UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC  20549




FORM
      10-QSB





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


SECURITIES
      EXCHANGE ACT OF 1934


FOR
      THE
      QUARTERLY PERIOD ENDED OCTOBER 31, 2007




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


EXCHANGE
      ACT FOR THE TRANSITION PERIOD FROM


_______________
      to _______________





Commission
        File Number 0-20722





FIRSTGOLD
      CORP.


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








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





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




YES X  NO
      ___





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




YES ___ NO X_




Common
      stock, $0.001 par value, 116,560,650 issued and outstanding as of November
      30,
      2007.





Transitional
      Small Business Disclosure
      Format:                                                                                                
YES ___ NO X








INDEX







PagePART
              I - FINANCIAL
              INFORMATION
            3ITEM
              1. FINANCIAL
              STATEMENTS
            3ITEM
              2. MANAGEMENT’S
              DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
            21ITEM
              3. CONTROLS AND
              PROCEDURES
            31PART
                II - OTHER INFORMATION
            32ITEM
              1. LEGAL
              PROCEEDINGS
            32ITEM
              2. UNREGISTERED
              SALES OF EQUITY SECURITIES
            32ITEM
              4. SUBMISSION OF
              MATTERS TO A VOTE OF SECURITY HOLDERS
            33ITEM
              5. OTHER
              INFORMATION
            33ITEM
              6. EXHIBITS
            34



















































2


PART
      I - FINANCIAL INFORMATION




ITEM
      1. FINANCIAL
      STATEMENTS






FIRSTGOLD
      CORP.


INDEX
      TO UNAUDITED FINANCIAL STATEMENTS











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



































3


FIRSTGOLD
      CORP.


(AN
      EXPLORATION STAGE COMPANY)


BALANCE
      SHEET





October
                31,
            
            
            January
                31,2007
            
            
            2007(unaudited)ASSETSCurrent
                assets:Cash
            
            $
            4,780,674
            
            
            $
            150,647Receivables
            
            
            32,090
            
            
            
            114,737Deposits
            
            
            570,740
            
            
            
            7,368Prepaid
                expense
            
            
            163,247
            
            
            
            140,000Total
                current assets
            
            
            5,546,751
            
            
            
            412,752Property,
                plant and
                equipment, net of accumulated depreciation
                of    $131,239 and $20,850 at October 31, and January
                31, 2007, respectively
            
            
            2,836,953
            
            
            
            928,029Other
                AssetsRestricted
                cash
            
            
            714,150
            
            
            
            250,981Deferred
                reclamation costs
            
            
            680,326
            
            
            
            641,026Total
                other assets
            
            
            1,394,476
            
            
            
            892,007Total
                assets
            
            $
            9,778,180
            
            
            $
            2,232,788


LIABILITIES
        AND SHAREHOLDERS' DEFICIT




Current
                liabilitiesAccounts
                payable
            
            $
            205,831
            
            
            $
            598,788Accrued
                expenses
            
            
            1,058,347
            
            
            
            1,198,174Notes
                payable
            
            
            167,163
            
            
            
            130,249Total
                current liabilities
            
            
            1,431,341
            
            
            
            1,927,211Long-term
                liabilitiesConvertible
                debenture and related derivative liabilitiesnet
                of unamortized discount of $0 and $402,135 and deferredfinancing
                costs of $159,389 and $1,382,642 at October 31, andJanuary
                31, 2007, respectively
            
            
            490,612
            
            
            
            3,110,344Accrued
                reclamation costs
            
            
            680,326
            
            
            
            641,026Deferred
                revenue
            
            
            800,000
            
            
            
            800,000Total
                long-term liabilities
            
            
            1,970,938
            
            
            
            4,551,370Total
                liabilities
            
            
            3,402,279
            
            
            
            6,478,581




4


FIRSTGOLD
      CORP.


(AN
      EXPLORATION STAGE COMPANY)


BALANCE
      SHEET








October
                31,
            
            
            January
                31,2007
            
            
            2007Commitments
                and contingenciesShareholders'
                surplus (deficit)Common
                stock, $0.001 par value250,000,000
                shares authorized at October 31, and January 31, 2007,
                respectively114,601,310
                and 68,104,072 shares issued and outstanding atOctober
                31, and January 31, 2007, respectively
            
            
            114,601
            
            
            
            77,839Additional
                paid in capital
            
            
            35,833,164
            
            
            
            19,434,973Deficit
                accumulated during the exploration stage
            
            
            (29,571,864
            )
            
            
            (23,758,605
            )Total
                shareholders' surplus (deficit)
            
            
            6,375,901
            
            
            
            (4,245,793
            )Total
                liabilities and shareholders' deficit
            
            $
            9,778,180
            
            
            $
            2,232,788


































5


FIRSTGOLD
      CORP.


