our ongoing operations.  As of July 31, 2007, we had
      outstanding debentures and notes payable in the gross principal amount of
      $3,371,492 (net balance of $4,738,773 after $(1,868,149) of note payable
      discount and deferred financing costs and $3,235,430 of derivative liabilities)
      which reflects an increase in the gross principal balance of $2,538,704 compared
      to notes payable in the gross principal amount of $832,788, (net balance of
      $1,605,647 after $(422,697) of note payable discount and deferred financing
      costs and $1,195,556 of derivative liabilities) as of July 31,
      2006.





**25**


On
      March
      28, 2007 we provided the United States Department of the Interior, Bureau of
      Land Management with a letter of credit which is secured by a certificate of
      deposit in the amount of $613,500.  On April 12, 2007 the Nevada
      Division of Environmental Protection (“NDEP”) returned $243,204 previously
      deposited in a blocked account to cover future reclamation costs required by
      the
      NDEP for the Relief Canyon Mine.





On
      April
      12, 2007 we received net proceeds of $2,374,200 upon the issuance of Units
      consisting of 5,673,110 shares of our common stock sold at $0.45 per Unit and
      warrants to purchase 2,836,555 shares of common stock at an exercise price
      of
      $0.65 per share.  The warrants have a term of eighteen (18)
      months.





On
      May
      18, 2007, we received net proceeds of $337,500 upon the issuance of 749,999
      units at a price of $0.45 per unit.  Each unit consisted of one share
      of Firstgold’s common stock and 1⁄2 warrant to purchase a share of Firstgold’s
      common stock at an exercise price of $0.65 per share.  The warrants to
      purchase 375,002 shares have a term of eighteen (18) months.





On
      June
      22, 2007, we received net proceeds of $7,798,141 upon the issuance of 18,843,421
      units at the price of $0.45 per unit.  Each unit consisted of one
      share of Firstgold’s common stock and 1⁄2 warrant to purchase a share of
      Firstgold’s common stock at an exercise price of $0.65 per share.  The
      warrants to purchase 9,421,711 shares have a term of eighteen (18)
      months.





By
      attempting to resume mining operations, we will require approximately $5 million
      to $10 million in additional working capital above the amounts already raised
      to
      bring the Relief Canyon Mine into full production and carry out our exploration
      programs at our other properties.  It is our intention to pursue
      several possible funding opportunities including the sale of additional
      securities, entering into joint venture arrangements, or incurring additional
      debt.





Due
      to
      our continuing losses from business operations, the independent auditor’s report
      dated May 16, 2007, includes a “going concern” explanation relating to the fact
      that Firstgold’s continuation is dependent upon obtaining additional working
      capital either through significantly increasing revenues or through outside
      financing.  As of July 31, 2007, Firstgold’s principal commitments
      included its obligation to pay ongoing maintenance fees on the Relief Canyon
      mining claims, the funding arrangement pursuant to the joint venture with ASDi,
      LLC and the annual minimum rent due on the Antelope Peak mineral
      lease.





Our
      management believes that it will need to raise additional capital to continue
      to
      develop, promote and conduct our mineral exploration and production
      activities.  Consequently, we are dependent on continuous cash
      infusions from our major stockholders or other outside sources in order to
      fund
      our current operations.  If additional funds are not otherwise
      available, through public or private financing as well as borrowing from other
      sources, Firstgold would not be able to fully establish or sustain its mineral
      exploration and production program.





**26**


Off-Balance
      Sheet Arrangements





During
      the fiscal quarter ended July 31, 2007, Firstgold did not engage in any
      off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation
      S-B.





**Factors
      Affecting Future Operating Results**





We
      are a
      development stage company and an investment in, or ownership position in our
      common stock is inherently risky.  Some of these risks pertain to our
      business in general, and others are risks which would only affect our common
      stock.  The price of our common stock could decline and/or remain
      adversely affected due to any of these risks and investors could lose all or
      part of an investment in our company as a result of any of these risks coming
      to
      pass. Readers of this Report should, in addition to considering these risks
      carefully, refer to the other information contained in this Report, including
      disclosures in our financial statements and all related notes.  If any
      of the events described below were to occur, our business, prospects, financial
      condition, or results of operations or cash flow could be materially adversely
      affected.  When we say that something could or will have a material
      adverse effect on Firstgold, we mean that it could or will have one or more
      of
      these effects.  We also refer readers to the information in this
      Report, discussing the impact of Forward-Looking Statements on the descriptions
      contained in this Report and included in the Factors discussed
      below.





