---

---

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION  Washington, DC 20549


FORM 10-Q

x QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 
FOR THE QUARTERLY PERIOD ENDED April 30, 2009

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 |  | (I.R.S. Employer Identification Number)
|organization)                                    |  |                                        
|                                                 |  |                                        
|1055 Cornell Avenue                              |  |                                        
|Lovelock, NV                                     |  | 89419                                  
|                                                 |  |                                        
|(Address of Principal Executive Offices)         |  | Zip Code                               
|                                                 |  |                                        
|Issuers telephone number:                       |  | (775) 273-7800                         

Indicate by
check mark 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 o               NO
x

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

YES o                        NO x

Common stock,
$0.001 par value, of which 143,217,235 were issued and outstanding as of June
15, 2009.

Indicate by
check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).

YES x                NO
o

| |                            |  |                             
| | -------------------------- |  | ----------------------------
| | Large
 accelerated filer o |  | Accelerated
 filer o        
|
| | Non-accelerated
 filer o   |  | Smaller
 reporting company x

1

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INDEX

|                                                                    |      | 
|------------------------------------------------------------------- | ---- | 
|                                                                    | Page
|                                                                    |     
|                                                                    |      | 
|PART I - FINANCIAL INFORMATION                                      | 3    | 
|                                                                    |      | 
|ITEM 1. FINANCIAL STATEMENTS                                        | 3    | 
|                                                                    |      | 
|ITEM 2. MANAGEMENTS DISCUSSION AND
 ANALYSIS OR PLAN OF OPERATIONS | 24   | 
|                                                                    |      | 
|ITEM 4T. CONTROLS AND PROCEDURES                                    | 35   | 
|                                                                    |      | 
|PART II - OTHER INFORMATION                                         | 35   | 
|                                                                    |      | 
|ITEM 1A. FACTORS AFFECTING FUTURE OPERATING
 RESULTS                | 35   | 
|                                                                    |      | 
|ITEM 2. UNREGISTERD SALES OF EQUITY
 SECURITIES                     | 38   | 
|                                                                    |      | 
|ITEM 3. DEFAULTS UPON SENIOR SECURITIES                             | 38   | 
|                                                                    |      | 
|ITEM 6. EXHIBITS                                                    | 39   | 

2

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PART I - FINANCIAL
INFORMATION

|        |                     
|------- | --------------------
|ITEM 1. | FINANCIAL STATEMENTS

FIRSTGOLD CORP. INDEX TO UNAUDITED FINANCIAL STATEMENTS

|                                                                                                               |     
|-------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                               | Page
|                                                                                                               |     
|                                                                                                               |     
|Condensed Balance Sheet as of April 30,
 2009 (Unaudited) and for fiscal year ended January 31, 2009 (Audited) | 4   
|                                                                                                               |     
|Condensed Statements of Operations for the
 three months ended April 30, 2009 and 2008 (Unaudited)             | 6   
|                                                                                                               |     
|Condensed Statements of Cash Flows for the
 three months ended April 30, 2009 and 2008 (Unaudited)             | 7   
|                                                                                                               |     
|Notes to Unaudited Financial Statements                                                                        | 9   

3

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FIRSTGOLD CORP. 
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEET

|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | ---------------- | - | ---------- | 
|                                                                                                                                                                                         |  | April 30,
2009 |            | January 31,
2009 |  
|                                                                                                                                                                                         |  |                |            |                  |  
|                                                                                                                                                                                         |  | (unaudited)    |            |                  |  
|                                                                                                                                                                                         |  |                |            |                  |  
|ASSETS                                                                                                                                                                                  
|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|Current assets:                                                                                                                                                                          |  |                |            |                  |   |            | 
|Cash                                                                                                                                                                                     |  | $              | 1,598      |                  | $ | 15,666     | 
|Receivables                                                                                                                                                                              |  |                | 16,810     |                  |   | 81,339     | 
|Deposits                                                                                                                                                                                 |  |                | 7,368      |                  |   | 7,368      | 
|Prepaid expense                                                                                                                                                                          |  |                | 227,893    |                  |   | 285,180    | 
|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|Total current assets                                                                                                                                                                     |  |                | 253,669    |                  |   | 389,553    | 
|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|Property, plant and equipment,
net of accumulated depreciation of $1,267,467 and $936,744 at April 30, and
January 31, 2009, respectively                                                |  |                | 16,128,734 |                  |   | 16,452,452 | 
|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|Other Assets                                                                                                                                                                             |  |                |            |                  |   |            | 
|Restricted cash                                                                                                                                                                          |  |                | 2,967,983  |                  |   | 2,967,983  | 
|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|Total assets                                                                                                                                                                             |  | $              | 19,350,386 |                  | $ | 19,809,988 | 
|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|LIABILITIES AND SHAREHOLDERS DEFICIT                                                                                                                                                   
|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|Current liabilities                                                                                                                                                                      |  |                |            |                  |   |            | 
|Accounts payable                                                                                                                                                                         |  | $              | 3,279,587  |                  | $ | 2,543,137  | 
|Accrued expenses                                                                                                                                                                         |  |                | 3,057,003  |                  |   | 1,716,169  | 
|Senior secured notes net of deferred
financing costs of $5,005,255 and $5,701,291 and original issue discount of
$999,023 and $1,275,808 at April 30, and January 31, 2009, respectively |  |                | 6,002,923  |                  |   | 5,022,901  | 
|Convertible debentures net of deferred
financing costs of of $7,907 and $12,662 at April 30, and January 31, 2009,
respectively                                                          |  |                | 642,093    |                  |   | 637,338    | 
|Notes payable                                                                                                                                                                            |  |                | 1,258,520  |                  |   | 1,265,675  | 
|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|Total current liabilities                                                                                                                                                                |  |                | 14,240,126 |                  |   | 11,185,220 | 
|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|Long-term liabilities                                                                                                                                                                    |  |                |            |                  |   |            | 
|Accrued reclamation costs                                                                                                                                                                |  |                | 2,866,989  |                  |   | 2,866,989  | 
|Deferred revenue                                                                                                                                                                         |  |                | 800,000    |                  |   | 800,000    | 
|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|Total long-term liabilities                                                                                                                                                              |  |                | 3,666,989  |                  |   | 3,666,989  | 
|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|                                                                                                                                                                                         |  |                |            |                  |   |            | 
|Total liabilities                                                                                                                                                                        |  |                | 17,907,115 |                  |   | 14,852,209 | 

4

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FIRSTGOLD CORP.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEET

|                                                                                                             |  |                |            |                  |   |             |  
|------------------------------------------------------------------------------------------------------------ |  | -------------- | ---------- | ---------------- | - | ----------- | -
|                                                                                                             |  |                |            |                  |  
|                                                                                                             |  |                |            |                  |  
|                                                                                                             |  | April 30,
2009 |            | January 31,
2009 |  
|                                                                                                             |  |                |            |                  |  
|                                                                                                             |  | (unaudited)    |            |                  |  
|                                                                                                             |  |                |            |                  |  
|                                                                                                             |  |                |            |                  |   |             |  
|Commitments and contingencies                                                                                |  |                |            |                  |   |             |  
|                                                                                                             |  |                |            |                  |   |             |  
|Shareholders surplus (deficit)                                                                              |  |                |            |                  |   |             |  
|Common stock, $0.001 par value 250,000,000
shares authorized at April 30, and January 31, 2009, respectively |  |                |            |                  |   |             |  
|143,217,235 and 136,565,544 shares issued
and outstanding at April, and January 31, 2009, respectively       |  |                | 143,217    |                  |   | 136,566     |  
|Additional paid in capital                                                                                   |  |                | 51,760,278 |                  |   | 50,656,578  |  
|Deficit accumulated during the exploration
stage                                                             |  |                | (50,460223 | )                |   | (45,835,365 | )
|                                                                                                             |  |                |            |                  |   |             |  
|                                                                                                             |  |                |            |                  |   |             |  
|Total shareholders surplus (deficit)                                                                        |  |                | 1,476,359  |                  |   | 4,957,779   |  
|                                                                                                             |  |                |            |                  |   |             |  
|                                                                                                             |  |                |            |                  |   |             |  
|Total liabilities and shareholders surplus
(deficit)                                                        |  | $              | 19,350,386 |                  | $ | 19,809,988  |  
|                                                                                                             |  |                |            |                  |   |             |  

5

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FIRSTGOLD CORP.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Three Months Ended April 30, 2009 and 2008
and for the Period from January 1, 1995 to April 30, 2009

