UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549




FORM
      10-QSB/A


AMENDMENT
      NO. 1





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


SECURITIES
      EXCHANGE ACT OF 1934


FOR
      THE
      QUARTERLY PERIOD ENDED OCTOBER 31, 2006





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


EXCHANGE
      ACT FOR THE TRANSITION PERIOD FROM


_______________
      to _______________





Commission
      File Number  0-20722





FIRSTGOLD
      CORP.


(formerly
      Newgold, Inc.)


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








DELAWARE
            
            16-1400479(State
                of other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification Number)3108
                Gabbert Drive, Suite 201
              Cameron
                Park, California
            
            95682(Address
                of Principal Executive Offices)
            
            Zip
                CodeIssuer's
                telephone number:
            (530)
                677-5974








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





YES X NO ___





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




YES
      ___  NO X





Common
      stock, $0.001 par value, 74,744,240 issued and outstanding as of October 31,
      2006.





Transitional
      Small Business Disclosure Format:  Yes
      ____  No
      __ X __











EXPLANATORY
      NOTE





This
      amendment on Form 10-QSB/A (the October 2006 Form 10-QSB/A) amends the quarterly
      report on Form 10-QSB of Firstgold Corp. (“Firstgold”) for the quarter ended
      October 31, 2006 (the 2006 Form 10-QSB), which was originally filed on December
      20, 2006. This Amendment No. 1 to the October 2006 Form 10-QSB/A is being filed
      for the purpose of reflecting changes made as a result of the completion of
      the
      SAS No. 100 review by Firstgold’s independent accountants by amending certain
      portions of the Management's Discussion and Analysis or Plan of Operations
      and
      expanded disclosure appearing in Firstgold’s financial statements. This Form
      10-QSB/A includes restated financial statements due to an error in recording
      of
      derivative transactions. See “Restatement” section under Note 1 to the financial
      statements.





As
      required by Rule 12b-15 of the Securities Exchange Act of 1934, set forth in
      their entirety are Item 1 (Financial Statements), Item 2 (Management's
      Discussion and Analysis or Plan of Operation), and Item 6
      (Exhibits).





As
      part
      of this amendment, Firstgold is also filing new certifications from its chief
      executive officer and chief financial officer (Exhibits 31.1, 31.2, and
      32).





No
      attempt has been made in this Form 10-QSB/A to update other disclosures
      presented in the October 2006 Form 10-QSB. Consequently, except for the
      adjustments described above, this Amendment No. 1 to the October 2006 Form
      10-QSB/A does not reflect events occurring after December 20, 2006, the date
      of
      the original filing of Newgold’s October 2006 Form 10-QSB, or modify or update
      those disclosures that may have been affected by subsequent events. Accordingly,
      this Amendment No. 1 to the October 2006 Form 10-QSB/A should be read in
      conjunction with Newgold’s filings made with the SEC subsequent to the filing of
      the October 2006 Form 10-QSB.











**INDEX**


PagePART
                I - FINANCIAL INFORMATION
            4ITEM
                1.FINANCIAL
                STATEMENTS
            4ITEM
                2.MANAGEMENT’S
                DISCUSSION AND ANALYSIS OR PLAN OFOPERATIONS
            25ITEM
                3.CONTROLS
                AND PROCEDURES
            38PART
                II - OTHER INFORMATION
            40ITEM
                2. UNREGISTERED
                SALES OF EQUITY SECURITIESAND USE OF PROCEEDS
            40ITEM
                4. SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            41ITEM
                5. OTHER
                INFORMATION
            42ITEM
                6. EXHIBITS
            42











**PART
      I - FINANCIAL INFORMATION**








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








**FIRSTGOLD
      CORP.**


**INDEX
      TO UNAUDITED FINANCIAL STATEMENTS**





PageCondensed
                  Balance Sheet as of October 31, 2006 (Unaudited)
              5Condensed
                  Statements of Operationsfor
                  the three months and nine months
                ended
                  October 31, 2006 and 2005 (Unaudited)
              7Condensed
                  Statements of Cash Flows for the nine months
                ended
                  October 31, 2006 and 2005 (Unaudited)
              8Notes
                  to Unaudited Financial Statements
              12








4


**FIRSTGOLD
      CORP.**


**(AN
      EXPLORATION STAGE COMPANY)**


**BALANCE
      SHEET**


**October
      31, 2006**





**ASSETS**





**Current
                assets**Cash
            
            $
            918,138Deposit
            
            
            5,000Prepaid
                expense
            
            
            24,000Travel
                advance
            
            
            5,714Total
                current assets
            
            
            952,852**Property,
                plant and equipment,**net
                of accumulated depreciationof
                $10,054
            
            
            260,162**Other
                Assets**Restricted
                cash
            
            
            243,204Deferred
                reclamation costs
            
            
            641,026Total
                other assets
            
            
            884,230**Total
                assets**
            
            **$**
            **2,097,244**




**LIABILITIES
      AND SHAREHOLDERS' DEFICIT**





**Current
                liabilities**Accounts
                payable
            
            $
            706,594Accrued
                expenses
            
            
            1,346,440Accrued
                reclamation costs
            
            
            641,026Notes
                payable due to individuals and officers
            
            
            432,789Total
                current liabilities
            
            
            3,126,849**Long-term
                liabilities**Convertible
                debentures and related derivative liabilities,net
                of unamortized discount of $967,123 and deferredfinancing
                costs of $172,632
            
            
            1,964,718Deferred
                revenue
            
            
            800,000Total
                long-term liabilities
            
            
            2,764,718Total
                liabilities
            
            
            5,891,567




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


**FIRSTGOLD
      CORP.**


**(AN
      EXPLORATION STAGE COMPANY)**


**BALANCE
      SHEET**


**October
      31, 2006**











**Commitments
                and contingencies****Shareholders'
                deficit**Common
                stock, $0.001 par value250,000,000
                shares authorized74,744,240
                shares issued and outstanding
            
            
            74,744Additional
                paid in capital
            
            
            18,810,868Deficit
                accumulated during the exploration stage
            
            
            (22,679,935
            )Total
                shareholders' deficit
            
            
            (3,794,323
            )**Total
                liabilities and shareholders' deficit**
            
            **$**
            **2,097,244**








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


**FIRSTGOLD
      CORP.**


**(AN
      EXPLORATION STAGE COMPANY)**


**STATEMENTS
      OF OPERATIONS**


**For
      the Nine and Three Months Ended October 31, 2006 and 2005**


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








For
                the Nine Months Ended
            
            For
                the Three Months Ended
            
            For
                  the PeriodFrom January 1,October
                31,
            
            October
                31,
            
            1995
                to October2006
            
            2005
            
            2006
            
            2005
            
            31,
                2006**Net
                Sales**
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -**Exploration
                and maintenance costs**
            
            
            1,480,449
            
            
            159,521
            
            
            1,308,319
            
            
            19,821
            
            
            1,783,280**Gross
                loss**
            
            
            (1,480,449
            )
            
            (159,521
            )
            
            (1,308,319
            )
            
            (19,821
            )
            
            (1,783,280
            )**Operating
                expenses**
            
            
            (1,034,990
            )
            
            (504,798
            )
            
            (491,897
            )
            
            (120,227
            )
            
            (14,931,998
            )**Loss
                from operations**
            
            
            (2,515,439
            )
            
            (664,319
            )
            
            (1,800,216
            )
            
            (140,048
            )
            
            (16,715,278
            )**Other
                (expense)**Interest
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            72,687Dividend
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            30,188Other
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            6,565Adjustments
                to fair value of derivatives
            
            
            (525,871
            )
            
            
            
            
            135,952
            
            
            
            
            
            (563,290
            )Interest
                expense
            
            
            (394,092
            )
            
            (930,315
            )
            
            (162,600
            )
            
            (203,254
            )
            
            (2,803,129
            )Loss
                from joint venture
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (859,522
            )Litigation
                settlement
            
            
            (214,000
            )
            
            
            
            
            (214,000
            )
            
            
            
            
            (214,000
            )Loss
                on sale of marketable securities
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (281,063
            )Bad
                debt expense
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (40,374
            )Loss
                on disposal of plant, propertyand
                equipment
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (334,927
            )Loss
                on disposal of bond
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (21,000
            )Total
                other income (expense)
            
            
            (1,133,963
            )
            
            (930,315
            )
            
            (240,648
            )
            
            (203,254
            )
            
            (5,007,865
            )**Net
                loss**
            
            
            **($3,649,402**
            **)**
            
            **($1,594,634**
            **)**
            
            **($2,040,864**
            **)**
            
            **($343,202**
            **)**
            
            **($21,723,143**
            **)****Basic
                and diluted loss per share**
            
            
            **($0.05**
            **)**
            
            **($0.03**
            **)**
            
            **($0.03**
            **)**
            
            **($0.01**
            **)****Basic
                and diluted weighted-****average
                shares****Outstanding**
            
            
            **69,974,829**
            
            
            **54,542,821**
            
            
            **72,044,798**
            
            
            **63,104,072**




The
              accompanying notes are an integral part of these financial
              statements
 7




**FIRSTGOLD
                CORP.****(AN
                EXPLORATION STAGE COMPANY)****STATEMENTS
                OF CASH FLOWS****For
                the Nine Months Ended October 31, 2006 and
                2005****and
                for the Period from January 1, 1995 to October 31,
                2006**







For
                the Period
              From
                January 1,
              1995
                to October
              31,
                2006For
                the Nine Months Ended October 31,2006
            
            2005**Cash
                flows from operating activities**Net
                loss
            
            
            ($3,649,402
            )
            
            ($1,594,634
            )
            
            ($21,738,143
            )Adjustments
                to reconcile net loss to net cashused
                in operating activitiesAccretion
                of warrants issued as a debt discount
            