As
      a
      development stage company with an unproven business strategy, we may not be
      able
      to achieve positive cash flows and our limited history of operations makes
      evaluation of our future business and prospects difficult.  We have
      been relatively inactive since April 2001.  Consequently, we have only
      recently reactivated our business operations and we have not generated any
      revenues, other than interest and dividend income, since our
      reactivation.  As a result, we have only a limited operating history
      upon which to evaluate our future potential performance.  Our
      prospects must be considered in light of the risks and difficulties encountered
      by new companies which have not yet established their business
      operations.





We
      will
      need additional funds to finance our future mining and exploration
      activities.  We currently have cash reserves and a working capital
      surplus of $6,549,519 as of July 31, 2007.  However, our ability to
      fully implement our business plan and meet our long-term obligations in the
      ordinary course of business is dependent upon our ability to raise additional
      capital through public or private equity financings, establish cash flows from
      operations, enter into joint ventures or other arrangements with capital
      sources, or secure other sources of financing to fund operations.





Our
      prior
      and current independent certified public accountants have expanded their opinion
      contained in our financial statements as of and for the years ended January
      31,
      1997, through January 31, 2007 to include an explanatory paragraph related
      to
      our ability to continue as a going concern, stating, in the audit report dated
      May 16, 2007, that “the Company has incurred a net loss of $4,728,073 and had
      negative cash flow from operations of $2,397,495.  In addition, the
      Company had an accumulated deficit of $23,758,605 and a shareholders’ deficit of
      $4,245,793 at January 31, 2007.”  These factors, among others, as
      discussed in “Note 2- Going Concern” to the financial statements, raise
      substantial doubt about the Company’s ability to continue as a going
      concern.  The auditors recognize that the cash flow uncertainty makes
      their basic assumptions about value uncertain.




**27**


When
      it
      seems uncertain whether an asset will be used in a “going concern” or sold at
      auction, the auditors assume that the business is a “going concern” for purposes
      of all their work, and then they disclose that there is material uncertainty
      about that assumption.  It is definitely a consequence of our negative
      cash flows from operations that we continually need additional
      cash.  At any time, a serious deficiency in cash flows could occur and
      it is not always possible or convenient to raise additional
      capital.  A problem in raising capital could result in temporary or
      permanent insolvency and consequently potential claims by unpaid creditors
      and
      perhaps closure of the business.  All of these things are
      possibilities.  It is certain, in any case, that analysts and
      investors view unfavorably any report of independent auditors expressing
      substantial doubt about a company's ability to continue as a going
      concern.





The
      price
      of gold has experienced an increase in value over the past five years, generally
      reflecting among other things relatively low interest rates in the United
      States; worldwide instability due to terrorism; and a slow recovery from prior
      global economic slumps.  Any significant drop in the price of gold may
      have a materially adverse affect on the results of our operations unless we
      are
      able to offset such a price drop by substantially increased
      production.





We
      have
      no proven or probable reserves and have no ability to currently measure or
      prove
      our reserves other then estimating such reserves relying on information produced
      in the 1990’s and thus may be unable to actually recover the quantity of gold
      anticipated.  We have retained SRK Engineering to perform a resource
      evaluation.  We can only estimate a potential mineral resource which
      is a subjective process which depends in part on the quality of available data
      and the assumptions used and judgments made in interpreting such
      data.  There is significant uncertainty in any resource estimate such
      that the actual deposits encountered or reserves validated and the economic
      viability of mining the deposits may differ materially from our
      expectations.





Gold
      exploration is highly speculative in nature.  Success in exploration
      is dependent upon a number of factors including, but not limited to, quality
      of
      management, quality and availability of geological data and availability of
      exploration capital.  Due to these and other factors, the probability
      of our exploration program identifying individual prospects having commercially
      significant reserves cannot be predicted.  It is likely that many of
      the claims explored will not contain any commercially viable
      reserves.  Consequently, substantial funds will be spent on
      exploration which may identify only a few, if any, claims having commercial
      development potential.  In addition, if commercially viable reserves
      are identified, significant amounts of capital will be required to mine and
      process such reserves.