|                                                      |  |                                      |             |                                                        |    |             |   |   |             |  
|----------------------------------------------------- |  | ------------------------------------ | ----------- | ------------------------------------------------------ | -- | ----------- | - | - | ----------- | -
|                                                      |  | For the Three Months Ended
April 30, |             | For the Period
From January 1,
1995 to April 
30, 2009 |   
|                                                      |  |                                      |            
|                                                      |  |                                      |             |                                                       
|                                                      |  | 2009                                 |             | 2008                                                   |    |            
|                                                      |  |                                      |             |                                                        |    |             |  
|Services revenue                                      |  | $                                    | 88,718      |                                                        | $  | 275,793     |   | $ | 1,486,216   |  
|                                                      |  |                                      |             |                                                        |    |             |   |   |             |  
|Costs and expenses                                    |  |                                      |             |                                                        |    |             |   |   |             |  
|Costs of services                                     |  |                                      | (167,029    | )                                                      |    | (453,522    | ) |   | (2,541,082  | )
|Exploration and maintenance costs                     |  |                                      | (1,439,841  | )                                                      |    | (1,119,403  | ) |   | (10,145,995 | )
|General and administrative                            |  |                                      | (1,250,667  | )                                                      |    | (1,179,528  | ) |   | (27,386,116 | )
|Depreciation                                          |  |                                      | (330,722    | )                                                      |    | (105,187    | ) |   | (1,316,281  | )
|                                                      |  |                                      |             |                                                        |    |             |   |   |             |  
|Total costs
and expenses                              |  |                                      | (3,188,259  | )                                                      |    | (2,857,640  | ) |   | (41,389,474 | )
|                                                      |  |                                      |             |                                                        |    |             |   |   |             |  
|Loss from operations                                  |  |                                      | (3,099,541  | )                                                      |    | (2,581,847  | ) |   | (39,903,258 | )
|                                                      |  |                                      |             |                                                        |    |             |   |   |             |  
|                                                      |  |                                      |             |                                                        |    |             |   |   |             |  
|Other (expense)                                       |  |                                      |             |                                                        |    |             |   |   |             |  
|Interest income                                       |  |                                      | 23,878      |                                                        |    | 21,063      |   |   | 358,844     |  
|Dividend income                                       |  |                                      |             |                                                        |    |             |   |   | 30,188      |  
|Gain on settlement of obligations                     |  |                                      |             |                                                        |    |             |   |   | 6,565       |  
|Other income                                          |  |                                      |             |                                                        |    |             |   |   | 1,149,375   |  
|Adjustments to fair value of derivatives              |  |                                      |             |                                                        |    |             |   |   | (1,357,903  | )
|Interest expense                                      |  |                                      | (1,549,195  | )                                                      |    | (34,606     | ) |   | (8,324,569  | )
|Loss from joint venture                               |  |                                      |             |                                                        |    |             |   |   | (859,522    | )
|Loss on sale of marketable securities                 |  |                                      |             |                                                        |    |             |   |   | (281,063    | )
|Bad debt expense                                      |  |                                      |             |                                                        |    |             |   |   | (40,374     | )
|Loss on disposal of plant, property                   |  |                                      |             |                                                        |    |             |   |   | 0           |  
|and equipment                                         |  |                                      |             |                                                        |    |             |   |   | (275,713    | )
|Loss on disposal of bond                              |  |                                      |             |                                                        |    |             |   |   | (21,000     | )
|                                                      |  |                                      |             |                                                        |    |             |   |   |             |  
|                                                      |  |                                      |             |                                                        |    |             |   |   |             |  
|Total other income (expense)                          |  |                                      | (1,525,317  | )                                                      |    | (13,543     | ) |   | (9,615,172  | )
|                                                      |  |                                      |             |                                                        |    |             |   |   |             |  
|                                                      |  |                                      |             |                                                        |    |             |   |   |             |  
|Net loss                                              |  | $                                    | (4,624,858  | )                                                      | $  | (2,595,390  | ) | $ | (49,518,430 | )
|                                                      |  |                                      |             |                                                        |    |             |   |   |             |  
|                                                      |  |                                      |             |                                                        |    |             |   |   |             |  
|Basic and diluted loss per share                      |  | ($                                   | 0.03        | )                                                      | ($ | 0.02        | ) |   |             |  
|                                                      |  |                                      |             |                                                        |    |             |   |   |             |  
|                                                      |  |                                      |             |                                                        |    |             |   |   |             |  
|Basic and diluted weighted-average shares outstanding |  |                                      | 141,078,275 |                                                        |    | 125,370,254 |   |   |             |  
|                                                      |  |                                      |             |                                                        |    |             |   |   |             |  

6

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|                                                          
|----------------------------------------------------------
|FIRSTGOLD CORP.                                           
|(AN EXPLORATION STAGE COMPANY)                            
|STATEMENTS OF CASH FLOWS                                  
|For the Three Months Ended April 30, 2009
 and 2008       
|and for the Period from January 1, 1995 to
 April 30, 2009
|                                                          
|                                                          

|                                                                            |  |                                      |            |                                                        |   |            |   |   |             |  
|--------------------------------------------------------------------------- |  | ------------------------------------ | ---------- | ------------------------------------------------------ | - | ---------- | - | - | ----------- | -
|                                                                            |  | For the Three Months Ended April 30, |            | For the Period
 From January 1,1995 to April
 30, 2009 |  
|                                                                            |  |                                      |            |                                                       
|                                                                            |  | 2009                                 |            | 2008                                                   |   |           
|                                                                            |  |                                      |            |                                                        |   |            |  
|Cash flows from operating activities                                        |  |                                      |            |                                                        |   |            |   |   |             |  
|Net loss                                                                    |  | $                                    | (4,624,858 | )                                                      | $ | (2,595,314 | ) | $ | (49,518,430 | )
|Adjustments to reconcile net loss to net
 cash used in operating activities |  |                                      |            |                                                        |   |            |   |   |             |  
|Accretion of warrants issued as a debt
 discount                            |  |                                      | 449,527    |                                                        |   | 10,553     |   |   | 2,701,807   |  
|Accretion of original issue discount                                        |  |                                      | 276,785    |                                                        |   |           |   |   | 800,977     |  
|Accretion of debt discount                                                  |  |                                      | 251,264    |                                                        |   |           |   |   | 358,732     |  
|Accretion of beneficial conversion                                          |  |                                      |           |                                                        |   |           |   |   |             |  
|Adjustments to fair value of derivatives                                    |  |                                      |           |                                                        |   |           |   |   | 1,357,902   |  
|Loss from joint venture                                                     |  |                                      |           |                                                        |   |           |   |   | 859,522     |  
|Loss on sale of marketable securities                                       |  |                                      |           |                                                        |   |           |   |   | 281,063     |  
|Depreciation and amortization                                               |  |                                      | 439,066    |                                                        |   | 109,942    |   |   | 2,261,188   |  
|Loss on disposal of property, plant and
 equipment                          |  |                                      |           |                                                        |   |           |   |   | 334,927     |  
|Impairment in value of property, plant and
 equipment                       |  |                                      |           |                                                        |   |           |   |   | 807,266     |  
|Loss on disposal of bond                                                    |  |                                      |           |                                                        |   |           |   |   | 21,000      |  
|Impairment in value of Relief Canyon Mine                                   |  |                                      |           |                                                        |   |           |   |   | 3,311,672   |  
|Impairment in value of joint investments                                    |  |                                      |           |                                                        |   |           |   |   | 490,000     |  
|Bad debt                                                                    |  |                                      |           |                                                        |   |           |   |   | 40,374      |  
|Assigned value of stock and warrants
 exchanged for services                |  |                                      | 42,000     |                                                        |   |           |   |   | 2,312,632   |  
|Assigned value of stock options issue for
 compensation                     |  |                                      |           |                                                        |   | 59,311     |   |   | 321,648     |  
|Gain on write off of note payable                                           |  |                                      |           |                                                        |   |           |   |   | (7,000      | )
|Judgment loss accrued                                                       |  |                                      |           |                                                        |   |           |   |   | 250,000     |  
|(Increase) decrease in                                                      |  |                                      |            |                                                        |   |            |   |   |             |  
|Restricted cash                                                             |  |                                      |           |                                                        |   |           |   |   | (2,967,983  | )
|Receivables                                                                 |  |                                      | 64,529     |                                                        |   | 138,428    |   |   | 149,264     |  
|Deposits                                                                    |  |                                      |           |                                                        |   | 196,313    |   |   | (2,868      | )
|Deferred reclamation costs                                                  |  |                                      |           |                                                        |   |           |   |   | 2,401,511   |  
|Prepaid expenses                                                            |  |                                      | 57,287     |                                                        |   | (39,432    | ) |   | (230,793    | )
|Inventory                                                                   |  |                                      |           |                                                        |   | (281,641   | ) |   |             |  
|Reclamation bonds                                                           |  |                                      |           |                                                        |   |           |   |   | (1,600      | )
|Other assets                                                                |  |                                      |           |                                                        |   |           |   |   |            |  
|Increase (decrease) in                                                      |  |                                      |            |                                                        |   |            |   |   |             |  
|Accounts payable                                                            |  |                                      | 736,450    |                                                        |   | (1,931,974 | ) |   | 3,008,271   |  
|Accrued expenses                                                            |  |                                      | 1,410,834  |                                                        |   | (31,323    | ) |   | (23,319,627 | )
|                                                                            |  |                                      |            |                                                        |   |            |   |   |             |  
|Net cash used by operating activities                                       |  |                                      | (897,116   | )                                                      |   | (4,302,491 | ) |   | (897,116    | )
|                                                                            |  |                                      |            |                                                        |   |            |   |   |             |  
|                                                                            |  |                                      |            |                                                        |   |            |   |   |             |  
|Cash flows from investing activities                                        |  |                                      |            |                                                        |   |            |   |   |             |  
|Proceeds from sale of marketable securities                                 |  |                                      |           |                                                        |   |           |   |   | (315,188    | )
|Investment in marketable securities                                         |  |                                      |           |                                                        |   |           |   |   | 7,436       |  
|Advances from shareholder                                                   |  |                                      |           |                                                        |   |           |   |   | 775,000     |  
|Contribution from joint venture partner                                     |  |                                      |           |                                                        |   |           |   |   | (900,000    | )
|Purchase of joint venture partner interest                                  |  |                                      |           |                                                        |   |           |   |   | (18,255,330 | )

|                                                         |  |   |         |   |   |            |   |   |            |  
|-------------------------------------------------------- |  | - | ------- | - | - | ---------- | - | - | ---------- | -
|Capital expenditures                                     |  |   | (7,005  | ) |   | (2,730,894 | ) |   | #REF!      |  
|Proceeds from disposal of property, plant
 and equipment |  |   |        |   |   |           |   |   | 278,783    |  
|Investments in joint ventures                            |  |   |         |   |   |            |   |   | (490,000   | )
|Note receivable                                          |  |   |        |   |   |           |   |   | 268,333    |  
|Repayment of note receivable                             |  |   |        |   |   |           |   |   | (268,333   | )
|                                                         |  |   |         |   |   |            |   |   |            |  
|Net cash used by investing activities                    |  |   | (7,005  | ) |   | (2,730,894 | ) |   | (7,005     | )
|                                                         |  |   |         |   |   |            |   |   |            |  
|                                                         |  |   |         |   |   |            |   |   |            |  
|Cash flows from financing activities                     |  |   |         |   |   |            |   |   |            |  
|Proceeds from the issuance of common stock               |  |   | 890,008 |   |   | 7,652,064  |   |   | (3,146,886 | )
|Proceeds from notes payable                              |  |   | 67,200  |   |   |           |   |   | (164,463   | )
|Principal repayments of notes payable                    |  |   | (67,155 | ) |   | (111,586   | ) |   | 732,795    |  
|Repayment of advances to affiliate                       |  |   |        |   |   |           |   |   | 44,770,947 |  
|Deferred revenue                                         |  |   |        |   |   | (137,650   | ) |   |           |  
|                                                         |  |   |         |   |   |            |   |   |            |  
|Net cash provided by financing activities                |  |   | 890,053 |   |   | 7,402,828  |   |   | 1,266,589  |  
|                                                         |  |   |         |   |   |            |   |   |            |  
|                                                         |  |   |         |   |   |            |   |   |            |  
|Net increase (decrease) in cash                          |  |   | (14,068 | ) |   | 785,397    |   |   | 369,155    |  
|Cash, beginning of year                                  |  |   | 15,666  |   |   | 383,223    |   |   | 6,687      |  
|                                                         |  |   |         |   |   |            |   |   |            |  
|Cash, end of year                                        |  | $ | 1,598   |   | $ | 1,168,620  |   | $ | 369,155    |  
|                                                         |  |   |         |   |   |            |   |   |            |  