            
            2,609
            
            
            777,643
            
            
            1,276,872Accretion
                of beneficial conversion
            
            
            -
            
            
            71,645
            
            
            107,468Accretion
                of debt discount
            
            
            104,707
            
            
            -
            
            
            107,447Adjustments
                to fair value of derivatives
            
            
            525,871
            
            
            -
            
            
            563,290Loss
                from joint venture
            
            
            -
            
            
            -
            
            
            859,522Loss
                on sale of marketable securities
            
            
            -
            
            
            -
            
            
            281,063Depreciation
                and amortization
            
            
            33,839
            
            
            -
            
            
            157,996Loss
                on disposal of property, plant and equipment
            
            
            -
            
            
            -
            
            
            334,927Impairment
                in value of property, plant and equipment
            
            
            -
            
            
            -
            
            
            807,266Loss
                on disposal of bond
            
            
            -
            
            
            -
            
            
            21,000Impairment
                in value of Relief Canyon Mine
            
            
            -
            
            
            -
            
            
            3,311,672Impairment
                in value of joint investments
            
            
            -
            
            
            -
            
            
            490,000Bad
                debt
            
            
            -
            
            
            -
            
            
            40,374Assigned
                value of stock and warrants exchanged for services
            
            
            1,335,383
            
            
            15,690
            
            
            1,888,331




8


**FIRSTGOLD
                  CORP.****(AN
                  EXPLORATION STAGE COMPANY)****STATEMENTS
                  OF CASH FLOWS****For
                  the Nine Months Ended October 31, 2006 and
                  2005****and
                  for the Period from January 1, 1995 to October 31,
                  2006**


Assigned
                value of stock options issued for compensation
            
            
            25,489
            
            
            -
            
            
            25,489Gain
                on write off of note payable
            
            
            -
            
            
            -
            
            
            (7,000
            )Judgment
                loss accrued
            
            
            -
            
            
            -
            
            
            250,000(Increase)
                decrease inRestricted
                cash
            
            
            -
            
            
            -
            
            
            (243,204
            )Travel
                advance
            
            
            (4,392
            )
            
            (657
            )
            
            (1,714
            )Deposits
            
            
            (5,000
            )
            
            -
            
            
            (500
            )Deferred
                reclamation costs
            
            
            370,290
            
            
            -
            
            
            175,548Prepaid
                expenses
            
            
            (24,000
            )
            
            -
            
            
            (26,900
            )Reclamation
                bonds
            
            
            -
            
            
            -
            
            
            185,000Other
                assets
            
            
            -
            
            
            -
            
            
            (1,600
            )Increase
                (decrease) inAccounts
                payable
            
            
            (91,639
            )
            
            34,160
            
            
            425,634Accrued
                expenses
            
            
            (61,478
            )
            
            (455,142
            )
            
            1,902,096Net
                cash used by operating activities
            
            
            (1,437,723
            )
            
            (1,042,159
            )
            
            (8,808,066
            )**Cash
                flows from investing activities**Proceeds
                from sale of marketable securities
            
            
            -
            
            
            -
            
            
            34,124Investment
                in marketable securities
            
            
            -
            
            
            -
            
            
            (315,188
            )Advances
                from shareholder
            
            
            -
            
            
            -
            
            
            7,436Contribution
                from joint venture partner
            
            
            -
            
            
            -
            
            
            775,000Purchase
                of joint venture partner interest
            
            
            -
            
            
            -
            
            
            (900,000
            )




9


**FIRSTGOLD
                  CORP.****(AN
                  EXPLORATION STAGE COMPANY)****STATEMENTS
                  OF CASH FLOWS****For
                  the Nine Months Ended October 31, 2006 and
                  2005****and
                  for the Period from January 1, 1995 to October 31,
                  2006**


Capital
                expenditures
            
            
            (251,018
            )
            
            -
            
            
            (3,221,724
            )Proceeds
                from disposal of property, plant and equipment
            
            
            
            
            
            -
            
            
            278,783Investments
                in joint ventures
            
            
            -
            
            
            -
            
            
            (490,000
            )Note
                receivable
            
            
            -
            
            
            -
            
            
            (268,333
            )Repayment
                of note receivable
            
            
            -
            
            
            -
            
            
            268,333Net
                cash used by investing activities
            
            
            (251,018
            )
            
            -
            
            
            (3,831,569
            )**Cash
                flows from financing activities**Proceeds
                from the issuance of common stock
            
            
            100,000
            
            
            2,423,935
            
            
            7,659,253Proceeds
                from notes payable
            
            
            1,831,500
            
            
            5,000
            
            
            7,386,048Principal
                repayments of notes payable
            
            
            (24,845
            )
            
            (1,402,742
            )
            
            (2,062,551
            )Repayment
                of advances to affiliate
            
            
            -
            
            
            -
            
            
            (231,663
            )Deferred
                revenue
            
            
            -
            
            
            -
            
            
            800,000Net
                cash provided by financing activities
            
            
            1,906,655
            
            
            1,026,193
            
            
            13,551,087Net
                increase (decrease) in cash
            
            
            217,914
            
            
            (15,966
            )
            
            911,451**Cash,
                beginning of year**
            
            
            700,224
            
            
            16,730
            
            
            **6,687****Cash,
                end of year**
            
            **$**
            **918,138**
            
            **$**
            **764**
            
            **$**
            **918,138**





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





**FIRSTGOLD
                CORP.****(AN
                EXPLORATION STAGE COMPANY)****STATEMENTS
                OF CASH FLOWS****For
                the Nine Months Ended October 31, 2006 and
                2005****and
                for the Period from January 1, 1995 to October 31,
                2006**


**Supplemental
                cash flow information for the nine months ended October 31, 2006
                and 2005
                and January 1, 1995****through
                October 31, 2006 as follows:**For
                the PeriodFrom
                January 1,For
                the Nine Months Ended October 31,
            
            1995
                to October 31,2006
            
            2005
            
            2006Cash
                paid for interest
            
            $
            -
            
            $
            -
            
            $
            161,107Cash
                paid for income taxes
            
            $
            -
            
            $
            -
            
            $
            -Non
                Cash Investing and Financing Activities:Conversion
                of related party note payable to common
              stock,including
                interest payable of $446,193
            
            $
            -
            
            $
            -
            
            $
            1,848,935Conversion
                of convertible debenture to common stock,
              including
                interest payable of $30,948
            
            $
            1,173,406
            
            $
            -
            
            $
            1,173,406Issuance
                of warrants as financing costs in connection
              with
                convertible debt
            
            $
            173,114
            
            $
            -
            
            $
            173,114Issuance
                of common stock as payment for legal settlement
            
            $
            39,000
            
            $
            -
            
            $
            39,000














The
            accompanying notes are an integral part of these financial
            statements
 11


**FIRSTGOLD
      CORP.**


**(AN
      EXPLORATION STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**For
      the three Months Ended October 31, 2006**


**(Unaudited)**





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





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





The
      Company has embarked on a business strategy whereby it will invest in and/or
      manage gold mining and other mineral producing properties. Currently, the
      Company’s principal assets include various mineral leases associated with the
      Relief Canyon mine located near Lovelock, Nevada along with various items of
      mining equipment located at that site; a 22% interest in a joint venture
      covering two separate leasehold interests covering over 2700 acres in Lander
      County, Nevada; and a leasehold interest covering over 35,000 acres in Elko,
      County, Nevada. The Company’s business will be to acquire, explore and, if
      warranted, develop various mining properties located in the state of Nevada.
      The
      Company plans to carryout comprehensive exploration and development programs
      and
      when appropriate, begin mining activities on its properties. The Company may
      fund and conduct these activities itself, or it may outsource some of these
      activities through the use of various joint venture, royalty or partnership
      arrangements pursuant to which other companies would agree to finance, carryout
      the exploration and development programs, or perform mining operations on
      Firstgold’s mining properties. The Company’s current plan may or may not require
      the hiring of significant amounts of mining employees depending upon the level,
      if any, of the mining and exploration activities outsourced to other
      entities.





Restatement





The
      Company restated its previously filed financial statements due to error in
      recording of derivative transactions. The effect on its previously reported
      financial statements is as follows:





As
                Reported
            Adjustment
            As
                RestatedAssets
            2,097,244
            -
            2,097,244Liabilities
            6,158,384
            (266,817)
            5,891,567Shareholders’s
                Deficit
            (4,061,140)
            (266,817)
            (3,794,323)Net
                Loss
            (2,307,680)
            266,817
            (2,040,864)EPS
            (0.03)
            -
            (0.03)








12


**NOTE
      2 - GOING CONCERN**





These
      financial statements have been prepared on a going concern basis. During the
      years ended January 31, 2006 and 2005 and the period from January 1, 1995 to
      January 31, 2006, Firstgold incurred net losses of approximately $2,645,231,
      $1,278,140 and $18,088,740, respectively. In addition, Firstgold had a total
      shareholders’ deficit of $2,960,365 and was in the exploration stage since
      inception and through January 31, 2006. Information for the nine months ended
      October 31, 2006 includes a net loss of $3,649,402; negative cash flows from
      operations of $1,437,723; and accumulated shareholders’ deficit of $3,794,323.
      The Company's ability to continue as a going concern is dependent upon its
      ability to generate profitable operations in the future and/or to obtain the
      necessary financing to meet its obligations and repay its liabilities arising
      from normal business operations when they come due. The outcome of these matters
      cannot be predicted with any certainty at this time. Since inception, the
      Company has satisfied its capital needs by issuing equity securities,
      convertible debentures and issuing debt.





Management
      plans to continue to provide for its capital needs during the year ending
      January 31, 2007 by issuing equity securities or incurring additional debt
      financing, with the proceeds to be used to re-establish mining operations at
      Relief Canyon and commencing exploration activities at other mine sites as
      well
      as improve its working capital position. These financial statements do not
      include any adjustments to the amounts and classification of assets and
      liabilities that may be necessary should Firstgold be unable to continue as
      a
      going concern.