Our
      mining property rights consist of 146 mill site and unpatented mining claims
      at
      the Relief Canyon Mine, our participation in the Crescent Red Caps LLC, our
      leasehold interest in the Antelope Peak property, and recently staked claims
      in
      the Horse Creek area of Nevada.  The validity of unpatented mining
      claims is often uncertain and is always subject to
      contest.  Unpatented mining claims are generally considered subject to
      greater title risk than patented mining claims, or real property interests
      that
      are owned in fee simple.  In addition, the validity of the lease
      assignments pertaining to the Crescent Valley and Red Caps properties are
      currently being contested by the lessors.  If title to a particular
      property is successfully challenged, we may not be able to carryout exploration
      programs on such property or to retain our royalty interests on that property
      should production take place, which could reduce our future
      revenues.





**28**


Mining
      is
      subject to extensive regulation by state and federal regulatory
      authorities.  State and federal statutes regulate environmental
      quality, safety, exploration procedures, reclamation, employees’ health and
      safety, use of explosives, air quality standards, pollution of stream and fresh
      water sources, noxious odors, noise, dust, and other environmental protection
      controls as well as the rights of adjoining property owners.  We
      believe that we are currently operating in substantial compliance with all
      known
      safety and environmental standards and regulations applicable to our Nevada
      property.  However, there can be no assurance that our compliance
      could be challenged or that future changes in federal or Nevada laws,
      regulations or interpretations thereof will not have a material adverse affect
      on our ability to resume and sustain mining operations.





The
      business of gold mining is subject to certain types of risks, including
      environmental hazards, industrial accidents, and theft.  Prior to
      suspending operations, we carried insurance against certain property damage
      loss
      (including business interruption) and comprehensive general liability
      insurance.  While we maintained insurance consistent with industry
      practice, it is not possible to insure against all risks associated with the
      mining business, or prudent to assume that insurance will continue to be
      available at a reasonable cost.  We have not obtained environmental
      liability insurance because such coverage is not considered by management to
      be
      cost effective.  We currently carry insurance on our property, plant
      and equipment as well as comprehensive general liability insurance.





We
      are
      substantially dependent upon the continued services of A. Scott Dockter, our
      President.  While we have an employment agreement with Mr. Dockter,
      there is no key person life insurance or disability insurance on Mr.
      Dockter.  While Mr. Dockter expects to spend the majority of his time
      assisting Firstgold, there can be no assurance that Mr. Dockter’s services
      will remain available to Firstgold.  If Mr. Dockter’s services are not
      available to us, we would be materially and adversely
      affected.  However, Mr. Dockter is a significant stockholder of
      Firstgold and considers his investment of time and money in Firstgold of
      significant personal value.





We
      entered into a joint venture agreement which was intended to pursue the
      exploration of two mining properties leased by ASDi LLC whose sole manager
      and
      majority member is A. Scott Dockter, President and CEO of
      Firstgold.  Consequently, Mr. Dockter has a conflict of interest in
      this joint venture.  The joint venture was to be operated through a
      Nevada limited liability company called Crescent Red Caps LLC in which ASDi
      LLC
      will initially hold a 77.78% interest.  While Firstgold will be the
      sole manager of the Crescent Red Caps LLC, Mr. Dockter will be able to
      control the joint venture activities through his position with the Manager
      (Firstgold) and through his ownership and control of the majority member (ASDi
      LLC).  Consequently stockholders will have only limited ability to
      influence or object to actions taken by the Crescent Red Caps LLC in exploring,
      developing and capital spending on any future joint venture
      properties.





As
      of
      August 31, 2007, Firstgold had approximately 107,589,794 shares of Common Stock
      outstanding and convertible debentures which are convertible into up to
      8,868,750 shares of our Common Stock.  Additionally, warrants to
      purchase a total of 39,183,820 shares of our Common Stock were outstanding
      as of
      August 31, 2007.