7

---



|                                                                                                                                              |  |                                      |        |                                                          |   |   |  |   |           | 
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | ------ | -------------------------------------------------------- | - | - |  | - | --------- | 
|Supplemental cash flow information for the three months ended April
 30, 2009 and 2008 and January 1, 1995 through April 30, 2009 as follows: | 
|                                                                                                                                              |  |                                      |        |                                                          |   |   |  |   |           | 
|                                                                                                                                              |  |                                      |        | For the Period
 From January 1,
 1995 to April
 30, 2009 |  
|                                                                                                                                              |  |                                      |        |                                                         
|                                                                                                                                              |  | For the Three Months Ended April 30, |        |                                                         
|                                                                                                                                              |  | 2009                                 |        | 2008                                                     |   |  
|                                                                                                                                              |  |                                      |        |                                                          |   |   | 
|                                                                                                                                              |  |                                      |        |                                                          |   |   |  |   |           | 
|Cash paid for interest                                                                                                                        |  | $                                    |       |                                                          | $ |  |  | $ | 161,107   | 
|Cash 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                                             |  | $                                    |       |                                                          | $ |  |  | $ | 1,848,935 | 
|Conversion of convertible debentures to
 common stock, including interest of $217,151                                                         |  | $                                    |       |                                                          | $ |  |  | $ | 4,359,609 | 
|Issuance of warrants as financing costs in
 connection with convertible debt                                                                  |  | $                                    |       |                                                          | $ |  |  | $ | 173,114   | 
|Issuance of common stock as payment for
 settlement of liabilities                                                                            |  | $                                    | 42,000 |                                                          | $ |  |  | $ | 81,000    | 

8

---



|                                                                                                                         
|-------------------------------------------------------------------------------------------------------------------------
|FIRSTGOLD CORP.
 (AN EXPLORATION STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 For the Three Months Ended April 30, 2009
|                                                                                                                         

|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE 1 - ORGANIZATION AND LINE OF BUSINESS
|                                          
|                                           | Firstgold Corp. has a business strategy whereby it will invest in,
 explore and if warranted, conduct mining operations of its current mining
 properties and other mineral producing properties. Firstgold is a public
 company that in the past has been engaged in the acquisition and exploration
 of gold-bearing properties in the continental United States. 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 and improvements located at that site. Firstgold has staked
 claims in anticipation of exploring on approximately 9,800 acres of property
 located in the Horse Creek, Fairview Hunter and Honorine Gold areas of
 Nevada.                                                                                                                                                                                                                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                           | From 1995 until the beginning of 2000, Firstgold had followed the
 above described business activity focusing on the exploration and mining of
 gold and silver ore deposits. At the beginning of 2000, Firstgolds business
 strategy became focused on investing in Internet start-up companies. That
 strategy was not successful and by mid-2001 Firstgold had abandoned such
 investments. From approximately July 2001 until February 2003 Firstgold had
 been inactive. During the period of inactivity, ASDi LLC, an entity
 controlled by A. Scott Dockter who was also the Chief Operating Officer of
 Firstgold, made the necessary expenditures to maintain the current status of
 the Relief Canyon mining claims. In February 2003, Firstgold resumed its
 business of acquiring, exploring and if warranted developing its mining
 properties.                                                                                                                                                                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|NOTE 2 - GOING CONCERN                    
|                                          
|                                           | These
 financial statements have been prepared on a going concern basis. During the
 years ended January 31, 2009 and 2008 and the period from January 1, 1995 to
 January 31, 2009, Firstgold incurred net losses of approximately $14,444,225,
 $7,632,537 and $44,893,572, respectively. In addition, while Firstgold had a
 total shareholders surplus of $4,957,779 it has been in the exploration
 stage since inception and through April 30, 2009. Information for the
 three months ended April 30, 2009 include a net loss of $4,624,858, negative
 cash flows from operations of $897,116 and a deficit accumulated during the
 exploration stage of $50,427,136. 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 and debt securities.

9

---



|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                     | Management plans to continue to provide for its capital needs during
 the year ending January 31, 2010 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 the
 Company be unable to continue as a going concern.                                                                                                                        
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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-K, as filed with the SEC for the
 year ended January 31, 2009.
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                     | Exploration Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                     | Effective January 1, 1995 (date of inception), the Company is
 considered an exploration stage Company as defined in SFAS No. 7. The
 Companys exploration stage activities consist of the exploration of several
 mining properties located in Nevada. Sources of financing for these
 exploration 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, the Company
 considers all highly liquid investments purchased with original maturities of
 three months or less to be cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                     | Restricted Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                     | Restricted cash represents certificates 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.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                     | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

10

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Depreciation, depletion and amortization of
 mining properties, mine exploration costs and major plant facilities will be
 computed principally by the units-of-production method based on estimated proven
 and probable ore reserves once production begins. Proven and probable ore
 reserves reflect estimated quantities of ore which can be economically
 recovered in the future from known mineral deposits. Such estimates are based
 on current and projected costs and prices. Other equipment (prior to
 production, all equipment) is depreciated using the straight-line method
 principally over the estimated useful life of the respective asset.                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 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 Units Of Production 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. 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

11

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | incurred, except for large development programs, which will be
 deferred and depleted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Financing Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Financing costs, including interest, are capitalized when they arise
 from indebtedness incurred to finance development and construction activities
 on properties that are not yet subject to depreciation or depletion.
 Capitalization is based upon the actual interest on debt specifically
 incurred or on the average borrowing rate for all other debt except where
 shares are issued to fund the cost of the project.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Depreciation, Depletion and Amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Assets other than mining properties and mineral rights are
 depreciated using the straight-line method over their estimated useful lives.
 Capitalized development costs are amortized on the units of production method
 considering proven and probable reserves. Depreciation and depletion rates
 are subject to periodic review to ensure that asset costs are amortized over
 their useful lives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Impairment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Mining projects and properties are reviewed for impairment whenever
 events or changes in circumstances indicate that the carrying amount of these
 assets may not be recoverable. If estimated future cash flows expected to
 result from the use of the mining project or property and its eventual
 disposition are less than the carrying amount, impairment is recognized based
 on the estimated fair value of the mining project or property. Fair value
 generally is based on the present value of estimated future net cash flows
 for each mining project or property, calculated using estimates of proven and
 probable mineable reserves, geological resources, future prices, operating
 costs, capital requirements and reclamation costs. A provision for impairment
 in valuation of development costs and property, plant and equipment amounted
 to $800,000 for the year ended January 31, 2002 and was charged to operating
 expense. After these adjustments all development costs and property, plant
 and equipment have been fully written off.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Managements estimates of future cash flows are subject to risks and
 uncertainties. Therefore, it is reasonably possible that changes could occur which
 may affect the recoverability of the Companys investment in mineral
 properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Risks Associated with Gold Mining                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | The business of gold mining is subject to certain types of risks,
 including environmental hazards, industrial accidents, and theft. While the
 Company maintains 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. The Company has not obtained environmental liability
 insurance because such coverage is not                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

12

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | considered by management to be cost effective.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Reclamation Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Reclamation costs and related accrued liabilities, which are based on
 the Companys 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 the
 Companys best estimates of its 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.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 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.                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Fair Value of Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | The carrying amount reflected in the balance sheets for cash, cash
 equivalents, loans and notes payable approximate the respective fair values
 due to the short maturities of these instruments. Available-for-sale
 marketable securities and hedging instruments also are recorded at fair value
 in the balance sheets. The fair values for held-to-maturity marketable debt
 securities, investments, receivables, and long-term debt are based primarily
 on quoted market prices for those or similar instruments.                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | The Company 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                                                                                                                                                                                                                                                                                                                                                                                                                                

13

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 the Companys financial statements since the Company did have unrealized
 gain (loss) from changes in equity from available-for-sale marketable
 securities.                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | The Company accounts for income taxes under the liability method,
 which requires the recognition of deferred tax assets and liabilities for the
 expected future tax consequences of events that have been included in the
 financial statements or tax returns. Under this method, deferred income taxes
 are recognized for the tax consequences in future years of differences
 between the tax basis of assets and liabilities and their financial reporting
 amounts at each period end based on enacted tax laws and statutory tax rates
 applicable to the periods in which the differences are expected to affect
 taxable income. Valuation allowances are established, when necessary, to
 reduce deferred tax assets to the amount expected to be realized.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | As of January 31, 2009, the deferred tax assets related to the
 Companys net operating loss carry-forwards are fully reserved. Due to the
 provisions of Internal Revenue Code Section 382, the Company may not have any
 net operating loss carry-forwards available to offset financial statement or
 tax return taxable income in future periods as a result of a change in
 control involving 50 percentage points or more of the issued and outstanding
 securities of the Company.                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | The Company 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

14

---



| |                                                                          
| | -------------------------------------------------------------------------
| | diluted loss
 per share since their effect would have been anti-dilutive:

| |          |  |      |            |      |  |            | 
| | -------- |  | ---- | ---------- | ---- |  | ---------- | 
|
| |          |  | 2009 |            | 2008 | 
| |          |  |      |            |      |  |            | 
| | Warrants |  |      | 31,722,164 |      |  | 46,655,918 | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Concentrations
 of Credit Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Financial
 instruments which potentially subject the Company to concentrations of credit
 risk consist of cash and cash equivalents. The Company places its cash and
 cash equivalents with high credit, quality financial institutions. At times,
 such cash and cash equivalents may be in excess of the Federal Deposit Insurance
 Corporation insurance limit of $250,000. The Company has not experienced any
 losses in such accounts and believes it is not exposed to any significant
 credit risk on cash and cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Recent
 Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | In December
 2007, the FASB released FAS 141R, Business Combinations and FAS 160,
 Non-controlling Interests in Consolidated Financial Statements. Both
 standards will be effective for transactions that occur after January 1,
 2009. FAS 141R applies to all business combinations and will require the
 acquiring entity to recognize the assets and liabilities acquired at their
 respective fair value. This standard changes the accounting for business
 combinations in several areas. If we complete an acquisition after the effective
 date of FAS 141R, some of these changes could result in increased volatility
 in our results of operations and financial position. For example, transaction
 costs, which are currently capitalized in a business combination, will be
 expensed as incurred. Additionally, pre-acquisition contingencies (such as
 in-process lawsuits acquired) and contingent consideration (such as
 additional consideration contingent on specified events in the future) will
 be recorded at fair value at the acquisition date, with subsequent changes in
 fair value reflected in our results of operations. Under current accounting
 guidance, adjustments to these contingencies are reflected in the allocation
 of purchase price if they occur within a certain period of time after the
 acquisition date.