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





Basis
      of Presentation


These
      financial statements have been prepared in accordance with the rules and
      regulations of the Securities and Exchange Commission (“SEC”). Certain
      information and footnotes normally included in financial statements prepared
      in
      accordance with generally accepted accounting principles in the United States
      of
      America have been condensed or omitted pursuant to these rules and regulations.
      These consolidated financial statements should be read in conjunction with
      the
      consolidated financial statements and the notes thereto included in Firstgold’s
      Form 10-KSB, as filed with the SEC for the year ended January 31,
      2006.





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 development 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, Firstgold considers all highly liquid
      investments purchased with original maturities of three months or less to be
      cash equivalents.




Restricted
      Cash


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





13


Deferred
      Reclamation Costs


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





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





Risks
      Associated with Gold Mining


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





Comprehensive
      Income


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





Estimates


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





Loss
      Per Share


Firstgold
      utilizes SFAS No. 128, "Earnings per Share." Basic loss per share is computed
      by
      dividing loss available to common shareholders by the weighted-average number
      of
      common shares outstanding. Diluted loss per share is computed similar to basic
      loss per share except that the denominator is increased to include the number
      of
      additional common shares that would have




14


been
      outstanding if the potential common shares had been issued and if the additional
      common shares were dilutive. Common equivalent shares are excluded from the
      computation if their effect is anti-dilutive.





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




2006
              
              2005Warrants
              
              
              27,521,366
              
              
              13,374,583Options
              
              
              1,850,000
              
              
              -


Recent
      Accounting Pronouncements


In
      February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
      Financial Instruments”, which amends SFAS No. 133, “Accounting for Derivatives
      Instruments and Hedging Activities” and SFAS No. 140, “Accounting for Transfers
      and Servicing of Financial Assets and Extinguishment of Liabilities”. SFAS No.
      155 amends SFAS No. 133 to narrow the scope exception for interest-only and
      principal-only strips on debt instruments to include only such strips
      representing rights to receive a specified portion of the contractual interest
      or principle cash flows. SFAS No. 155 also amends SFAS No. 140 to allow
      qualifying special-purpose entities to hold a passive derivative financial
      instrument pertaining to beneficial interests that itself is a derivative
      instrument. The
      Company is currently evaluating the impact of this new Standard but believes
      that it will not have a material impact on the Company’s financial position,
      results of operations, or cash flows.




In
      March
      2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
      Assets” (“SFAS NO. 156”), which provides an approach to simplify efforts to
      obtain hedge-like (offset) accounting. This Statement amends FASB Statement
      No.
      140, “Accounting for Transfers and Servicing of Financial Assets and
      Extinguishments of Liabilities”, with respect to the accounting for separately
      recognized servicing assets and servicing liabilities. The Statement (1)
      requires an entity to recognize a servicing asset or servicing liability each
      time it undertakes an obligation to service a financial asset by entering into
      a
      servicing contract in certain situations; (2) requires that a separately
      recognized servicing asset or servicing liability be initially measured at
      fair
      value, if practicable; (3) permits an entity to choose either the amortization
      method or the fair value method for subsequent measurement for each class of
      separately recognized servicing assets or servicing liabilities; (4) permits
      at
      initial adoption a one-time reclassification of available-for-sale securities
      to
      trading securities by an entity with recognized servicing rights, provided
      the
      securities reclassified offset the entity’s exposure to changes in the fair
      value of the servicing assets or liabilities; and (5) requires separate
      presentation of servicing assets and servicing liabilities subsequently measured
      at fair value in the balance sheet and additional disclosures for all separately
      recognized servicing assets and servicing liabilities. SFAS No. 156 is effective
      for all separately recognized servicing assets and liabilities as of the
      beginning of an entity’s fiscal year that begins after September 15, 2006, with
      earlier adoption permitted in certain circumstances. The Statement also
      describes the manner in which it should be initially applied. The Company does
      not believe that SFAS No. 156 will have a material impact on its financial
      position, results of operations or cash flows.




In
      July 2006, the FASB released FASB Interpretation No. 48, “Accounting
      for Uncertainty in Income Taxes”, an interpretation of FASB Statement
      No. 109 (FIN 48). FIN 48 clarifies the accounting and reporting for
      uncertainties in income tax law. This interpretation prescribes a comprehensive
      model for the financial statement recognition, measurement, presentation and




15


disclosure
      of uncertain tax positions taken or expected to be taken in income tax returns.
      This statement is effective for fiscal years beginning after December 15,
      2006. The Company is currently in the process of evaluating the expected effect
      of FIN 48 on its results of operations and financial position.





In
      September 2006, the Financial Accounting Standards Board (FASB) issued Statement
      of Financial Accounting Issues No. 157, “Fair Value Measurements” (“SFAS 157”),
      which defines the fair value, establishes a framework for measuring fair value
      and expands disclosures about fair value measurements. This statement is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007, and interim periods within those fiscal years. Early adoption
      is encouraged, provided that the Company has not yet issued financial statements
      for that fiscal year, including any financial statements for an interim period
      within that fiscal year. The Company is currently evaluating the impact SFAS
      157
      may have on its financial condition or results of operations.




In
      September 2006, the FASB issued SFAS No. 158, “ Employer’s
      accounting for Defined Benefit Pension and Other Post Retirement
      Plans ”. 
      SFAS No. 158 requires employers to recognize in its statement of financial
      position an asset or liability based on the retirement plan’s over or under
      funded status.  SFAS No. 158 is effective for fiscal years ending after
      December 15, 2006. The Company is currently evaluating the effect that the
      application of SFAS No. 158 will have on its results of operations and financial
      condition.




In
      September 2006, the United States Securities and Exchange Commission (SEC)
      issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year
      Misstatements when Quantifying Misstatements in Current Year Financial
      Statements” (“SAB 108”). This SAB provides guidance on the consideration of the
      effects of prior year misstatements in quantifying current year misstatements
      for the purpose of a materiality assessment. SAB 108 establishes an approach
      that requires quantification of financial statement errors based on the effects
      on each of the company’s balance sheets, statements of operations and related
      financial statement disclosures. The SAB permits existing public companies
      to
      record the cumulative effect of initially applying this approach in the first
      year ending after November 15, 2006 by recording the necessary correcting
      adjustments to the carrying values of assets and liabilities as of the beginning
      of that year with the offsetting adjustment recorded to the opening balance
      of
      retained earnings. Additionally, the use of the cumulative effect transition
      method requires detailed disclosure of the nature and amount of each individual
      error being corrected through the cumulative adjustment and how and when it
      arose. The Company is currently evaluating the impact SAB 108 may have on its
      results of operations and financial condition.




In
      October 2006, the Emerging Issues Task Force (“EITF”) issued EITF 06-3, “How
      Taxes Collected from Customers and Remitted to Governmental Authorities Should
      Be Presented in the Income Statement (That is, Gross versus Net Presentation)”
to clarify diversity in practice on the presentation of different types of
      taxes
      in the financial statements. The Task Force concluded that, for taxes within
      the
      scope of the issue, a company may adopt a policy of presenting taxes either
      gross within revenue or net. That is, it may include charges to customers for
      taxes within revenues and the charge for the taxes from the taxing authority
      within cost of sales, or, alternatively, it may net the charge to the customer
      and the charge from the taxing authority. If taxes subject to EITF 06-3 are
      significant, a company is required to disclose its accounting policy for
      presenting taxes and the amounts of such taxes that are recognized on a gross
      basis. The guidance in this consensus is effective for the first interim
      reporting period beginning after December 15, 2006 (the first quarter of our
      fiscal year 2007). We do not expect the adoption of EITF 06-3 will have a
      material impact on our results of operations, financial position or cash
      flow.







16


**NOTE
      4 - PROPERTY AND EQUIPMENT**





Property
      and equipment at October 31, 2006 was recorded at $270,216 and consisted of
      $218,731 of drilling equipment purchased during the quarter ended October 31,
      2006, $32,286 of computer equipment and related software purchased during the
      quarter ended April 30, 2006 and $19,199 in additional monitoring wells that
      were installed at the Relief Canyon Mine during the year ended January 31,
      2006.





Firstgold
      had previously determined that the value of its fixed assets at the Relief
      Canyon Mine were permanently impaired and wrote off assets with a basis of
      $800,000. If Firstgold can reestablish mining operations at Relief Canyon it
      is
      possible that some of these assets could be utilized in such
      operations.




A
      summary
      of property and equipment was as follows:


Buildings
              
              Machinery
                &
                Equipment
              
              Development
                Costs
              
              Capitalized
                Interest
              
              TotalRelief
                  Canyon Mine
              $215,510
              
              $277,307
              
              $261,742
              
              $45,441
              
              $800,000
 
 
 **NOTE
        5 - NOTES PAYABLE TO RELATED PARTIES AND INDIVIDUALS**
 
 Unsecured
        notes payable to individuals and related parties consist of the following
        at
        October 31, 2006:
 Loans
                    from officers:Convertible
                    note payable
                
                $
                209,251The
                    note bears interest at 8% per year.In
                    October 2004, Firstgold consolidated the amounts owed to the
                    Chief
                    Executive Officer and the Chief Financial Officer referred to
                    in Note 9
                    (excluding accrued interest payable) into new convertible notes
                    payable
                    due September 30, 2005. The notes and any interest accrued on
                    the new
                    notes are convertible into common shares of Firstgold at a conversion
                    price of $0.15 per share. On October 31, 2005 the Chief Executive
                    Officer
                    converted his note payable and accrued interest payable on all
                    of his
                    notes payable into 12,326,231 common shares of Firstgold. In
                    connection
                    with the loans, warrants to purchase 5,798,140 and 1,395,007
                    shares of
                    common stock have been issued to the Chief Executive Officer
                    and the Chief
                    Financial Officer, respectively.Loan
                    from individual
                
                $
                176,500The
                    note bears interest at 8% per year.The
                    note is currently due. Firstgold is in default with respect to
                    this
                    loan.Other
                    non-interest bearing advances
                
                
                47,038Total
                    notes payable to individuals and related parties
                
                $
                432,789
 
 Firstgold
      recorded interest expense of $162,600 and $394,092 for the three months and
      nine
      months ended October 31, 2006 compared to interest expense of $203,254 and
      $930,315 for the three months and nine months ended October 31, 2005.