**29**


Furthermore,
      up to an additional 10,000,000 shares of Common Stock could become issuable
      to
      the convertible debenture holders if a default were to occur.  The
      possibility that substantial amounts of our outstanding Common Stock may be
      sold
      by investors or the perception that such sales could occur, often called "equity
      overhang," could adversely affect the market price of our Common Stock and
      could
      impair our ability to raise additional capital through the sale of equity
      securities in the future





At
      the
      time of entering into the $3,000,000 Secured Convertible Debentures
      (“Convertible Debentures”) with Cornell Capital Partners, the Fixed Conversion
      Price was $0.4735 per share.  However, during the second quarter, the
      Fixed Conversion Price was adjusted downward to $0.45 per share which would
      equal approximately 6,666,667 shares if the entire principal were converted
      into
      Firstgold Common Stock.  This represents the minimum number of shares
      issuable upon the conversion of the Convertible Debenture.  However,
      if the market price for Firstgold Common Stock should drop below $0.45 per
      share, we would be required to issue substantially more shares of Common Stock
      upon the conversion of the Convertible Debentures.  The issuance of
      significantly more shares at a lower conversion price would have a dilutive
      effect to our current stockholders.





**Critical
      Accounting Policies**





The
      discussion and analysis of our financial conditions and results of operations
      are based upon our financial statements, which have been prepared in accordance
      with generally accepted accounting principles in the United
      States.  The preparation of financial statements requires management
      to make estimates and disclosures on the date of the financial
      statements.  On an on-going basis, we evaluate our estimates,
      including, but not limited to, those related to revenue
      recognition.  We use authoritative pronouncements, historical
      experience and other assumptions as the basis for making
      judgments.  Actual results could differ from those
      estimates.  We believe that the following critical accounting policies
      affect our more significant judgments and estimates in the preparation of our
      financial statements.





Exploration
      Stage Company





Effective
      January 1, 1995 (date of inception), Firstgold is considered a development
      stage
      company as defined in SFAS No. 7.  Firstgold’s development stage
      activities consist of the development of several mining properties located
      in
      Nevada.  Sources of financing for these development stage activities
      have been primarily debt and equity financing.  Firstgold has, at the
      present time, not paid any dividends and any dividends that may be paid in
      the
      future will depend upon the financial requirements of Firstgold and other
      relevant factors.





Valuation
      of long-lived assets





Long-lived
      assets, consisting primarily of property and equipment, patents and trademarks,
      and goodwill, comprise a significant portion of our total
      assets.  Long-lived assets are reviewed for impairment whenever events
      or changes in circumstances indicate that their carrying values may not be
      recoverable.  Recoverability of assets is measured by a comparison of
      the carrying value of an asset to the future net cash flows expected to be
      generated by those assets.




**30**


The
      cash
      flow projections are based on historical experience, management’s view of growth
      rates within the industry, and the anticipated future economic
      environment.





Factors
      we consider important that could trigger a review for impairment include the
      following:





(a)
            significant
                underperformance relative to expected historical or projected future
                operating results,





(b)
            significant
                changes in the manner of its use of the acquired assets or the strategy
                of
                its overall business, and





(c)
            significant
                negative industry or economic
                trends.





When
      we
      determine that the carrying value of long-lived assets and related goodwill
      and
      enterprise-level goodwill may not be recoverable based upon the existence of
      one
      or more of the above indicators of impairment, we measure any impairment based
      on a projected discounted cash flow method using a discount rate determined
      by
      our management to be commensurate with the risk inherent in its current business
      model.





Deferred
      Reclamation Costs





In
      August
      2001, the Financial Accounting Standards Board (“FASB”) issued Statement of
      Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset
      Retirement Obligations,” which established a uniform methodology for accounting
      for estimated reclamation and abandonment costs.  The statement was
      adopted February 1, 2003.  The reclamation costs will be allocated to
      expense over the life of the related assets and will be adjusted for changes
      resulting from the passage of time and revisions to either the timing or amount
      of the original present value estimate.





Prior
      to
      adoption of SFAS No. 143, estimated future reclamation costs were based
      principally on legal and regulatory requirements.  Such costs related
      to active mines were accrued and charged over the expected operating lives
      of
      the mines using the UOP method based on proven and probable
      reserves.  Future remediation costs for inactive mines were accrued
      based on management’s best estimate at the end of each period of the
      undiscounted costs expected to be incurred at a site.  Such cost
      estimates included, where applicable, ongoing care, maintenance and monitoring
      costs.  Changes in estimates at inactive mines were reflected in
      earnings in the period an estimate was revised.





Exploration
      Costs





Exploration
      costs are expensed as incurred.  All costs related to property
      acquisitions are capitalized.