NOTE 4 - PROPERTY AND EQUIPMENT

|                                    |  |               |            |                |   |            |  
|----------------------------------- |  | ------------- | ---------- | -------------- | - | ---------- | -
|                                    |  | At April
 30, |            | At January
 31 |  
|                                    |  |               |            |                |  
|                                    |  | 2009          |            | 2009           |  
|                                    |  |               |            |                |  
|                                   
|Land                                |  | $             | 266,977    |                | $ | 266,977    |  
|Buildings                           |  |               | 433,952    |                |   | 433,952    |  
|Mining equipment                    |  |               | 2,922,637  |                |   | 2,922,637  |  
|Crushing system                     |  |               | 2,609,183  |                |   | 2,609,183  |  
|Process plant                       |  |               | 4,263,925  |                |   | 4,263,925  |  
|Site costs                          |  |               | 1,542,887  |                |   | 1,535,882  |  
|Lab & equipment                     |  |               | 1,162,934  |                |   | 1,162,934  |  
|Other                               |  |               | 1,326,717  |                |   | 1,326,717  |  
|Asset retirement costs              |  |               | 2,866,989  |                |   | 2,866,989  |  
|                                    |  |               |            |                |   |            |  
|Total property, plant and equipment |  |               | 17,397,201 |                |   | 17,389,196 |  
|Less accumulated depreciation       |  |               | (1,267,467 | )              |   | (936,744   | )
|                                    |  |               |            |                |   |            |  
|Total                               |  | $             | 16,128,734 |                | $ | 16,452,452 |  
|                                    |  |               |            |                |   |            |  

15

---



NOTE 5 - NOTES PAYABLE

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |   |           | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | --------- | 
|Notes
 payable consist of the following at April 30, 2009:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |   |           | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |   |           | 
|Equipment
 notes payable
 The first note does not bear any interest and is due in December 2010. The
 second note bears interest at 8.6% and is due June 2011. The third note bears
 interest at 5.7% and is due June 2013. The fourth note bears interest at 9%
 and is due December 2011. The fifth note bears interest at 7.5% and is due
 June 2013. The loans are secured by various items of vehicles, machinery and
 equipment.                                                                                                       |  | $ | 551,727   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |   |           | 
|Mortgage
 notes payable
 The first note of $246,748 bears interest at 6.75% with monthly principal and
 interest payments and is due in September 2013. The second note of $67,500
 bears interest at 6.75% and is due June 2009 with accrued interest and
 principal due at maturity. If Firstgold completes required water line
 improvements to the property by the due date of the second note then the
 second note and accrued interest will be forgiven. The loans are secured by a
 building and five acres of land in Lovelock, NV. |  |   | 314,248   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |   |           | 
|Short term
 notes payable
 In November 2008 Firstgold entered into a note payable with a six month term
 and bears interest at 50% per annum. In April 2009 Firstgold entered into a
 note payable with a one year term that bears interest at 8% interest                                                                                                                                                                                                                                                                                   |  |   | 316,000   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |   |           | 
|Insurance
 premium notes payable
 The first note bears interest at 9.6%, is payable monthly and is due November
 2009. The second note bears interest at 7% and is due December 2009.                                                                                                                                                                                                                                                                                                                                                        |  |   | 76,545    | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |   |           | 
|Total notes
 payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | $ | 1,258,520 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |   |           | 

Firstgold
recorded interest expense of $1,549,195 for the three months ended

16

---



| |                                                                                             
| | --------------------------------------------------------------------------------------------
| | April 30, 2009 compared to interest expense of $34,605 for the three
 months April 30, 2008.

NOTE 6  CONVERTIBLE DEBENTURES AND SENIOR
SECURED NOTES

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | October 2006
 Convertible Debentures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | In October 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 $0.405 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 warrant. The warrants were issued as financing costs and total deferred
 financing cost of $173,114 was recorded in relation to this debt.                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | August/September
 2008 Senior Secured Promissory Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | On August 7, 2008, Firstgold Corp. (the Company) entered into a
 Note and Warrant Purchase Agreement (the Agreement) with Platinum Long-Term
 Growth, LLC and Lakewood Group, LLC, two US-based investment funds (the
 Lenders). Pursuant to the Agreement, the Lenders will fund up to
 $15,750,000 in Senior Secured Promissory Notes. Funding of the loan will
 occur in five tranches of which the first occurred at the initial closing on
 August 7, 2008 in the aggregate amount of $6,742,625 (the Initial Note
 Amount). A first interim funding occurred August 27, 2008 in the amount of
 $472,973. A second interim funding occurred September 10, 2008 in the amount
 of $1,351,351. The second close funding occurred September 29, 2008 in the
 amount of $3,433,051. Three additional tranches of $1,250,000 each will be
 available during the months of November and December, 2008 and January 2009
 subject to the Company achieving certain operational conditions. The loans
 bear an interest rate of 4% per annum with interest payments commencing in
 September, 2008. The loans are due and payable on March 1, 2010.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | During the time that any debt remains owed to the Lenders the
 Agreement limits the Companys ability to incur any additional indebtedness
 and, the Company must obtain the Lenders consent to enter into certain
 future transactions including any future merger, sale of a substantial
 portion of its assets or becoming involved in any partnership or joint
 venture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | In conjunction with the making of the loan, the lenders were issued,
 on a pro rata basis, Warrants to purchase up to 15,000,000 shares of the
 Companys common stock at an exercise price of $.4357 cents per share which
 may be adjusted downward based on future market conditions. The Warrants have
 a term of 3 years. The Warrants also provide for a Put Right in which the
 Warrant holder                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

17

---



| |                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | after August 7, 2009 may require the Company to repurchase the
 Warrants at a redemption price of $.30 per Warrant. The Put Right is
 exercisable for a period of one year.
| |                                                                                                                                                                            
| | The cost of the loan transaction includes an original issue discount
 of 15% on each note amount plus a 4% origination fee and 7% brokers
 commission.                    

NOTE 7 - COMMITMENTS AND CONTINGENCIES

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Except for the advance royalty and rent payments noted below, the
 Company is not obligated under any capital leases or non-cancelable operating
 leases with initial or remaining lease terms in excess of one year as of
 April 30, 2009. However, minimum annual royalty payments are required to
 retain the lease rights to the Companys properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Relief
 Canyon Mine                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | The Company purchased the Relief Canyon Mine from J.D. Welsh
 Associates (Welsh) in January 1995. The mine consisted of 39 claims and a
 lease for access to an additional 800 acres contiguous to the claims. During
 1997, the Company staked an additional 402 claims. Subsequent to January 31,
 1998, the Company reduced the total claims to 50 (approximately 1,000 acres).
 The annual payment to maintain these claims is $5,000. As part of the
 original purchase of Relief Canyon Mine, Welsh assigned the lease from Santa
 Fe Gold Corporation (Santa Fe) to the Company. The lease granted Santa Fe the
 sole right of approval of transfer to any subsequent owner of the Relief
 Canyon Mine. Santa Fe had accepted lease and minimum royalty payments from
 the Company, but has declined to approve the transfer. Due to Welshs
 inability to transfer the Santa Fe lease, the original purchase price of
 $500,000 for Relief Canyon Mine was reduced by $50,000 in 1996 to $450,000.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Subsequent to January 31, 1998, the lease was terminated by Santa Fe.
 Management believes loss of the Santa Fe lease will have no material adverse
 affect on the remaining operations of the mine operation or the financial
 position of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 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.                                                                                                                                                                                                                                                                                                                      

18

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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).
 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). In late
 March, 2008 the parties reached a settlement agreement and the case was
 dismissed by the Court on April 4, 2008. As a result of the Settlement,
 Firstgold paid $150,000 to Plaintiffs and Firstgold, ASDi LLC and Crescent
 Red Caps LLC relinquished all right, title and interest in the Red Caps and
 Crescent Valley leases to the Plaintiffs. Consequently, Firstgold no longer
 has any interest in these leases and will not pursue any further exploration
 activity on such leased property.                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | On September 24, 2007, a complaint was served on Firstgold by Swartz
 Private Equity, LLC. The complaint was filed in the District Court for the
 Western District of New York (Case No. 07CV6447). In the complaint, plaintiff
 alleges that pursuant to an Investment Agreement dated October 4, 2000, and
 entered into with Firstgolds former management, it is entitled to the
 exercise of certain warrants in the amount of 1,911,106 shares of Firstgold
 common stock or the equivalent cash value of $0.69 per share and a
 termination fee of $200,000. Firstgold filed an answer to the complaint on
 December 3, 2007 and expects to vigorously defend this action. The lawsuit is
 now in the discovery phase.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | On January 30, 2008, a complaint was served on Firstgold by Park
 Avenue Consulting Group, Inc. The complaint was filed in the Supreme Court of
 the State of New York but was subsequently removed to the Federal District
 Court for the Southern District of New York (Case No. 08CV01850). In the
 complaint, plaintiff alleges that pursuant to a Retainer Agreement entered
 into on September 1, 2000, it is entitled to $100,000 in retainer fees, $43,874 in
 expenses, and 850,000 shares of common stock during the term of the
 agreement. In late October 2008 the parties reached a settlement agreement
 with an amendment to the settlement agreement reached in July 2009. As a
 result of the Settlement, Firstgold is to pay to the Plaintiff $225,000 cash
 of which $50,000 has been paid and $175,000 remains outstanding as of April
 30, 2009; issue 1,900,000 shares of common stock and issue 250,000 warrants
 to purchase shares of common stock at a price of $0.4357 for a term of 3 years.
 As of April 30, 2009 a total of $378,000 has been recognized as expense,
 which consists of the $225,000 cash settlement and $153,000 as the fair value
 of the stock on the date issued. Additionally $30,188 was accounted for as
 both a debit and credit to additional paid in capital for the fair value of
 the warrants issued under the Black-Scholes option pricing model.