17


**NOTE
      6 - CONVERTIBLE DEBENTURES**





January
      27, 2006 Convertible Debenture


On
      January 27, 2006, Firstgold entered into a Securities Purchase Agreement (the
      “Purchase Agreement”) and other agreements in connection with the private
      placement of a convertible debenture, in the principal amount of $1,000,000
      and
      bearing interest at 8% per annum (the “Debenture”). The Debenture was funded
      $600,000 on January 27, 2006, $200,000 on March 2, 2006 and $200,000 on July
      18,
      2006. Of the $600,000 funded on January 27, 2006, $77,500 was paid for various
      loan fees and closing costs. Of the $200,000 funded on March 9, 2006, $20,000
      was paid for loan fees. Of the $200,000 funded on July 18, 2006, $20,000 was
      paid for loan fees. On
      June
      29, 2006 $500,000 of the Debenture dated January 27, 2006 was converted into
      1,904,037 shares of common stock and $100,000 of the Debenture dated March
      9,
      2006 was converted into 450,050 shares of common stock. On September 15, 2006
      1,523,229 shares of common stock were issued in conversion of the remaining
      $400,000 in principal of outstanding Secured Convertible Debentures. An
      additional 117,852 shares of common stock was issued in conversion of $30,948
      of
      accrued interest on the Secured Convertible Debentures.





September
      26, 2006 Convertible Debenture


On
      September 26, 2006, Firstgold entered into a Securities Purchase Agreement
      (the
“Purchase Agreement”) and other agreements, as
      amended on November 1, 2006, in
      connection with the private placement of convertible debentures, in the
      aggregate principal amount of $3,000,000 and bearing interest at 8% per annum
      (the “Debenture”). The Debentures were funded $1,000,000 on September 26, 2006,
      with additional fundings due as follows: $1,000,000 upon the filing of a resale
      registration statement with the SEC and $1,000,000 upon the registration
      statement being declared effective by the SEC. Of the $1,000,000 funded on
      September 26, 2006, $120,000 was paid for various loan fees and closing costs.
      The Debentures are due and payable three years after the issue date unless
      it is
      converted into shares of common stock or is repaid prior to its expiration
      date.
      The conversion rate is adjustable and at any conversion date, will be the lower
      of $0.4375 per share or 95% of the Market Conversion Price.




In
      conjunction with the Purchase Agreement, Firstgold entered into an Investor
      Registration Rights Agreement (the “Registration Rights Agreement”). The
      Registration Rights Agreement requires Firstgold to register at least 15,000,000
      shares of our Common Stock to cover the conversion of the Debenture (assuming
      conversion prices substantially below $0.4375) and 3,500,000 shares of our
      Common Stock issuable upon conversion of warrants (the “Warrants”) granted to
      the Debenture holder. Firstgold is required to keep this Registration Statement
      effective until the Debenture has been fully converted, repaid, or becomes
      due
      and the Warrants have been fully exercised or expire. Both the Debenture and
      the
      Warrants are currently convertible or exercisable, respectively.




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




18


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




October
      10, 2006 Convertible Debenture


On
      October 10, 2006, Firstgold issued convertible debentures in the aggregate
      principal amount of $650,000 and bearing interest of 8% per annum. The
      Debentures and accrued interest are convertible into shares of Firstgold commons
      stock at a conversion rate of $0.4735 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 with 426,767 warrants exercisable
      at
      $0.45 per share and 320,076 warrants exercisable at $0.60 per share. The
      warrants expire four years from the date of issuance. The warrants were issued
      as financing costs and total deferred financing cost of $173,114 was recorded
      in
      relation to this debt.





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







·
            The
                Company allocated the proceeds received between convertible debt
                and the
                detachable warrants based upon the relative fair market values on
                the date
                the proceeds were received.·
            Subsequent
                to the initial recording, the change in the fair value of the detachable
                warrants, determined under the Black-Scholes option pricing formula,
                and
                the change in the fair value of the embedded derivative in the conversion
                feature of the convertible debentures are recorded as adjustments
                to the
                liabilities at October 31, 2006.





·
            $(525,871)
                of expense relating to the change in the fair value of the Company's
                stock
                reflected in the change in the fair value of the warrants and derivatives
                (noted above) is included as other income (expense).·
            Accreted
                interest of $104,707 as of October 31,
                2006.





The
      following table summarizes the various components of the convertible notes
      as of
      October 31, 2006:





Derivative
                liabilities
            $
                1,624,979Convertible
                debenture
            1,650,000Unamortized
                discount
            (967,123)Deferred
                financing costs, net
            (343,138)Total
                convertible debtand
                financing costs
            $
                1,964,718






19


**NOTE
      7 - COMMITMENTS AND CONTINGENCIES**





Except
      for the advance royalty and rent payments noted below, Firstgold is not
      obligated under any capital leases or non-cancelable operating lease with
      initial or remaining lease terms in excess of one year as of October 31, 2006.
      However, minimum annual royalty payments are required to retain the lease rights
      to Firstgold’s properties.





Relief
      Canyon Mine


Firstgold
      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, Firstgold staked an additional
      402 claims. Subsequent to January 31, 1998, Firstgold 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 Firstgold.
      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 Firstgold, 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
      Firstgold.





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





Crescent
      Red Caps Joint Venture


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





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





The
      properties are subject to two leases which include approximately 135 unpatented
      mining claims and cover approximately 2700 acres. All gold, silver and other
      mineral production by Crescent Red Caps is subject to a 3% net smelter return
      (“NSR”) royalty payable to the lessors except for barite which is subject to a
      10% royalty on ore produced from claims covered by the




20


leases. ASDi
      LLC
      received notices on October 13, 2006 and November 3, 2006 that the leases
      pertaining to these properties were being terminated due to a breach of the
      lease caused by ASDi LLC’s contribution of the lease to the Crescent Red Caps
      joint venture of which we are a party. While ASDi LLC disputes the breach and
      the termination, the matter has not yet been resolved.




Litigation


On
      February 4, 2000, a complaint was filed against Firstgold by Sun G. Wong in
      the
      Superior Court of Sacramento County, California (Case No. 00AS00690). In the
      complaint, Mr. Wong claims that he was held liable as a guarantor of
      Firstgold in a claim brought by Don Christianson in a breach of contract
      action against Firstgold. On September 26, 2006, the parties signed a Settlement
      Agreement to resolve this lawsuit.  Pursuant
      to the Settlement Agreement, Firstgold paid Mr. Wong $125,000 and issued him
      100,000 shares of common stock on October 4, 2006. Firstgold must pay a final
      payment of $50,000 to Mr. Wong on or before January 3, 2007. An Acknowledgment
      of Satisfaction of Judgment will be filed by Mr. Wong immediately upon receipt
      of the final payment. Until the final payment is made, Mr. Wong has agreed
      to
      refrain from taking any action to enforce his judgment against
      Firstgold.




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





**NOTE
      8 - SHAREHOLDERS' DEFICIT**





Common
      Stock


In
      March
      2006, Firstgold issued 500,000 shares of common stock at a price of $0.20 per
      share to an investor for total proceeds of $100,000. Additionally, 500,000
      warrants to purchase common stock at a price of $0.40 per share were issued
      to
      the investor. The warrants expire three years from the date of
      issuance.





Warrants


Firstgold
      has issued common stock warrants to officers of Firstgold as part of certain
      financing transactions (see Note 5). Firstgold has also issued warrants as
      part
      of the issuance of a convertible debt transaction (see Note 6). Firstgold has
      also issued warrants as part of the issuance of common stock (see this Note
      8).





The
      fair
      market value of warrants issued during the nine months ended October 31, 2006
      in
      conjunction with the issuance of common stock was determined to be $603,743
      and
      was calculated under the Black-Scholes option pricing model with the following
      assumptions used:




Expected
                life
            3
                -
                4 yearsRisk
                free interest rate
            4.59%
                - 5.00%Volatility
            85.6%
                - 160.4%Expected
                dividend yield
            None




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





21


The
      following table presents warrant activity from January 31, 2006 through October
      31, 2006:




Number
                  of
                Shares
              
              Weighted-
                Average
                Exercise
                PriceOutstanding,
                  January 31, 2006
              
              
              20,774,583
              
              $
              0.25Granted
              
              
              6,746,783
              
              $
              0.50Outstanding,
                  October 31, 2006
              
              
              27,521,366
              
              $
              0.31Exercisable,
                  October 31, 2006
              
              
              21,521,366
              
              $
              0.31


Stock
      options


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





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





The
      Company adopted SFAS 123(R) using the modified prospective transition method
      as
      of and for the three and nine months ended October 31, 2006. 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 and nine months ended October 31,
      2006 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 $176,890 and $246,967 for the three and nine months ended
      October 31, 2006, and was recorded in the financial statements as operating
      expense.





For
      the
      nine months ended October 31, 2006 the Company’s calculations were made
      using the Black-Scholes option pricing model with the following weighted average
      assumptions: expected life, 36 months following the grant date; stock
      volatility, 86.3% to 155.6%; risk-free interest rates of 4.74% to 5.00%; and
      no
      dividends during the expected term. As stock-based compensation




22


expense
      recognized in the consolidated statement of operations pursuant to SFAS
      No. 123(R) is based on awards ultimately expected to vest, expense for
      grants beginning upon adoption of SFAS No. 123(R) on February 1, 2006
      will be reduced for estimated forfeitures. SFAS No. 123(R) requires
      forfeitures to be estimated at the time of grant and revised, if necessary,
      in
      subsequent periods if actual forfeitures differ from those estimates.
      Forfeitures are estimated based on historical experience.