Mine
      Development Costs





Mine
      development costs consist of all costs associated with bringing mines into
      production, to develop new ore bodies and to develop mine areas substantially
      in
      advance of current production.




**31**


The
      decision to develop a mine is based on assessment of the commercial viability
      of
      the property and the availability of financing. Once the decision to proceed
      to
      development is made, development and other expenditures relating to the project
      will be deferred and carried at cost with the intention that these will be
      depleted by charges against earnings from future mining operations. No
      depreciation will be charged against the property until commercial production
      commences. After a mine has been brought into commercial production, any
      additional work on that property will be expensed as incurred, except for large
      development programs, which will be deferred and depleted.





Reclamation
      Costs





Reclamation
      costs and related accrued liabilities, which are based on our interpretation
      of
      current environmental and regulatory requirements, are accrued and expensed,
      upon determination.





Based
      on
      current environmental regulations and known reclamation requirements, management
      has included its best estimates of these obligations in its reclamation
      accruals.  However, it is reasonably possible that our best estimates
      of our ultimate reclamation liabilities could change as a result of changes
      in
      regulations or cost estimates.




Valuation
      of Derivative Instruments




FAS
      No. 133 "Accounting for Derivative Instruments and Hedging Activities”
requires bifurcation of embedded derivative instruments and measurement of
      their
      fair value for accounting purposes. In determining the appropriate fair value,
      the Company uses the Black Scholes model as a valuation
      technique.  Derivative liabilities are adjusted to reflect fair value
      at each period end, with any increase or decrease in the fair value being
      recorded in results of operations as Adjustments to Fair Value of Derivatives.
      In addition, the fair values of freestanding derivative instruments such as
      warrants are valued using Black Scholes models.




Recent
      Accounting Pronouncements





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (SFAS 159).  Under the
      provisions of SFAS 159, Companies may choose to account for eligible financial
      instruments, warranties and insurance contracts at fair value on a
      contract-by-contract basis. Changes in fair value will be recognized in earnings
      each reporting period. SFAS 159 is effective for financial statements issued
      for
      fiscal years beginning after November 15, 2007, and interim periods within
      those
      fiscal years.  The Company is required to and plans to adopt the
      provisions of SFAS 159 beginning in the first quarter of 2008. The Company
      is
      currently assessing the impact of the adoption of SFAS 159.




**ITEM
                3.**
            **CONTROLS
                AND PROCEDURES**





Disclosure
      Controls and Procedures.





**32**


We
      carried out an evaluation, under the supervision and with the participation
      of
      management, including our principal executive officer and principal financial
      officer, of the effectiveness of the design and operation of our disclosure
      controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) under
      the Securities Exchange Act of 1934, as amended) as of the end of the quarter
      covered by this report. Based upon that evaluation, our principal executive
      officer and principal financial officer concluded that our disclosure controls
      and procedures are effective in timely alerting them to material information
      relating to us (including our consolidated subsidiary) that is required to
      be
      included in our periodic reports.





Changes
      in Internal Control Over Financial Reporting.





There
      was
      no change in our internal control over financial reporting that occurred during
      the period covered by this report that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial
      reporting.








**PART
      II - OTHER INFORMATION**





**ITEM
                1.**
            **LEGAL
                PROCEEDINGS**





On
      April
      3, 2007, a preliminary hearing was held regarding the Belaustegui v. ASDi
      LLC lawsuit in which the defendants sought a Summary Judgment to have two
      leasehold termination notices relating to the Crescent Valley and Red Caps
      leases declared void.  The Court did not grant the defendants’ motions
      thus requiring the matter to proceed to trial on the merits.  In
      addition, on May 11, 2007 the Court entered an injunction against public claims
      of ownership of the two mining properties by defendants.  Until this
      matter is resolved, Crescent Red Caps LLC will make no expenditures on any
      properties. On June 7, 2007, the Plaintiffs filed a Motion for Order to Show
      Cause claiming that Defendants had violated the injunction based upon certain
      statements made on Firstgold’s website and certain disclosures made in
      Firstgold’s annual report on Form 10-KSB.  A hearing on the Motion to
      Show Cause is scheduled for November 2007.  The Defendants have filed
      a Notice of Appeal to the Nevada Supreme Court asking that the injunction be
      overturned.