19

---



| |                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company 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 the Companys financial position, results of operations or
 liquidity.

NOTE 8 - SHAREHOLDERS SURPLUS

| |                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------
| | Common Stock                                                                                                                                            
| |                                                                                                                                                         
| | In February 2009 warrants to purchase 2,080,000 shares of common
 stock were exercised at an exercise price of $0.15 per share.                         
| |                                                                                                                                                         
| | In March 2009 warrants to purchase 4,088,933 shares of common stock
 were exercised at an exercise price of $0.15 per share.                            
| |                                                                                                                                                         
| | In April 2009 the two senior secured lenders converted $72,414 of
 accrued interest into 487,758 shares of common stock at a price of $0.145 per
 share.
| |                                                                                                                                                         
| | Warrants                                                                                                                                                
| |                                                                                                                                                         
| | The following table presents warrant activity from January 31, 2009
 through April 30, 2009:                                                            

|                               |  |                   |            |                                      |   |       |  
|------------------------------ |  | ----------------- | ---------- | ------------------------------------ | - | ----- | -
|                               |  | Number
 of Shares |            | Weighted -
 Average
 Exercise
 Price |  
|                               |  |                   |            |                                      |  
|                              
|Outstanding,
 January 31, 2009 |  |                   | 38,421,097 |                                      | $ | 0.53  |  
|Exercised                      |  |                   | (6,168,933 | )                                    | $ | (0.15 | )
|Expired                        |  |                   | (530,000   | )                                    | $ | (0.40 | )
|Granted                        |  |                   |           |                                      | $ |      |  
|                               |  |                   |            |                                      |   |       |  
|Outstanding,
 April 30, 2009   |  |                   | 31,722,164 |                                      | $ | 0.61  |  
|                               |  |                   |            |                                      |   |       |  
|                               |  |                   |            |                                      |   |       |  
|Exercisable,
 April 30, 2009   |  |                   | 31,722,164 |                                      | $ | 0.61  |  
|                               |  |                   |            |                                      |   |       |  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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

20

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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. Stockholders voting at the 2007 Annual
 Stockholders meeting held on September 20, 2007 approved an increase in the
 shares issuable under the 2006 Plan to a total of 10,000,000.                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 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).                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | The Company adopted
 SFAS 123(R) using the modified prospective transition method as of and for
 the three months ended April 30, 2008. 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 three months ended April
 30, 2008 includes 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 $0 and $59,311 for the respective three months ended April
 30, 2009 and 2008, and was recorded in the financial statements as operating
 expense.                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | A summary of the
 Companys stock option activity is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|                                    |  |             |            |                                 |      |                                |   |   |   | 
|----------------------------------- |  | ----------- | ---------- | ------------------------------- | ---- | ------------------------------ | - | - | - | 
|                                    |  |             |            |                                 |      |                                |   |   |   | 
|                                    |  | # of Shares |            | Weighted
 Ave.
 Exercise
 Price |      | Aggre-
 gate
 Intrinsic
 Value |  
|                                    |  |             |            |                                 |      |                                |  
|                                    |  |             |            |                                 |      |                                |   |   |   | 
|Outstanding as
 of January 31, 2009 |  | 5,793,999   |            | $                               | 0.61 |                                | $ | 0 |  
|Granted                             |  |             | 0          |                                 | $    | 0.00                           |   |   |   | 
|Exercised                           |  |             | 0          |                                 | $    | 0.00                           |   |   |   | 
|Cancelled                           |  |             | (1,000,000 | )                               | $    | 0.75                           |   |   |   | 
|                                    |  |             |            |                                 |      |                                |   |   |   | 
|                                    |  |             |            |                                 |      |                                |   |   |   | 
|Outstanding as
 of April 30, 2009   |  | 4,793,999   |            | $                               | 0.59 |                                | $ | 0 |  
|                                    |  |             |            |                                 |      |                                |   |   |   | 
|                                    |  |             |            |                                 |      |                                |   |   |   | 
|Exercisable as
 of April 30, 2009   |  |             | 3,635,812  |                                 | $    | 0.59                           |   | $ | 0 | 
|                                    |  |             |            |                                 |      |                                |   |   |   | 
|                                    |  |             |            |                                 |      |                                |   |   |   | 

21

---



|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                            | 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.                                                             
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|NOTE 9
  SUBSEQUENT EVENTS
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                            | In May 2009 three
 lenders loaned Firstgold $300,703.
 The loans bear interest of 18%, with principal and accrued interest
 due in one year. The loans are
 convertible into common shares of Firstgold at a conversion price of $0.15
 per share. Additionally the lenders
 received a right to purchase from future gold production of Firstgold gold at
 $500 per ounce for every $200 advanced by the lenders. Accordingly the lenders can purchase in
 total up to 1,503 ounces of gold from future production.                                                                                            
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                            | In May 2009 four
 directors and officers plus three employees converted $249,271 owed to them
 for various fees and salary into convertible loans. The loans bear interest of 18%, with principal and accrued
 interest due in one year. The loans
 are convertible into common shares of Firstgold at a conversion price of
 $0.15 per share. Additionally the
 lenders received a right to purchase from future gold production of Firstgold
 gold at $500 per ounce for every $200 advanced by the lenders. Accordingly the lenders can purchase in
 total up to 1,246 ounces of gold from future production.
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                            | In May 2009 a note
 payable for $256,000 became past due.
 The lender has not demanded payment and currently Firstgold is
 negotiating with the lender regarding this matter.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                            | In June 2009 $302,565
 of convertible debt and accrued interest were converted into 2,086,653 shares
 of common stock at a price of $0.145 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                            | A second mortgage for
 $67,500 due in June 2009 became past due and was in default. In July 2009 the lender began foreclosure
 proceedings on the building and improvements. In August 2009 Firstgold and the lender completed a forbearance
 agreement whereby Firstgold will prepay one year of interest at 7% on the
 mortgage while continuing to maintain its obligations to complete the water
 line improvements referred to Note 5 above.                                                                                                                                                               
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                            | In July 2009 Firstgold
 entered into a Binding Offer Letter and certain implementing agreements,
 documenting an agreement in principle with a new investor, to acquire the two
 currently outstanding senior secured promissory                                                                                                                                                                                                                                                                                                                                                                                

22

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | notes. Among other
 things, the investor would assume the security interests and title liens
 currently held by the existing senior secured lenders thus making the
 investor Firstgolds primary secured lender. As part of the transaction, the
 investor has also agreed to subscribe for common shares of Firstgold
 representing 51% of the outstanding common shares (after giving effect to the
 subscription) for US $9,500,000 and has also agreed to provide a US
 $5,500,000 loan facility to Firstgold to fund working capital. The proposed transaction is subject to a
 number of conditions, including completion of due diligence by the investor to its satisfaction, negotiation
 and execution of definitive agreements and documents contemplated by the
 transaction, and obtaining all required government, regulatory and
 shareholder approvals. Pre-loan funding representing an initial deposit
 provided for in the Binding Offer Letter was received on July 16, 2009. Upon
 closing of the transaction, the current secured lenders have agreed to drop
 all legal actions against the Company and its officers. On September 23, 2009 the new investor and
 Firstgold entered into a Letter of Undertakings which, among other things,
 extends the closing to December 1, 2009.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In July 2009 an
 irrevocable Letter of Credit from Umpqua Bank in favor of the U.S. Department
 of Interior, Bureau of Land Management in the amount of U.S. $2,183,846,
 representing a portion the reclamation bond for the Relief Canyon Mine was
 called. The letter of credit was
 secured by a certificate of deposit in the amount of $2,293,126; $2,183,846
 of the certificate of deposit was used to satisfy the letter of credit and
 now represents a cash bond on deposit with the Bureau of Land Management.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In September 2009 six
 lenders loaned Firstgold $600,000.
 The loans bear interest of 12%, with principal and accrued interest
 due in one year. The loans are
 convertible into common shares of Firstgold at a conversion price of $0.15
 per share. Additionally the lenders
 received a right to purchase from future gold production of Firstgold gold at
 $500 per ounce for every $200 advanced by the lenders. Accordingly the lenders can purchase in
 total up to 3,000 ounces of gold from future production.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In September 2009 a
 convertible note holder converted outstanding principal and accrued interest
 and outstanding warrants totaling $503,885 into 13,858,619 shares of common
 stock at a price of $0.0363 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In September 2009 a
 promissory note holder converted outstanding principal totaling $70,703 plus
 options to purchase 1,871 ounces of gold from future production of Firstgold
 into 16,384,717 shares of common stock at a price of $0.043 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | In September 2009 a
 promissory note holder converted outstanding principal and accrued interest
 totaling $115,000 plus options to purchase 575 ounces of gold from future
 production of Firstgold into 6,900,000 shares of common stock at a price of
 $0.05 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|        |                                                            
|------- | -----------------------------------------------------------
|ITEM 2. | MANAGEMENTS DISCUSSION AND
 ANALYSIS OR PLAN OF OPERATIONS

Caution
About Forward-Looking Statements

This Form 10-Q 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-Q if any forward-looking statement later
turns out to be inaccurate.  Details about risks affecting various
aspects of Firstgolds business are discussed in Firstgolds Form 10-K as well
as throughout this Form 10-Q and should be considered carefully.

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. The Relief Canyon Mine Property
consists of 166 claims including 120 mill site claims and 46 unpatented mining
claims. Since February 1, 2007 we have
completed drilling 83 reverse circulation drill holes.  We have also
drilled a total of 57 sonic holes
in the existing heap leach pads to assess the economic potential of
reprocessing the ore and extracting any remaining gold.  These drill
results will be added to the historic drill hole database to help develop a new
mining plan for Relief Canyon Mine property.