A
        summary
        of the Company’s stock option activity is as follows:
  **Weighted
                  Ave.**
              
              **Aggregate****#
                  of Shares**
              
              **Exercise
                  Price**
              
              **Intrinsic
                  Value**Outstanding
                  as of January 31, 2006
              
              
              0
              
              $
              -Granted
              
              
              1,850,000
              
              $
              0.47
              
              $
              0Exercised
              
              
              0
              
              $
              0Cancelled
              
              
              0
              
              $
              0Outstanding
                  as of October 31, 2006
              
              
              1,850,000
              
              $
              0.47
              
              $
              0Exercisable
                  as of October 31, 2006
              
              
              650,000
              
              $
              0.48
              
              $
              0
   Additional
        information regarding options outstanding as of October 31, 2006 is as
        follows:
  **Options
                  outstanding**
              
              **Options
                  exercisable****Weighted
                  average**
              
              **Weighted**
              
              
              
              **Weighted****Range
                  of**
              
              
              
              **remaining**
              
              **average**
              
              
              
              **average****exe****rcise**
              
              **Number**
              
              **contractual**
              
              **exercise**
              
              **Number**
              
              **exercise****prices**
              
              **outstanding**
              
              **life
                  (years)**
              
              **price**
              
              **exercisable**
              
              **price**$0.16
                  — $  0.32
              
              
              200,000
              
              
              2.75
              
              $
              0.24
              
              
              50,000
              
              $
              0.24$0.50
              
              
              1,650,000
              
              
              2.75
              
              $
              0.50
              
              
              600,000
              
              $
              0.501,850,000
              
              
              2.75
              
              $
              0.47
              
              
              650,000
              
              $
              0.48
 
 The
      weighted-average grant-date fair value of options granted during the nine months
      ended October 31, 2006 was $0.48. At October 31, 2006 there was
      $253,406 of total unrecognized compensation costs related to non-vested stock
      options granted under the Plan, which will be recognized over a period not
      to
      exceed three years. At October 31, 2006, 3,150,000 shares were available
      for future grants under the Stock Option Plan.





**NOTE
      9 - RELATED PARTY TRANSACTIONS**





Loans
      from officers


During
      prior periods, the Chief Financial Officer and Secretary of Firstgold loaned
      Firstgold an aggregate of $209,251. As of October 31, 2006 the net principal
      balance owing to him was




23


$209,251
      and accrued interest payable was $35,386. See Note 5.





Joint
      venture with officer


On
      January 25, 2006, Firstgold entered into a joint venture with ASDi, LLC to
      develop two Nevada mining properties known as the Red Caps Project and Crescent
      Valley Project. The Red Caps consists of approximately 96 unpatented mining
      claims covering 1900 acres and the Crescent Valley consists of approximately
      39
      unpatented mining claims covering 750 acres. The Red Caps and Crescent Valley
      mining claims are currently owned by ASDi, LLC, which is owned and managed
      by A.
      Scott Dockter, Chairman and CEO of Firstgold. The joint venture will be operated
      through a newly formed Nevada limited liability company called Crescent Red
      Caps, LLC. The terms of the joint venture provide for ASDi to contribute the
      Red
      Caps and Crescent Valley mining claims to the LLC in exchange for Firstgold
      issuing 2.5 million shares of its Common Stock to ASDi. Additionally, 2,500,000
      warrants to purchase common stock at a price of $0.40 per share were issued
      to
      ASDi LLC. The warrants expire three years from the date of issuance. Firstgold
      will initially own a 22.22% interest in the LLC and ASDi will hold a 77.78%
      interest. By expending up to $1,350,000 on each project over the next three
      years, Firstgold can increase its interest in the LLC to 66.66%. Thereafter,
      Firstgold has the right to purchase the remaining interest in the LLC held
      by
      ASDi at a price to be determined by the results of the exploration work
      conducted. Firstgold will be the Manager of the LLC.





**NOTE
      10 - SUBSEQUENT EVENTS**





In
      December 2006 $1,000,000 was funded per the terms of the September 26, 2006
      Debenture referred to in Note 6. Of the $1,000,000 funded $91,000 was paid
      for
      various loan fees and closing costs. All of the original terms and conditions
      of
      the debenture and related documents remain unchanged.





In
      November 2006 the Chairman and Chief Executive Officer exercised 928,500
      warrants to purchase common stock. Firstgold received proceeds of $139,275
      from
      the exercise of these warrants.





On
      January 25, 2007, a complaint was filed against ASDI, LLC, the Crescent Red
      Caps
      Joint Venture, Firstgold Corp., Scott Dockter and other named defendants by
      the
      Lessors of the Crescent Valley and Red Caps mining properties. In the complaint
      the plaintiffs allege that ASDI, LLC wrongfully assigned its lessee rights
      in
      the Crescent Valley and Red Caps mining properties to the Crescent Red Caps
      Joint Venture (of which Firstgold is the Managing Member). The complaint seeks
      the immediate termination of the leasehold rights granted to ASDI, LLC and
      quiet
      title and damages. ASDI, LLC does not believe the lease assignments were
      wrongful or even required the Lessors’ consent. Consequently, ASDI, LLC plans to
      vigorously defend this action.








24


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





**Caution
      About Forward-Looking Statements**





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





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





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




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




·
            Current
                gold deposits under our control at the Relief Canyon Mine are estimated
                by
                us (based on past exploration by Firstgold and work done by
                others).




·
            Our
                proposed exploration of properties now include 146 unpatented mining
                claims contained in about 1000 acres of the Relief Canyon Property;
                96
                unpatented mining claims contained in about 1900 acres of the Red
                Caps
                Property; 39 unpatented mining claims contained in about 750 acres
                of the
                Crescent Valley Property; and 35,000 acres covered by the Antelope
                Peak
                leasehold interest.




·
            Our
                operating plan is to commence exploration work on all three mining
                properties beginning with the Relief Canyon mining property in early
                2007.
                We expect this exploration program to continue through the end of
                2007. We
                also expect to begin exploration work at the Red Caps and Crescent
                Valley
                properties in 2007. During 2007 we plan to resume mining operation
                at the
                Relief Canyon mine and we anticipate realizing production revenue
                from the
                Relief Canyon mine shortly thereafter. Through the sale of additional
                securities and / or the use of joint ventures, royalties, arrangements
                and
                partnerships, we intend to progressively enlarge the scope and scale
                of
                our exploration, mining and processing operations, thereby potentially
                increasing our chances of locating commercially viable ore deposits
                which
                could increase both our annual revenues and ultimately our net profits.
                Our objective is to achieve annual growth rates in revenue and net
                profits
                for the foreseeable future.




25




·
            We
                expect to make capital expenditures in calendar years 2007 and 2008
                of
                between $2.5 million and $4 million, including costs related to the
                exploration of the Relief Canyon mining property. We will have to
                raise
                additional outside capital to pay for these activities and the resumption
                of mine operations and production at the Relief Canyon mine.




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




**Results
      of Operation**





Firstgold
      Corp., a Delaware corporation (“we,” “us,” “our” or “Firstgold”) has a business
      strategy to 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 exploration,
      acquisition and development of gold-bearing properties in the continental United
      States. Currently, our principal assets include various mineral leases
      associated with the Relief Canyon Mine located near Lovelock, Nevada along
      with
      various items of mining equipment and improvements located at that site. We
      have
      also entered into (i) a joint venture to explore additional mining properties
      known as the Red Caps Project and Crescent Valley Project, both of which are
      located in Lander County, Nevada and (ii) a mineral lease to explore
      approximately 35,000 acres of property located in Elko County,
      Nevada.




Operating
      Results for the Fiscal Quarters Ended October 31, 2006 and 2005




Although
      we commenced efforts to re-establish our mining business early in fiscal year
      2004, no mining operations have commenced and no revenues have been recognized
      during the quarters ended October 31, 2006 and 2005, respectively. Firstgold
      hopes to be able to commence generating revenues from mining operations during
      the 2008 fiscal year. We have granted a 4% net smelting return royalty to a
      third party related to the Relief Canyon mining property which has been recorded
      as an $800,000 deferred option income.





During
      the quarter ended October 31, 2006 we spent $159,414 on reclamation and
      maintenance expenses related to the Relief Canyon mining property; $15,000
      in
      costs related to the Crescent Red Caps Joint Venture; and $1,133,905 in costs
      related to our Antelope Peak leasehold interest. Reclamation and maintenance
      expenses at Relief Canyon expended during the same quarter ended October 31,
      2005 were $19,821; there were no associated costs with the other properties
      during the period. These expenses relate primarily to maintenance and retention
      costs required to maintain our mining claims. We incurred operating expenses
      of
      $491,897 during the quarter ended October 31, 2006. Of this amount, $93,500
      reflects officer compensation and related payroll taxes during the quarter,
      $153,458 reflects outside directors compensation expense related to stock
      options issued, and $86,524 reflect fees for outside professional services.
      A
      large portion of the outside professional services reflects legal and accounting
      work pertaining to




26


our
      quarterly reporting on Form 10-QSB as well as our currently filed Form SB-2.
      During the quarter ended October 31, 2005 we incurred operating expenses of
      $120,227 of which $93,500 represented officer compensation and related payroll
      taxes and $15,000 reflected fees for outside professional services. It is
      anticipated that both mining costs and operating expenses will increase
      significantly as we resume our exploration program and mining
      operations.





We
      incurred interest expense of $162,600 during the quarter ended October 31,
      2006
      which compares to interest expenses of $203,254 incurred during the same quarter
      of 2005. The principal balance of loans outstanding during the third quarter
      of
      fiscal year 2007 increased by $1,625,155 compared to third quarter of fiscal
      year 2006, which was primarily the result of the Convertible Debentures with
      a
      total balance of $1,000,000 issued in September 2006 and $650,000 in October
      2006. The decrease in interest expense during the quarter ended October 31,
      2006
      was primarily due to the decrease in accretion of warrants issued in October
      2004 as a debt discount.