**ITEM
                2.**
            **UNREGISTERED
                SALES OF EQUITY SECURITIES AND USE OF****PROCEEDS**





**Sales
      of Unregistered Securities During the Quarter**





As
      previously reported on Form 8-K, on June 22, 2007, Firstgold sold 18,843,421
      Units at $0.45 per Unit.  Each Unit consisted of one share of
      Firstgold common stock and 1/2 warrant to purchase an additional share of
      Firstgold common stock at an exercise price of $0.65 per share.  The
      warrants expire 18 months from the date of
      issuance.  Additionally,1/10th of one common
      share and
      1/20th of one warrant will be issued for each Unit in the event that Firstgol
      does not either become listed on the Toronto Stock Exchange or have the Units
      registered under an effective registration statement pursuant to the Securities
      Act of 1933 on or before November 15, 2007.  The Units were offered
      and sold exclusively to individuals residing or entities formed outside the
      United States and are not deemed to be “U.S. persons” as that term is defined
      under Regulation S.




**33**


Each
      investor represented that it is purchasing such Units for its own account. 
Both the offer and the sale of the Firstgold Units were made outside the United
      States and are deemed to be “offshore transactions” as that term is defined
      under Regulation S.  The share certificates and warrant agreements contain
      a legend indicating that such shares and warrants can only be transferred in
      compliance with the provisions of Regulation S.  In light of the foregoing,
      such sales were deemed exempt from registration pursuant to Regulation S of
      the
      Securities Act of 1933 (the “Securities Act”). The shares are deemed to be
“restricted securities” as defined in Rule 144 under the Securities
      Act.




The
      following issuances of stock, warrants, and other equity securities were made
      during the fiscal quarter ended July 31, 2007, without any public solicitation
      to a limited number of investors or related individuals or entities in
      separately negotiated transactions.  Each investor represented to us
      that the securities were being acquired for investment purposes only and not
      with an intention to resell or distribute such securities.  Each of
      the individuals or entities had access to information about our business and
      financial condition and was deemed capable of protecting their own
      interests.  The stock, warrants and other securities were issued
      pursuant to the private placement exemption provided by Section 4(2) or
      Section 4(6) of the Securities Act or Regulation S under the Securities
      Act.  These are deemed to be “restricted securities” as defined in
      Rule 144 under the Securities Act and the option certificates and stock
      certificates bear a legend limiting the resale thereof.





In
      May
      2007, Firstgold sold 749,999 units at $0.45 per unit.  Each unit
      consisted of one share of Firstgold common stock and 1⁄2 warrant to purchase an
      additional share of Firstgold common stock at an exercise price of $0.65 per
      share.  The warrants expire eighteen (18) months from the date of
      issuance.  In the event Firstgold does not either become listed on the
      Toronto Stock Exchange or have the Units registered under an effective
      registration statement pursuant to the Securities Act of 1933 on or before
      October 15, 2007, then each warrant that remains unexercised as of October
      15,
      2007 shall thereafter entitle the Holder to receive upon exercise 1.1 common
      shares, rather than one share, for the exercise price.




On
      June
      26, 2007 the Board approved the issuance of options to purchase 500,000 shares
      of Firstgold common stock to a new independent director appointed to the
      Board.  The options have an exercise price of $0.65 per share and a
      10-year term.  The options were issued from the 2006 Stock Option
      Plan.





Prior
      issuances of Firstgold’s common stock or other securities during fiscal years
      2007, 2006 and 2005 have been reported in Firstgold’s prior filings with the
      Securities and Exchange Commission.





**ITEM
                6.**
            **EXHIBITS**





31.1
            Certification
                of CEO pursuant to Section 302 of
                the Sarbanes-Oxley Act
                of  2002.





31.2
            Certification
                of CFO pursuant to Section 302 of
                the Sarbanes-Oxley Act
                of  2002.





32.
            Certification
                by CEO and CFO pursuant to Section
                906 of the Sarbanes-Oxley Act of
                2002







**34**


**SIGNATURES**





In
      accordance with the requirements of the Securities Exchange Act of 1934, the
      Registrant has caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.




Dated:  September
              19,
              2007
            FIRSTGOLD
              CORP./s/ A.
              SCOTT DOCKTERA.  Scott
              Dockter, President and Chief Executive Officer/s/
              JAMES KLUBERJames
              Kluber, Principal Accounting Officer and Chief Financial Officer

































**35**