In preparation for the
resumption of ore processing at the Relief Canyon Mine, on August 7, 2007 we
received an Approval of the Relief Canyon Mine Heap reprocessing amendment to
the Plan of Operations from the Bureau of Land Management (BLM). In conjunction with the BLM action,
Firstgold increased its posted reclamation bond to $2.8 million with the
BLM.

On August 16, 2008 an
Amended Reclamation Permit No. 264 issued by the Nevada Division of
Environmental Protection (NDEP) became final. In addition, Firstgold has
recently received its Water Pollution Control Permit and Air quality Permit
from the NDEP.

The above approvals and
permits allow Firstgold to begin construction of a new heap leach pad and to
construct and operate an ADR Process Plant and crushing facility at the Relief
Canyon Mine site. On December 15, 2008 we completed the new heap leach pad and
on December 16, 2008 commenced stacking ore on the pad. We began reprocessing
material on existing heaps in November, 2008 and began applying cyanide solution to the
material on our heap leach pads in February, 2009. As a result of the
application of the

24

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cyanide solution, the resulting solution began flowing
through the recently completed processing facility and on March 5, 2009 the
first carbon filters were extracted and shipped off-site for processing.

In April, 2009
Firstgolds two primary lenders declared defaults under their respective Senior
Secured Promissory Notes. Consequently, until new financing can be obtained we
have been forced to suspend any additional processing activity at the plant and
will run the Relief Canyon operation on a care and maintenance basis until such
time as full operations can be restored.

We have conducted
preliminary sampling of approximately 4,200 acres of potentially mineralized
ground in the Horse Creek area located approximately 100 miles northeast of
Reno, Nevada.  During the course of the property evaluation, rock
chip samples were collected showing the potential presence of intrusion-related
mineral systems.  During the third quarter we commenced the 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 continued with more rock chip
sampling as well as an in-depth soil sampling survey.

On January 11, 2008 we
secured claims on approximately 2,300 acres of potentially mineralized ground
near Fairview, Nevada referred to as the Fairview-Hunter
property.  We are conducting preliminary sampling of the
area.  During the course of the property evaluation, rock chip
samples were collected.  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.

On February 22, 2008, we
secured claims on approximately 3,300 acres of potentially mineralized ground
north of Winnemucca, Nevada referred to as the Honorine Gold
property.  We are conducting preliminary sampling of the
area.  During the course of the property evaluation, rock chip
samples were collected.  The next phase of this project will be to
conduct extensive mapping of the areas bedrock geology.  We completed the
initial sampling and 6 drill holes on the project. Drill results from this first round of drilling are expected only
to provide basic geologic information and direction for future drill work.
 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.

In July 2008, Firstgold
opened a full service metals and mineral assay laboratory in leased buildings
located in Lovelock, Nevada. The
laboratory will process mineral samples from Firstgolds Relief Canyon Mine,
other Firstgold exploration properties and provide excess capacity to process
mined samples from other outside mining and exploration companies.

25

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Restructuring Transaction

On July 16, 2009 we
entered into a Binding Offer Letter with Northwest Non-Ferrous International
Investment Company, Limited (Northwest) which has its headquarters in Xian
Shaanxi Province, China. The Binding
Offer Letter was amended on August 7, 2009.
Pursuant to the Binding Offer Letter, the parties have agreed to prepare
and enter into definitive agreements having an aggregate value of approximately
$26,500,000 and to make certain fundamental changes to Firstgolds Certificate
of Incorporation and Bylaws to give effect to the Restructure transaction which
collectively are referred to herein as the Restructuring. The capital infusion by Northwest will
consist of three components. All dollar amounts are stated in US dollars.

Purchase of Notes

The first capital
investment component of the Restructuring provides for Northwest to acquire the
currently outstanding Senior Secured Promissory Notes held by Firstgolds
primary creditors, Platinum Long Term Growth, LLC (Platinum) and Lakewood
Group LLC (Lakewood) for a one-time payment of $11,500,000. The Binding Offer Letter provides for
Northwest to make an initial pre-loan payment of $1,000,000 of which $500,000
was allocated to Platinum and Lakewood as a nonrefundable deposit and $500,000
was transferred to Firstgold to be used for working capital purposes. These funds were received by Firstgolds
Canadian counsel on July 16, 2009. The
balance of $11,000,000 will be paid by Northwest to Platinum/Lakewood and
Northwest will assume the existing secured promissory notes currently held by Platinum
and Lakewood. Among other things,
Northwest would assume all the security interests and title liens currently
held by Platinum and Lakewood thus making Northwest our primary secured lender.

Working Capital Loan

The next capital
investment component of the Restructuring is a $5,500,000 loan to be made by
Northwest to Firstgold which will be used to discharge indebtedness to
unsecured creditors and for general working capital. The loan will bear interest at a fixed rate of 10% per annum and
the principal amount of the loan will be repaid in 24 equal monthly
installments commencing on September 1, 2010.
$500,000 of the loan proceeds were previously advanced to Firstgold on
July 16, 2009 with the balance to be advanced to Firstgold on or before August
31, 2009. See Extension of Restructuring Transactionbelow.

Subscription for Shares

The third capital
investment component of the Restructuring is the purchase of shares of
Firstgold common stock whereby, on or about September 30, 2009, and subject to
shareholder approval and regulatory approval, Northwest will subscribe for that
number of shares from the authorized but unissued (post-split) shares which
will equal 51% of the then issued and outstanding shares of Firstgold common
stock for an amount of $9,500,000 (the Subscription Transaction) and result
in a change of control of

26

---



Firstgold. The proceeds
from this subscription Transaction will be used for general working capital
including the resumption of gold exploration and processing at Firstgolds
Relief Canyon mining site.

Structural Changes Required by
Northwest

As part of the
Restructuring, Northwest is allowed to nominate three directors to the
Firstgold Board of Directors with Mr. Sun Feng (Chairman of Northwest) being
designated as the new Chairman of the Firstgold Board. In addition, the Amended and Restated
Certificate of Incorporation will be amended to provide for the Chairman of the
Board to have a casting vote meaning that in case of a tie vote on any matter
properly coming before the Board, the Chairman will have two votes compared to
one vote by each of the remaining Directors thus allowing the Chairman the
deciding vote in case of a tie vote on the Board. Northwest will also be granted certain preemptive rights allowing
it to maintain its 51% ownership interest when and if currently outstanding
warrants are exercised.

Financial Changes Required by
Northwest

As a further condition of
the Restructuring, Firstgold was required to reduce the amount of debt owed to
creditors. Consequently, Firstgold has entered into arms length settlement
arrangements with certain of its largest unsecured creditors whereby it will
issue up to 72,151,842 shares of common stock, together with cash in the amount
of approximately $4,838,000 in exchange for the discharge of $8,408,735 of
original indebtedness and the cancellation of outstanding warrants exercisable
into at least 44,394,000 shares of common stock. In addition, 31,300,000 shares
are to be issued to settle compensation and other amounts owed to directors,
officers and employees of Firstgold.

Voluntary Changes Deemed Beneficial
to Firstgold

In addition to the
changes required by Northwest described above, the Company is seeking
stockholder approval for several other changes which the Board believes to
appropriate at this time including a 1-for-5 consolidation of its outstanding
common stock, increasing its authorized shares to 500,000,000 shares, allowing
for automatic adjustments to the number of shares issuable pursuant to the
Companys 2006 Stock Option Plan and amending and restating the Companys
Bylaws.

Regulatory Requirements

In light of the fact that
the above described transaction with Northwest will result in a change of
control in Firstgold, this proxy statement is intended to meet the notice
requirements of Regulation 14f-1 of the Proxy Rules promulgated under the
Securities Exchange Act of 1934 to disclose the proposed change in control of
the Firstgold Board of Directors as described above.

Since the Firstgold
common shares are currently listed on the Toronto Stock Exchange (TSX),
certain TSX rules and regulations require that: (i) the issuance of shares by

27

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Firstgold to Northwest in
an amount equal to 51% of the then-outstanding shares resulting in a change of
control, (ii) the proposed issuance of shares representing more than 25% of the
currently issued and outstanding shares at a discount to the market price in
settlement of indebtedness and (iii) the issuance of share compensation to
certain officers and directors of the Company, must be approved by Firstgolds
stockholders and are set forth below as Proposal number 2, 3 and 10.

Due to the type of
transaction involved and the nature of Northwest is a Chinese entity, Northwest
has been advised that an application should be made to the Committee on Foreign
Investment in the United States (CFIUS). The purpose of such application is
to allow CFIUS to evaluate if any issues affecting national security are
included in the proposed Restructuring. While neither Northwest nor Firstgold
anticipate any objections based on national security concerns, such application
process is anticipated to take approximately 45 to 60 days to complete.
Northwest has determined to wait for CFIUS clearance before proceeding with the
Restructuring Transaction.

Information about Northwest

Northwest Nonferrous
International Investment Company Ltd. is 100% owned by the Northwest Mining and
Geological Exploration Group Co. for Nonferrous Metals (NWME) and is based in
Xian city of Shaanxi province, China. Northwest has more than 6,000 employees
including 800 geologists, technologists, and engineers.

Northwest is one of the
top five exploration and mining Bureaus in China amongst around 100 provincial
Bureaus in terms of revenue and technical capacity. Northwest was one of the
first Bureaus in China to conduct exploration projects in partnership with
overseas companies. In 2007, Northwest incorporated a joint venture with Yukon
Nevada Gold Corporation to carry out exploration on new acquisitions. In 2008,
Northwest, in partnership with Jinduicheng Molybdenum Group Co., Ltd., acquired
Yukon Zinc Corporation.

Extension of Restructuring
Transaction

Due to the need to
prepare and file the CFIUS application referred to above, the parties have
agreed to extend the closing dates for each of the Restructuring components as
originally contemplated in the Binding Offer Letter. It is now anticipated that
the purchase of the Platinum/Lakewood Notes and the working capital loan will
occur in October, 2009 (upon receipt of CFIUS clearance) and the subscription
of shares is expected to take place on or before December 1, 2009. In
recognition of this extended timetable, Platinum/Lakewood were allowed to draw
down the $500,000 deposit posted by Northwest and will be paid 1% of the
outstanding Note balances per month until the purchase of the Notes by
Northwest occurs. In addition, Northwest will advance or cause to be advanced
to Firstgold approximately $500,000 to meet current operating capital
requirements until the Restructuring Transaction can be consummated.