In
      conjunction with the Convertible Debenture issued in September 2006, we
      allocated the proceeds received between convertible debt and the detachable
      warrants based upon the relative fair market values on the date the proceeds
      were received. Subsequent to the initial recordings, the change in the fair
      value of the detachable warrants, determined under the Black-Scholes option
      pricing formula, and the change in the fair value of the embedded derivative
      in
      the conversion feature of the convertible debentures are recorded as adjustments
      to the liabilities as initially recorded. This resulted in $135,952 of income
      relating to the change in the fair value of the Company's stock reflected in
      the
      change in the fair value of the warrants and derivatives (noted above) and
      is
      included as other income (expense).





We
      incurred litigation settlement expense of $214,000 during the quarter ended
      October 31, 2006 and is included as other income (expense); there was no similar
      expense incurred during the same quarter of 2005.





Our
      total
      net loss for the quarter ended October 31, 2006 increased to $2,040,864 compared
      to a net loss of $343,202 incurred for the same quarter ended October 31, 2005.
      The higher net loss in the third quarter of fiscal 2007 reflects the income
      effect of the adjustment to fair value of derivatives, the costs associated
      with
      our new exploration programs at the Crescent Red Caps and Antelope Peak
      properties and the increase in operating expenses as we reactivate our mining
      activities and a continued lack of revenues recognized during the
      quarter.





Operating
      Results for the Nine Months Ended October 31, 2006 and 2005





During
      the nine months ended October 31, 2006 we spent $298,963 on reclamation and
      maintenance expenses related to the Relief Canyon mining property; $47,581
      in
      costs related to the Crescent Red Caps Joint Venture; and $1,133,905 in costs
      related to our Antelope Peak leasehold interest. Reclamation and maintenance
      expenses at Relief Canyon expended during the same period ended October 31,
      2005
      were $159,521; there were no associated costs with the other properties during
      the period. These expenses relate primarily to maintenance and retention costs
      required to maintain our mining claims. We incurred operating expenses of
      $1,019,990 during the nine months ended October 31, 2006. Of this amount,
      $280,500 reflects officer




27


compensation
      and related payroll taxes during the nine months, $221,478 reflects outside
      directors compensation expense related to stock options issued, and $274,385
      reflect fees for outside professional services. A large portion of the outside
      professional services reflects legal and accounting work pertaining to our
      annual and quarterly reporting on Form 10-KSB and Form 10-QSB as well as our
      recently filed Form SB-2 registration statements. During the nine months ended
      October 31, 2005 we incurred operating expenses of $504,798 of which $280,501
      represented officer compensation and related payroll taxes and $120,938
      reflected fees for outside professional services. It is anticipated that both
      mining costs and operating expenses will increase significantly as we resume
      our
      exploration program and mining operations.





We
      incurred interest expense of $394,092 during the nine months ended October
      31,
      2006 which compares to interest expenses of $930,315 incurred during the same
      nine months of 2005. The principal balance of loans outstanding during the
      first
      nine months of fiscal year 2007 increased by $1,625,155 compared to the same
      nine months of fiscal year 2006, which was primarily the result of the
      Convertible Debentures with a total balance of $1,650,000 issued in September
      2006 and October 2006. The decrease in additional interest expense during the
      nine months ended October 31, 2006 was primarily due to the decrease in
      accretion of warrants issued in October 2004 as a debt discount.




In
      conjunction with the Convertible Debenture issued in January 2006, March 2006,
      July 2006 and September 2006, we allocated the proceeds received between
      convertible debt and the detachable warrants based upon the relative fair market
      values on the date the proceeds were received. Subsequent to the initial
      recordings, the change in the fair value of the detachable warrants, determined
      under the Black-Scholes option pricing formula, and the change in the fair
      value
      of the embedded derivative in the conversion feature of the convertible
      debentures are recorded as adjustments to the liabilities as initially recorded.
      This resulted in $525,871 of expense relating to the change in the fair value
      of
      the Company's stock reflected in the change in the fair value of the warrants
      and derivatives (noted above) and is included as other income
      (expense).





We
      incurred litigation settlement expense of $214,000 during the nine months ended
      October 31, 2006 and is included as other income (expense); there was no similar
      expense incurred during the same period of 2005.





Our
      total
      net loss for the nine months ended October 31, 2006 increased to $3,649,402
      compared to a net loss of $1,594,634 incurred for the same nine months ended
      October 31, 2005. The higher net loss in the first nine months of fiscal 2007
      reflects the income effect of the adjustment to fair value of derivatives,
      the
      costs associated with our new exploration programs at the Crescent Red Caps
      and
      Antelope Peak properties, and the increase in operating expenses as we
      reactivate our mining activities at the Relief Canyon mining property and a
      continued lack of revenues recognized during the first nine months of fiscal
      2007.





28


**Liquidity
      and Capital Resources**





We
      have
      incurred significant operating losses since inception and during the nine months
      ended October 31, 2006 resulted in an accumulated deficit of $22,679,935 as
      of
      October 31, 2006. At October 31, 2006, we had cash and other current assets
      of
      $952,852 compared to $701,546 at January 31, 2006 and a net working capital
      deficit of $2,173,997. 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 October 31, 2006, we had outstanding debentures and
      notes payable in the gross principal amount of $2,082,789 (net balance of
      $2,397,508 after $(1,310,260) of note payable discount, deferred financing
      costs
      and unamortized warrant discount and $1,624,979 of derivative liabilities)
      which
      reflects an increase of $1,625,155 compared to notes payable in the gross
      principal amount of $457,634 as of October 31, 2005.





In
      January 2006 we made a cash deposit of $243,204 in a blocked account to cover
      future reclamation costs as required by the Nevada Department of Environmental
      Protection for the Relief Canyon Mine.





As
      of
      October 31, 2006, we were in default on a promissory note due to an unrelated
      party in the principal amount $176,500.





On
      January 25, 2006, Firstgold entered into a joint venture with ASDi, LLC to
      develop two Nevada mining properties known as the Red Caps Project (“Red Caps”)
      and Crescent Valley Project (“Crescent Valley”). Pursuant to the joint venture,
      Firstgold will initially own a 22.22% interest in the LLC and ASDi will hold
      a
      77.78% interest. By expending up to $1,350,000 on each project over the next
      three years, Firstgold can increase its interest in the LLC to 66.66%.
      Thereafter, Firstgold has the right to purchase the remaining interest in the
      LLC held by ASDi at a price to be determined by the results of the exploration
      work conducted.





On
      January 27, 2006, we entered into a Securities Purchase Agreement and a
      Convertible Debenture in the principal amount of $1,000,000 and bearing interest
      at 8% per annum. The Debenture was funded $600,000 on January 27, 2006 and
      we
      received an additional $200,000 on March 2, 2006 upon the filing of a resale
      registration statement with the SEC and a final $200,000 on July 18, 2006.
      On
      June 29, 2006 $500,000 of the Debenture dated January 27, 2006 was converted
      into 1,904,037 shares of Firstgold common stock and $100,000 of the Debenture
      dated March 9, 2006 was converted into 495,050 shares of Firstgold common stock.
      On September 15, 2006 1,523,229 shares of common stock were issued in conversion
      of the remaining $400,000 in principal of outstanding Secured Convertible
      Debentures. An additional 117,852 shares of common stock was issued in
      conversion of $30,948 of accrued interest on the Secured Convertible
      Debentures.





On
      September 26, 2006, we entered into a Securities Purchase Agreement and
      Convertible Debentures, as amended on November 1, 2006, in the aggregate
      principal amount of $3,000,000 and bearing interest at 8% per annum. The
      Debentures were issued $1,000,000 on September 26, 2006, $1,000,000 on December
      1, 2006 upon the filing of a resale registration statement with the SEC, and
      a
      final $1,000,000 Debenture is to be issued when the registration statement
      is
      declared effective by the SEC.





29


On
      October 10, 2006, we 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 commons stock at
      a
      conversion rate of $0.4735 per share.





By
      attempting to resume mining operations, we will require approximately $10
      million to $15 million in additional working capital above the amounts realized
      from the convertible debentures to bring the Relief Canyon Mine into full
      production. It is our intention to pursue several possible funding opportunities
      including the sale of additional securities, entering into joint venture
      arrangements, or the incurring of additional debt.





Due
      to
      our continuing losses from business operations, the independent auditor’s report
      dated April 26, 2006, 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 October 31, 2006, Firstgold’s principal commitments
      included its obligation to pay ongoing maintenance fees on its 146 unpatented
      mining claims and the funding arrangement pursuant to the joint venture with
      ASDi, LLC as well as its obligations pursuant to Antelope Peak mineral
      lease.





Our
      management believes that it will need to raise additional capital to continue
      to
      develop, promote and conduct our 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, we are dependent
      on continuous cash infusions from our major stockholders or other outside
      sources in order to fund our current operations. Prior to the transaction with
      Cornell Capital Partners, Firstgold’s president had paid a substantial portion
      of Firstgold’s expenses since restarting its business in February 2003. Although
      we believe that our creditors and investors will continue to fund Firstgold’s
      expenses based upon their significant debt or equity interest in Firstgold,
      there is no assurance that such investors will continue to fund our expenses.
      If
      adequate funds are not otherwise available, through public or private financing
      as well as borrowing from other sources, Firstgold would not be able to
      establish or sustain its mining operations.





Off-Balance
      Sheet Arrangements





During
      the fiscal quarter ended October 31, 2006, Firstgold did not engage in any
      off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation
      S-B.





**Factors
      Affecting Future Operating Results**





We
      are an
      exploration stage company and an investment in, or ownership position in our
      common stock is inherently risky. Some of these risks pertain to our business
      in
      general, and others are risks which would only affect our common stock. The
      price of our common stock could decline and/or remain adversely affected due
      to
      any of these risks and investors could lose all or part of an investment in
      our
      company as a result of any of these risks coming to pass. Readers of this Report
      should, in addition to considering these risks carefully, refer to the other
      information contained in this Report, including disclosures in our financial
      statements and all




30


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





We
      will
      need additional funds to finance our mining and exploration activities as well
      as fund our current operations. We currently have limited cash reserves and
      a
      working capital deficit of $2, 173,997 as
      of October
      31 ,
      2006.
      Consequently, our ability to meet our long-term obligations in the ordinary
      course of business is dependent upon our ability to raise additional financing
      through public or private equity financings, establish cash flow from
      operations, enter into joint ventures or other arrangements with corporate
      sources, or secure other sources of financing to fund operations.





Our
      independent certified public accountants qualified their opinion contained
      in
      our financial statements as of and for the years ended January 31, 1997, through
      January 31, 2006 to include an explanatory paragraph related to our ability
      to
      continue as a going concern, stating that " the Company has incurred a net
      loss
      of $2,645,231 and had negative cash flow from operations of $899,807. In
      addition, the Company had an accumulated deficit of $19,030,535 and a
      shareholders’ deficit of $2,960,365 at January 31, 2006.” These factors, among
      others, as discussed in “Note 2- Going Concern" to the financial statements for
      the quarter ended October
      31 ,
      2006,
      raise substantial doubt about our 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 a consequence of
      our
      negative cash flows from operations that we continually need additional cash.
      At
      any time, a serious deficiency in cash flows could occur and it is not always
      possible or convenient to raise additional capital. A problem in raising capital
      could result in temporary or permanent insolvency and consequently potential
      lawsuits by unpaid creditors and perhaps closure of the business. In any case,
      analysts and investors view unfavorably any report of independent auditors
      expressing substantial doubt about a company's ability to continue as a going
      concern.





The
      price
      of gold has experienced an increase in value over the past four years, generally
      reflecting among other things lower interest rates in the United States;
      worldwide instability due to terrorism; and a slow recovery from prior global
      economic slumps. Any significant drop in




31


the
      price
      of gold may have a materially adverse affect on the results of our operations
      unless we are able to offset such a price drop by substantially increased
      production which would result in lower profit margins.





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





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





Our
      mining property rights consist of 146 mill site and unpatented mining claims
      at
      the Relief Canyon Mine ,;approximately 135 unpatented mining claims covering
      approximately 2700 acres located along the Cortez/Battle Mountain trend that
      are
      part of the Crescent Red Caps Joint Venture; and 35,000 acres covered by the
      Antelope Peak mineral lease. The validity of unpatented mining claims is often
      uncertain and is always subject to contest. Unpatented mining claims are
      generally considered subject to greater title risk than patented mining claims,
      or real property interests that are owned in fee simple. If title to a
      particular property is successfully challenged, we may not be able to retain
      our
      royalty interests on that property, which could reduce our future revenues.





Mining
      is
      subject to extensive regulation by state and federal regulatory authorities.
      State and federal statutes regulate environmental quality, safety, exploration
      procedures, reclamation, employees’ health and safety, use of explosives, air
      quality standards, pollution of stream and fresh water sources, noxious odors,
      noise, dust, and other environmental protection controls as well as the rights
      of adjoining property owners. We believe that, we are currently operating in
      substantial compliance with all known safety and environmental standards and
      regulations applicable to our Nevada property. Currently, we are only permitted
      to carry on designated mining activities until the mining property is brought
      into full compliance with the requirements of the Nevada Department of
      Environmental Protection (“NDEP”). While current environmental work is ongoing,
      permitting our mining property for full exploration and mining activities is
      expected to take 4 to 12 months. However, there can be no assurance that permits
      will be




32


granted
      or that future changes in federal or Nevada laws, regulations or interpretations
      thereof will not have a material adverse affect on our ability to resume and
      sustain mining operations.





The
      business of gold mining is subject to certain types of risks, including
      environmental hazards, industrial accidents, and theft. Prior to suspending
      operations, we carried insurance against certain property damage loss (including
      business interruption) and comprehensive general liability insurance. Since
      resuming operations in February 2003, Firstgold has not carried insurance on
      any
      of its properties due to the current status of the mine and Firstgold’s current
      financial condition. While we intend to secure insurance consistent with
      industry practice, it is not possible to insure against all risks associated
      with the mining business, or prudent to assume that insurance will continue
      to
      be available at a reasonable cost. We have not obtained environmental liability
      insurance because such coverage is not considered by management to be cost
      effective. We currently carry no insurance on any of our properties due to
      the
      current status of our mining properties and our current financial
      condition.




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




We
      have
      acquired the exploration rights to two mining properties from ASDi LLC whose
      sole manager and majority member is A. Scott Dockter, President and CEO of
      Firstgold. Consequently, Mr. Dockter has a conflict of interest in this joint
      venture. Furthermore, ASDi LLC will initially hold a 77.78% interest in a newly
      formed Nevada LLC through which the joint venture will be operated. While
      Firstgold will be the sole manager of the Nevada LLC, Mr. Dockter will be
      able to control the joint venture activities through his position with the
      Manager (Firstgold) and through his ownership and control of the majority member
      (ASDi LLC). While Mr. Dockter will endeavor to always act in the best interest
      of Firstgold and its stockholders, stockholders will have only limited ability
      to influence or object to actions taken by the Nevada LLC in exploring,
      developing and capital spending on the joint venture properties. Furthermore,
      ASDi, LLC has recently received notices of termination by the lessors pertaining
      to both of the mining properties being explored by the joint venture. While
      ASDi
      LLC disputes these terminations, the exploration programs will be delayed until
      this matter is resolved.





As
      of
      October 31, 2006, Firstgold had approximately 74,744,240 shares of Common Stock
      outstanding and convertible debentures which are convertible into up to
      20,235,714 shares of our Common Stock. Additionally, warrants to purchase a
      total of 27,521,366 shares of our Common Stock and stock options to purchase
      a
      total of 1,850,000 shares of our Common Stock were outstanding as of October
      31,
      2006. Furthermore, up to an additional 10,000,000 shares of Common Stock could
      become issuable to the convertible debenture holders if a default were to




33


occur.
      The possibility that substantial amounts of our outstanding Common Stock may
      be
      sold by investors or the perception that such sales could occur, often called
      "equity overhang," could adversely affect the market price of our Common Stock
      and could impair our ability to raise additional capital through the sale of
      equity securities in the future





At
      the
      time of entering into the $3,000,000 Secured Convertible Debenture (“Convertible
      Debenture”) with Cornell Capital Partners, the Fixed Conversion Price was
      $0.4375 per share which would equal approximately 6,335,797 if the entire
      principal were converted into Firstgold Common Stock. This represents the
      minimum number of shares issuable upon the conversion of the Convertible
      Debenture. However, if the market price for Firstgold Common Stock should remain
      below $0.4375 per share, we would be required to issue substantially more shares
      of Common Stock upon the conversion of the Convertible Debenture. The issuance
      of significantly more shares at a lower conversion price would have a dilutive
      effect to our current stockholders.





**Critical
      Accounting Policies**





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





Exploration
      Stage Company





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





Valuation
      of long-lived assets





Long-lived
      assets, consisting primarily of property and equipment, patents and trademarks,
      and goodwill, comprise a significant portion of our total assets. Long-lived
      assets are reviewed for impairment whenever events or changes in circumstances
      indicate that their carrying values may not be recoverable. Recoverability
      of
      assets is measured by a comparison of the carrying value of an asset to the
      future net cash flows expected to be generated by those assets. The cash flow
      projections are based on historical experience, management’s view of growth
      rates within the industry, and the anticipated future economic environment.





34


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 strategyof
                its overall business, and





(c)
            significant
                negative industry or economic
                trends.





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





Deferred
      Reclamation Costs





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





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





Exploration
      Costs





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





Mine
      Development Costs





Mine
      development costs consist of all costs associated with bringing mines into
      production, to develop new ore bodies and to develop mine areas substantially
      in
      advance of current production. The decision to develop a mine is based on
      assessment of the commercial viability of




35


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 *.*




Recent
      Accounting Pronouncements





In
      February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
      Financial Instruments”, which amends SFAS No. 133, “Accounting for Derivatives
      Instruments and Hedging Activities” and SFAS No. 140, “Accounting for Transfers
      and Servicing of Financial Assets and Extinguishment of Liabilities”. SFAS No.
      155 amends SFAS No. 133 to narrow the scope exception for interest-only and
      principal-only strips on debt instruments to include only such strips
      representing rights to receive a specified portion of the contractual interest
      or principle cash flows. SFAS No. 155 also amends SFAS No. 140 to allow
      qualifying special-purpose entities to hold a passive derivative financial
      instrument pertaining to beneficial interests that itself is a derivative
      instrument. Firstgold is currently evaluating the impact of this new Standard
      but believes that it will not have a material impact on Firstgold’s financial
      position, results of operations, or cash flows.





36


In
      March
      2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
      Assets” which provides an approach to simplify efforts to obtain hedge-like
      (offset) accounting. This Statement amends FASB Statement No. 140, “Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities”, with respect to the accounting for separately recognized servicing
      assets and servicing liabilities. The Statement (1) requires an entity to
      recognize a servicing asset or servicing liability each time it undertakes
      an
      obligation to service a financial asset by entering into a servicing contract
      in
      certain situations; (2) requires that a separately recognized servicing asset
      or
      servicing liability be initially measured at fair value, if practicable; (3)
      permits an entity to choose either the amortization method or the fair value
      method for subsequent measurement for each class of separately recognized
      servicing assets or servicing liabilities; (4) permits at initial adoption
      a
      one-time reclassification of available-for-sale securities to trading securities
      by an entity with recognized servicing rights, provided the securities
      reclassified offset the entity’s exposure to changes in the fair value of the
      servicing assets or liabilities; and (5) requires separate presentation of
      servicing assets and servicing liabilities subsequently measured at fair value
      in the balance sheet and additional disclosures for all separately recognized
      servicing assets and servicing liabilities. SFAS No. 156 is effective for all
      separately recognized servicing assets and liabilities as of the beginning
      of an
      entity’s fiscal year that begins after September 15, 2006, with earlier adoption
      permitted in certain circumstances. The Statement also describes the manner
      in
      which it should be initially applied. Firstgold does not believe that SFAS
      No.
      156 will have a material impact on its financial position, results of operations
      or cash flows.