Results
of Operation

Our current business
strategy is to invest in, explore and if warranted, conduct mining

28

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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) the staking of approximately 4,200
acres of property located in Humboldt County, Nevada; (ii) claims to explore
2,300 acres of property located near Fairview, Nevada; and (iii) mineral leases
on 3,300 acres of property located near Winnemucca, Nevada.

Operating Results for the Fiscal Quarters
Ended April 30, 2009 and 2008

Although we commenced efforts to re-establish our mining business early
in fiscal year 2004, no mining operations have commenced and only minimal
revenues from mining operations have been recognized subsequent to the quarter
ended April 30, 2009 due to the fact that we were forced to suspend mining and
processing activities due to the lack of funds at our primary property, the
Relief Canyon mine and placed it on a care and maintenance status in April
2009. Revenue of $88,718 was recognized for the quarter ended April 30, 2009
compared to $275,793 of revenue recognized during the same quarter of 2008.
During the first quarter of fiscal year 2010 we recognized $38,161 from the
leasing of drill rigs and crew to other nearby mining operations; and $50,557
from performing assays for customers at our lab. During the first quarter of
fiscal year 2009 we recognized revenue of $275,793 from the leasing of drill
rigs and crews to other nearby mining operations. 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 revenue. Costs of services expended during the quarter
ended April 30, 2009 were $167,029 compared to $453,522 costs of services
during the same quarter ended 2008.

During the quarter ended April 30, 2009 we spent $1,439,841 for
exploration, reclamation and maintenance expenses related to our mining
properties. Exploration, reclamation and maintenance expenses expended during
the same quarter ended April 30, 2008 were $1,119,403. These expenses relate
primarily to exploration activities and installation of processing facilities
at the Relief Canyon Mine. The increase in costs was due primarily to the
initial operational expenses of operating the crushing and process plant
activities which were subsequently shut down at the end of April 2009; at such
time the Relief Canyon Mine was placed on a minimal care and maintenance
status. During the quarter ended April 30, 2008 we expended approximately
$56,250 on preliminary exploration activities at the Horse Creek,
Fairview-Hunter and Honorine Gold properties. We incurred general and
administrative expenses of $1,250,667 during the quarter ended April 30, 2009.
Of this amount, $591,149 reflects salary for administrative staff, payroll
taxes and benefits, $247,250 reflects officer and director compensation during
the quarter and $72,667 reflect fees for outside professional services. We
incurred general and administrative expenses of $1,179,528 during the quarter
ended April 30, 2008. Of this amount, $78,299 reflects promotion expense,
$228,460 reflects officer and director compensation and related payroll taxes
during the quarter and $394,378 reflect fees for outside professional services.

29

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Professional services incurred for the quarter ended April 30, 2009
reflects legal and accounting work pertaining to our annual and quarterly
reporting on Form 10-K and Form 10-Q occurring in fiscal year 2009. A large portion
of the outside professional services for the quarter ended April 30, 2008
reflected legal costs associated with the litigation involving the Crescent Red
Caps LLC. It is anticipated that both mining costs and operating expenses will
be significantly curtailed until we are able to secure necessary additional
financing to continue our exploration program and implement our mining
operations.

We incurred interest expense of $1,549,195 during the quarter ended
April 30, 2009 which compares to interest expenses of $34,606 incurred during
the same quarter of 2008. The principal balance of loans outstanding at the end
of the first quarter of fiscal year 2010 increased by $12,957,723 to
$13,908,520 compared to a principal balance of $950,797 outstanding at the end
of the first quarter of fiscal year 2009, which was primarily the result of an
increase in senior secured promissory notes issued during the third quarter of
fiscal year 2009. The increase in accrued interest expense during the quarter
ended April 30, 2009 was primarily due to the increase in the principal balance
of promissory notes outstanding during the period and the imposition of an 18%
default rate of interest as of December 15, 2008.

Our total net loss for the quarter ended April 30, 2009 increased to
$4,624,858 compared to a net loss of $2,595,314 incurred for the same quarter
ended April 30, 2008. The larger net loss in the first quarter ending April 30,
2009 reflects the increase in the mine site improvement expenses as well as a
substantial increase in interest expense. The increase in net loss for the
quarter ended April 30, 2009 was partially offset by the net sales revenue
recognized during the quarter.

Liquidity and Capital Resources

We have incurred significant operating losses since inception which has
resulted in an accumulated deficit of $50,427,136 as of April 30, 2009. At
April 30, 2009, we had cash and other current assets of $253,669 compared to
$389,553 at January 31, 2009 and a net working capital deficit of $13,953,369.
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
April 30, 2009, we had outstanding notes payable in the gross principal amount
of $13,942,721 (net balance of $7,930,536 after $5,013,162 of deferred financing costs and $999,023 of original
issue discount) which reflects an increase of $12,991,924 compared to
notes payable in the gross principal amount of $950,797, (net balance of
$817,624 after $148,480 of deferred financing costs) as of April 30, 2008.

We have posted with the United States Department of the Interior,
Bureau of Land Management two letters of credit which are secured by
certificates of deposit in the amount of $2,797,346. This letter of credit covers
future reclamation costs as required by the Nevada Division of Environmental
Protection relating to the Relief Canyon Mine.

We are
currently in default under the Senior Secured Promissory Notes and the
principal and interest has been accelerated by the Noteholders and is now due
and owing in the

30

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amount of $12,976,160. In April we retained the services of Haywood
Securities Inc. of Vancouver, British Columbia to assist us in identifying and
evaluating various financing, restructuring or strategic alternatives which may
be available. On May 22, 2009 our two major lenders commenced foreclosure
proceedings under their Deeds of Trust and UCC security interests. If we are
unsuccessful in closing the Restructuring transaction with Northwest or in securing
alternative financing if the Northwest Transaction is not completed, these
lenders could commence seizing and selling virtually all of Firstgolds assets.

We will require up to $13 million to cure the existing defaults under
the Senior Secured Promissory Notes and an additional approximately $5 million
to $10 million to resume full production at the Relief Canyon Mine and carry
out planned exploration on our other properties. We do not have sufficient
working capital to fund our current business plan for Relief Canyon.
Consequently, our intention is to pursue several possible funding opportunities
including the sale of additional securities, the sale of assets, entering into
joint venture arrangements, or incurring additional debt. However, the sale of
additional securities or incurring additional debt must now be approved by the
holders of our Senior Secured Promissory Notes unless such notes are paid off.

Due to our continuing losses from business operations, the independent
auditors report dated January 31, 2009, 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
January 31, 2009, Firstgolds principal commitments included its obligation to
pay a minimum of $400,000 per month on the Senior Secured Promissory Notes
(which Firstgold is not currently able to pay), ongoing maintenance fees on 166
unpatented mining claims and the annual minimum rent due on the three mineral
leases and mortgage payments relating to its offices and laboratory in
Lovelock, Nevada.

We will need to raise additional capital to pay down our existing debt
and fund the long-term or expanded development, promotion and conduct of our
mineral exploration and mining operations. Due to our limited cash flow,
operating losses and limited assets, it is unlikely that we could obtain
financing through commercial or banking sources. Consequently, any future
capital requirements will be dependent on cash infusions from our major
stockholders or other outside sources in order to pay our current debts and
fund our future operations. If adequate funds are not available in the near
future, through public or private financing as well as borrowing from other
sources, Firstgold will not be able to pay its debts and its assets could be
exposed to forfeiture or bankruptcy.

Recent Financing Transactions

On August 7, 2008, Firstgold issued Senior Secured Promissory Notes in
the aggregate principal amount of $7,215,597 which resulted in net proceeds to
Firstgold of $4,989,543. On August 27, 2008, additional promissory notes in the
principal amount of $472,973 were issued resulting in net proceeds of $350,000.
On September 10, 2008, Firstgold issued additional Senior Promissory Notes in
the aggregate principal amount of $1,351,351, which resulted in net proceeds to
Firstgold of $1,000,000. On September 29,

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2008, promissory notes in the principal amount of $5,257,375 were
issued resulting in net proceeds of $2,460,457 to Firstgold. This brought the
total principal amount of promissory notes issued to $12,000,000. The Notes
bear interest of 4% per annum payable monthly and are due and payable on March
1, 2010. In addition, commencing in December 2008, Firstgold is required to
make minimum monthly principal reduction payments of $400,000. The Notes are
secured by all of the assets of Firstgold including its interests in the Relief
Canyon Mine property and facilities. The proceeds of these Notes were used to
repay the $1.1 million convertible debenture and fund the final permitting,
deposits and facility construction at the Relief Canyon Mine site.

Firstgold was not able to commence making the monthly installments in
December, 2008 and, as a result, was in default under the Notes and a default
interest rate of 18% per annum went into effect. On March 31, 2009, Firstgold
entered into a Notice of Default and Forbearance Agreement with the
Noteholders. However, on April 22, 2009 the two Noteholders cancelled the
Forbearance Agreement and declared another default under the Note citing
Firstgolds failure to pay the April 15, 2009 loan payment. On May 22, 2009,
the Noteholders filed a notice of foreclosure seeking to take possession of
Firstgolds assets. This foreclosure action could proceed after a 90-day cure
period has elapsed.

In March 2009, Firstgold extended for 12 months an irrevocable Letter
of Credit from Umpqua Bank in favor of the U.S. Department of Interior, Bureau
of Land Management to an aggregate amount of U.S. $613,500 and represents a
portion of the reclamation bond for the Relief Canyon Mine. The letter of
credit is secured by a certificate of deposit in the amount of $674,850.

In March 2009 one lender loaned Firstgold $60,000. The loan bears
interest of 8%, with principal and accrued interest due in one year.
Additionally the lender received a right to purchase from future gold
production of Firstgold gold at $500 per ounce for every $200 advanced by the
lender.

Off-Balance Sheet Arrangements

During the fiscal quarter ended April 30,
2009, Firstgold did not engage in any off-balance sheet arrangements as defined
in Item 303(a)(4) of the SECs Regulation S-K.

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 along with those set forth in Note 3 to the financial statements,
affect our more significant judgments and estimates in the preparation of our
financial statements.