In
      July 2006, the FASB released FASB Interpretation No. 48, “Accounting
      for Uncertainty in Income Taxes”, an interpretation of FASB Statement
      No. 109 (FIN 48). FIN 48 clarifies the accounting and reporting for
      uncertainties in income tax law. This interpretation prescribes a comprehensive
      model for the financial statement recognition, measurement, presentation and
      disclosure of uncertain tax positions taken or expected to be taken in income
      tax returns. This statement is effective for fiscal years beginning after
      December 15, 2006. The Company is currently in the process of evaluating
      the expected effect of FIN 48 on its results of operations and financial
      position.




In
      September 2006, the Financial Accounting Standards Board (FASB) issued Statement
      of Financial Accounting Issues No. 157, “Fair Value Measurements” (“SFAS 157”),
      which defines the fair value, establishes a framework for measuring fair value
      and expands disclosures about fair value measurements. This statement is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007, and interim periods within those fiscal years. Early adoption
      is encouraged, provided that the Company has not yet issued financial statements
      for that fiscal year, including any financial statements for an interim period
      within that fiscal year. The Company is currently evaluating the impact SFAS
      157
      may have on its financial condition or results of operations.




In
      September 2006, the FASB issued SFAS No. 158, “ Employer’s
      accounting for Defined Benefit Pension and Other Post Retirement
      Plans ”. 
      SFAS No. 158 requires employers to recognize in its statement of financial
      position an asset or liability based on the retirement plan’s over or under
      funded status.  SFAS No. 158 is effective for fiscal years ending after




37


December 15,
      2006. The Company is currently evaluating the effect that the application of
      SFAS No. 158 will have on its results of operations and financial
      condition.




In
      September 2006, the United States Securities and Exchange Commission (SEC)
      issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year
      Misstatements when Quantifying Misstatements in Current Year Financial
      Statements” (“SAB 108”). This SAB provides guidance on the consideration of the
      effects of prior year misstatements in quantifying current year misstatements
      for the purpose of a materiality assessment. SAB 108 establishes an approach
      that requires quantification of financial statement errors based on the effects
      on each of the company’s balance sheets, statements of operations and related
      financial statement disclosures. The SAB permits existing public companies
      to
      record the cumulative effect of initially applying this approach in the first
      year ending after November 15, 2006 by recording the necessary correcting
      adjustments to the carrying values of assets and liabilities as of the beginning
      of that year with the offsetting adjustment recorded to the opening balance
      of
      retained earnings. Additionally, the use of the cumulative effect transition
      method requires detailed disclosure of the nature and amount of each individual
      error being corrected through the cumulative adjustment and how and when it
      arose. The Company is currently evaluating the impact SAB 108 may have on its
      results of operations and financial condition.




In
      October 2006, the Emerging Issues Task Force (“EITF”) issued EITF 06-3, “How
      Taxes Collected from Customers and Remitted to Governmental Authorities Should
      Be Presented in the Income Statement (That is, Gross versus Net Presentation)”
to clarify diversity in practice on the presentation of different types of
      taxes
      in the financial statements. The Task Force concluded that, for taxes within
      the
      scope of the issue, a company may adopt a policy of presenting taxes either
      gross within revenue or net. That is, it may include charges to customers for
      taxes within revenues and the charge for the taxes from the taxing authority
      within cost of sales, or, alternatively, it may net the charge to the customer
      and the charge from the taxing authority. If taxes subject to EITF 06-3 are
      significant, a company is required to disclose its accounting policy for
      presenting taxes and the amounts of such taxes that are recognized on a gross
      basis. The guidance in this consensus is effective for the first interim
      reporting period beginning after December 15, 2006 (the first quarter of our
      fiscal year 2007). We do not expect the adoption of EITF 06-3 will have a
      material impact on our results of operations, financial position or cash
      flow.




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





Disclosure
      Controls and Procedures.





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




38


Changes
      in Internal Control Over Financial Reporting.





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





39





**PART
      II - OTHER INFORMATION**





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





**Sales
      of Unregistered Securities During the Quarter**





During
      the quarter ended October 31, 2006, Firstgold issued the following securities
      which were deemed exempt from registration under the Securities Act of 1933
      (“1933 Act”).





On
      October 10, 2006, Firstgold issued convertible debentures in the aggregate
      principal amount of $650,000 and bearing interest of 8% per annum. The
      Debentures and accrued interest are convertible into shares of Firstgold commons
      stock at a conversion rate of $0.4735 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 with 426,767 warrants exercisable
      at
      $0.45 per share and 320,076 warrants exercisable at $0.60 per share. The
      warrants expire four years from the date of issuance. The shares were offered
      and sold exclusively to individuals residing or entities formed outside the
      United States and are not deemed to be “U.S. persons” as that term is defined
      under Regulation S.  Each investor represented that it is purchasing such
      shares for its own account.  Both the offer and the sale of the Firstgold
      shares were made outside the United States and are deemed to be “offshore
      transactions” as that term is defined under Regulation S.  The share
      certificates contain a legend indicating that such shares can only be
      transferred in compliance with the provisions of Regulation S.  In light of
      the foregoing, such sales were deemed exempt from registration pursuant to
      Regulation S of the 1933 Act.  The shares are deemed to be “restricted
      securities” as defined in Rule 144 under the 1933 Act.





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





On
      October 24, 2006 a finder’s fee of 2,000,000 common shares and 2,000,000
      warrants to purchase common shares at a price of $0.50 per common share were
      issued to an unrelated third party for their work associated with the Antelope
      Peak mineral lease.





On
      October 4, 2006 Firstgold issued 100,000 shares of restricted common stock
      to
      one person in partial settlement of an existing litigation matter.





40


On
      September 26, 2006, Firstgold entered into a Securities Purchase Agreement
      (the
“Purchase Agreement”) and a Registration Rights Agreement (the “Registration
      Rights Agreement”), as amended on November 1, 2006, in connection with a private
      placement of convertible debentures, in the aggregate principal amount of
      $3,000,000 and bearing interest of 8% per annum (the “Debentures”). The
      Debentures will be funded $1,000,000 on September 26, 2006, $1,000,000 upon
      filing of this resale registration statement with the Securities and Exchange
      Commission and $1,000,000 upon this registration statement being declared
      effective. 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, pursuant to the Purchase
      Agreement, the investor was issued warrants (the “Warrants”) to purchase an
      aggregate of 3,500,000 shares of Firstgold common stock with 2,000,000 warrants
      exercisable at $0.45 per share and 1,500,000 warrants exercisable at $0.60
      per
      share. The Warrants have a term of four years and are immediately exercisable.





On
      September 15, 2006, Firstgold issued 1,523,229 shares of restricted common
      stock
      in conversion of the remaining $400,000 in principal of outstanding Secured
      Convertible Debentures held by Cornwell Capital Partners. An additional 117,852
      shares of restricted common stock was issued in conversion of $30,948 of accrued
      interest on the Secured Convertible Debentures.





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





**ITEM.
                4**
            **SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY
                HOLDERS**





We
      held
      our Annual Meeting of Stockholders on October 20, 2006. However, due to the
      lack
      of a quorum, the Annual Meeting was adjourned to November 17, 2006. At the
      reconvened Annual Meeting of Stockholders, 72,644,240 shares of common stock
      were entitled to vote at such meeting, of which there were present in person
      or
      by proxy 52,961,529 shares of common stock. At the reconvened Annual Meeting,
      the holders of our common stock elected the following nominees to our Board
      of
      Directors: A. Scott Dockter, James W. Kluber, Terrence Lynch and Stephen
      Akerfeldt. All of the Directors nominated were duly elected by a vote of
      51,987,735 shares voting for the nominees, 960,959 shares voting against the
      nominees and 75,000 shares abstaining.





Our
      stockholders approved the proposal to approve the terms of our 2006 Stock Option
      Plan with 32,807,342 votes cast for and 2,348,865 votes against, with 152,808
      votes abstaining and broker non-votes.





Our
      stockholders also approved amending our Certificate of Incorporation to change
      our name to Firstgold Corp. with 52,887,525 votes cast for and 133,548 votes
      against with 2,621 votes abstaining.




41




**ITEM
                5.**
            **OTHER
                INFORMATION**





Effective
      December 1, 2006, the Company amended its Certificate of Incorporation to change
      its name from Newgold, Inc. to Firstgold Corp.





As
      a
      result of this name change the Company was issued a new CUSIP number and,
      effective December 8, 2006, the Company’s trading symbol on the OTCBB was
      changed from “NGLD” to “FGOC”.





On
      December 16, 2006, we received notification from our current independent
      registered public accountants, Singer Lewak Greenbaum & Goldstein LLP
      (“SLGG”), Certified Public Accountants, that SLGG was resigning as the Company’s
      independent public accountants. There were no disagreements with SLGG on any
      matter of accounting principle or practice, financial statement disclosure
      or
      auditing scope or procedure.





On
      January 5, 2007, Firstgold’s Audit Committee took action to recommend the
      accounting firm of Hunter Flemmer Renfro & Whitaker LLP (“HFRW”) as the
      Company’s new independent accountants. HFRW accepted the engagement on January
      16, 2007. HFRW’s address is 455 Capitol Mall, Suite 235, Sacramento, CA
      95814.





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





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





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





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











42


SIGNATURES





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





Dated:
                  January 30, 2007
              FIRSTGOLD
                  CORP.
                
                
                
                /s/
                  A. SCOTT
                  DOCKTER
                A.
                  Scott Dockter, President and Chief ExecutiveOfficer
                
                
                
                /s/
                  JAMES
                  KLUBER
                James
                  Kluber, Principal Accounting Officer and
                Chief
                  Financial Officer





43