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

32

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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.
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 units-of-production 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

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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. 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.

Stock-Based Compensation

We currently account for the issuance of stock options to employees
using the fair market value method according to SFAS No. 123R, Share-Based Payment.

Adopted Accounting Pronouncements

See Note 3 to the Financial Statements.

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|         |                        
|-------- | -----------------------
|ITEM 4T. | CONTROLS AND PROCEDURES

Disclosure
Controls and Procedures.

We have adopted and maintain disclosure controls and procedures (as
such term is defined in Rules 13a-15 (e) and 15d-15 (e) under the Securities
Exchange Act of 1934, as amended (the Exchange Act)) that are designed to
ensure that information required to be disclosed in our reports under the
Exchange Act, is recorded, processed, summarized and reported within the time
periods required under SECs rules and forms and that the information is
gathered and communicated to our management, including our Chief Executive
Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow for
timely decisions regarding required disclosure.

As required by SEC Rule 15d-15 (b) we carried out an evaluation, under
the supervision and with the participation of management, including our CEO and
CFO, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act 15d-14 as of the end of the
fiscal quarter covered by this report. Based upon that evaluation, our CEO and
CFO concluded that our disclosure controls and procedures were effective in
timely alerting them to material information relating to Firstgold that is
required to be included in our periodic SEC reports and to ensure that
information required to be disclosed in our periodic SEC reports is accumulated
and communicated to our management, including our CEO and CFO, to allow timely
decisions regarding disclosure as a result of any deficiency detected in our
internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

During the
quarter covered by this report, there was no change in Firstgolds internal
control over financial reporting that has materially affected, or is reasonably
likely to materially effect, the Companys internal control over financial
reporting.

PART II - OTHER INFORMATION

|         |                                           
|-------- | ------------------------------------------
|ITEM 1A. | FACTORS AFFECTING FUTURE OPERATING RESULTS

In addition to the risk factors disclosed in the Firstgold Form 10-K
for the fiscal year ended January 31, 2009, the following risks have changed or
been added to the risk factors previously disclosed in the Firstgold 10-K.

We are an exploration stage company and an investment in, or ownership
position in our common stock is inherently risky. Some of the risks set forth
in our Form 10-K or in this Form 10-Q (together referred to as the Firstgold
Risk Factors) 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 the

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Firstgold Risk Factors and investors could lose all or part of an
investment in our company as a result of any of the Firstgold Risk Factors
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 an exploration stage company with no proven mineral reserves, we may
not be able to prove viable mineral reserves or achieve positive cash flows and
our limited history of operations makes evaluation of our future business and
prospects difficult. We reactivated our business operations in early 2003 and
we have not generated any revenues, other than leasing certain of our drill
rigs and crew for short periods of time, 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 companies which have not yet established their
mining operations.

We
will need additional funds to finance our mining and exploration activities as
well as fund our current operations. Due to our lack of funds, we had to
suspend operations at the Relief Canyon mine site and lay-off most of our
employees. Our ability to 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 increasing cash flow from
operations, entering into joint ventures or other arrangements with capital
sources, or secure other sources of financing to fund operations. We are
currently in negotiations with Northwest to provide up to $9,500,000 in
operating capital to Firstgold. However, this transaction is not expected to
close until October, 2009 and may not close at all if various conditions to
closing, including completion of due diligence and stockholder approvals, are
not achieved in a timely manner.

We do not have sufficient funds to finance our near-term mining
activities at the Relief Canyon Mine or pursue preliminary exploration
activities at our other properties. We had cash reserves of $1,598 and a
working capital deficit of $13,953,369 as of April 30, 2009. As a result, we
have been forced to suspend operations at the Relief Canyon Mine and put the
mine site in a care and maintenance status and cease all exploration
activities. Our ability to resume operations at the Relief Canyon Mine,
implement our business plan and meet our long-term obligations in the ordinary
course of business is dependent upon closing the Restructuring transaction with
Northwest or raising additional capital through public or private equity
financings, establishing cash flows from operations, entering into joint
ventures or other arrangements with capital sources, or securing other sources
of financing to fund operations. Our continuing reliance on outside capital is
a consequence of our negative cash flows from operations.

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On
August 7, 2008 Firstgold entered into a Note and Warrant Purchase Agreement
(the Agreement) which created a long-term debt obligation in the aggregate
amount of $12,000,000. Pursuant to the Agreement commencing on December 15,
2008 and continuing in each month thereafter, Firstgold is required to make
monthly principal reduction payments equal to the greater of: i) 40% of
Firstgolds free cash flow (as defined in the Agreement) in the preceding
calendar month, and ii) $400,000. Firstgold has not paid any of the principal
reduction payments. Therefore, as of December 16, 2008, Firstgold was in
default for non-payment of the required principal payment of $400,000 on the
Senior Secured Promissory Notes. As a result of the default, the $12 million
principal balance could be called immediately due and payable by the Lenders
and the Lenders began charging a default interest rate of 18% per annum.
Additionally, the loans are secured by a first priority interest in all of
Firstgolds assets including its equipment, its mining rights existing at its
Relief Canyon mine as well as any future mining rights Firstgold may develop in
certain other properties. On June 17, 2009 these lenders filed an application to
have a receiver appointed to oversee Firstgolds operations and assets. Due to
the current negotiations with Northwest which, among other things, would assume
the lenders Senior Secured Promissory Notes for payment of $11,500,000, the
lenders have agreed to refrain from any further action until the Northwest
transaction is consummated or terminated.

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, 2009 to include an
explanatory paragraph related to our ability to continue as a going concern,
stating, in the audit report dated August 31, 2009, that the Company had an
accumulated deficit of $45,835,365 at January 31, 2009. 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. 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
reserves 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.

As of April 30, 2009, Firstgold had approximately 143,217,235 shares of
Common Stock outstanding and options and warrants to purchase a total of
35,759,228 shares of our Common Stock were outstanding as of April 30, 2009.
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.

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|        |                                        
|------- | ---------------------------------------
|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES

In March 2009 one lender loaned Firstgold $60,000. The loan bears
interest of 8%, with principal and accrued interest due in one year.
Additionally the lender received a right to purchase from future gold
production of Firstgold gold at $500 per ounce for every $200 advanced by the
lender.

In February 2009 warrants to purchase 2,080,000 shares of common stock
were exercised at an exercise price of $0.15 per share.

In March 2009 warrants to purchase 4,088,933 shares of common stock
were exercised at an exercise price of $0.15 per share.

In April 2009 the two senior secured lenders converted $72,414 of
accrued interest into 487,758 shares of common stock at a price of $0.145 per
share.

The issuance of the above-referenced debt instrument and exercise of
warrants and conversion of accrued interest were made without any public
solicitation and to a limited number of investors or related individuals or
entities. 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 debt instrument and the shares issued in
exercise of warrants and conversion of interest were issued pursuant to the
private placement exemption provided by Section 4(2) and/or Section 4(6) of the
Securities Act of 1933 (the Securities Act). The note and shares issued are
deemed to be restricted securities as defined in Rule 144 under the
Securities Act and stock certificates issued upon exercise of the warrants and
conversion of interest bear a legend limiting the resale thereof.

|        |                                
|------- | -------------------------------
|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES

On
August 7, 2008 Firstgold entered into a Note and Warrant Purchase Agreement
(the Agreement) which created a long-term debt obligation in the aggregate
amount of $12,000,000. Pursuant to the Agreement commencing on December 15,
2008 and continuing in each month thereafter, Firstgold is required to make
monthly principal reduction payments equal to the greater of: i) 40% of
Firstgolds free cash flow (as defined in the Agreement) in the preceding calendar
month, and ii) $400,000. Firstgold has not paid any of the principal reduction
payments. Therefore, as of December 16, 2008, Firstgold was in default for
non-payment of the required principal payment of $400,000 on the Senior Secured
Promissory Notes. As a result of the default, the $12 million principal balance
could be called immediately due and payable by the Lenders and the Lenders
began charging a default interest rate of 18% per annum. Additionally, the
loans are secured by a first priority interest in all of Firstgolds assets
including its equipment, its mining rights existing at its Relief Canyon mine
as well as any future mining rights Firstgold may develop in certain other
properties. On March 31, 2009 the Company entered into a Notice of Default
and Forbearance Agreement with the two

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Senior Secured Lenders pursuant to which the Company agreed to allow up
to $4,000,000 of principal and accrued interest to be convertible into shares
of the Companys common stock at a conversion rate of $0.145/share. The two
Lenders received Amended and Restated Senior Secured Promissory Notes
reflecting this new convertible provision. The conversion option will be
available during any periods when the Company is not current in its loan
payments under the Notes. Pursuant to the Notice of Default and Forbearance
Agreement the Senior Secured Lenders agreed to forbear from further default
proceedings until April 30, 2009. On April 22, 2009 the two Lenders, citing the
Companys failure to pay the April 15, 2009 loan payment as a subsequent
default event, delivered a Notice of Default and demanded the entire principal
and interest be paid by April 27, 2009. On June 17, 2009 one of Firstgold
Corps two primary lenders filed a Complaint and Applications in the Second Judicial
District Court in the County of Washoe, Nevada seeking, among other things, to
have a receiver appointed to oversee the Companys operations and assets. On June 17, 2009 these lenders filed an
application to have a receiver appointed to oversee Firstgolds operations and
assets. Due to the current negotiations with Northwest which, among other
things, would assume the lenders Senior Secured Promissory Notes for payment
of $11,500,000, the lenders have agreed to refrain from any further action until
the Northwest transaction is consummated or terminated.

|        |         
|------- | --------
|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

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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.

|                        |                  |                                                                          | 
|----------------------- | ---------------- | ------------------------------------------------------------------------ | 
|                        | FIRSTGOLD
 CORP. |                                                                         
|                        |                  |                                                                          | 
|Dated:
 October 6, 2009 | By:              | /s/ Terrence
 Lynch                                                      | 
|                        |                  |                                                                          | 
|                        |                  | Terrence
 Lynch, Chief Executive Officer                                 | 
|                       
|                        |                  | /s/ James
 Kluber                                                        | 
|                        |                  |                                                                          | 
|                        |                  | James
 Kluber, Principal Accounting
 Officer and Chief Financial Officer | 

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