(AN
      EXPLORATION STAGE COMPANY)


STATEMENTS
      OF OPERATIONS


For
      the Nine and Three Months Ended October 31, 2007 and 2006


and
      for the Period from January 1, 1995 to October 31, 2007





For
                the PeriodFor
                the Nine Months Ended
            
            
            For
                the Three Months Ended
            
            
            From
                January 1,October
                31,
            
            
            October
                31,
            
            
            1995
                to October2007
            
            
            2006
            
            
            2007
            
            
            2006
            
            
            31,
                2007Net
                Sales
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Exploration
                and maintenance costs
            
            
            870,828
            
            
            
            1,480,449
            
            
            
            505,037
            
            
            
            1,308,319
            
            
            
            2,863,180Gross
                loss
            
            
            (970,828
            )
            
            
            (1,480,449
            )
            
            
            (505,037
            )
            
            
            (1,308,319
            )
            
            
            (2,863,180
            )Operating
                expenses
            
            
            (3,933,654
            )
            
            
            (1,034,990
            )
            
            
            (1,664,954
            )
            
            
            (491,897
            )
            
            
            (19,744,380
            )Loss
                from operations
            
            
            (4,904,482
            )
            
            
            (2,515,439
            )
            
            
            (2,169,991
            )
            
            
            (1,800,216
            )
            
            
            (22,607,560
            )Other
                (expense)Interest
                income
            
            
            172,310
            
            
            
            
            
            
            
            89,004
            
            
            
            
            
            
            
            259,062Dividend
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            30,188Gain
                on settlement of obligations
            
            
            455,533
            
            
            
            
            
            
            
            454,653
            
            
            
            
            
            
            
            455,533Other
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            6,565Adjustments
                to fair value of derivatives
            
            
            (703,992
            )
            
            
            (525,871
            )
            
            
            -
            
            
            
            135,952
            
            
            
            (1,357,903
            )Interest
                expense
            
            
            (831,319
            )
            
            
            (394,092
            )
            
            
            (307,780
            )
            
            
            (162,600
            )
            
            
            (3,837,331
            )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)
            
            
            (907,468
            )
            
            
            (1,133,963
            )
            
            
            235,877
            
            
            
            (240,648
            )
            
            
            (5,963,003
            )Net
                loss
            
            $
            (5,811,950
            )
            
            $
            (3,649,402
            )
            
            $
            (1,934,114
            )
            
            $
            (2,040,864
            )
            
            $
            (28,570,566
            )Basic
                and diluted loss per share
            
            $
            (0.06
            )
            
            $
            (0.05
            )
            
            $
            (0.02
            )
            
            $
            (0.03
            )Basic
                and diluted weighted-average
                sharesoutstanding
            
            
            94,725,487
            
            
            
            69,974,829
            
            
            
            109,455,871
            
            
            
            72,044,798





6


FIRSTGOLD
      CORP.


(AN
      EXPLORATION STAGE COMPANY)


STATEMENTS
      OF CASH FLOWS


For
      the Nine Months
      Ended October 31, 2007 and 2006


and
      for the Period from
      January 1, 1995 to October 31, 2007






For
                the Period
              From
                January 1,
              1995
                to October
              31,
                2007For
                the Nine Months Ended October
                31,2007
            
            
            2006Cash
                flows from operating activitiesNet
                loss
            
            $
            (5,811,950
            )
            
            $
            (3,649,402
            )
            
            $
            (28,628,760
            )Adjustments
                to reconcile net loss to net cashused
                in operating activitiesAccretion
                of warrants issued as a debt discount
            
            
            32,370
            
            
            
            2,609
            
            
            
            1,320,145Accretion
                of beneficial conversion
            
            
            -
            
            
            
            -
            
            
            
            107,468Accretion
                of debt discount
            
            
            279,437
            
            
            
            104,707
            
            
            
            531,109Adjustments
                to  fair value of derivatives
            
            
            703,992
            
            
            
            525,871
            
            
            
            1,357,904Loss
                from joint venture
            
            
            -
            
            
            
            -
            
            
            
            859,522Loss
                on sale of marketable securities
            
            
            -
            
            
            
            -
            
            
            
            281,063Depreciation
                and amortization
            
            
            509,733
            
            
            
            33,839
            
            
            
            698,618Loss
                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
            
            
            -
            
            
            
            -
            
            
            
            40,374








7


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


Assigned
                value of stock and warrants exchanged for services
            
            
            358,062
            
            
            
            68,020
            
            
            
            2,298,083Assigned
                value of stock options issued for compensation
            
            
            83,015
            
            
            
            25,489
            
            
            
            132,726Gain
                on write off of note payable
            
            
            -
            
            
            
            -
            
            
            
            (7,000
            )Judgment
                loss accrued
            
            
            -
            
            
            
            -
            
            
            
            250,000(Increase)
                decrease inRestricted
                cash
            
            
            (463,169
            )
            
            
            -
            
            
            
            (714,150
            )Receivables
            
            
            82,647
            
            
            
            (4,392
            )
            
            
            (28,090
            )Deposits
            
            
            (563,372
            )
            
            
            (5,000
            )
            
            
            (566,240
            )Deferred
                reclamation costs
            
            
            -
            
            
            
            370,290
            
            
            
            175,548Prepaid
                expenses
            
            
            (35,997
            )
            
            
            (24,000
            )
            
            
            (178,897
            )Reclamation
                bonds
            
            
            -
            
            
            
            -
            
            
            
            185,000Other
                assets
            
            
            -
            
            
            
            -
            
            
            
            (1,600
            )Increase
                (decrease) inAccounts
                payable
            
            
            (392,957
            )
            
            
            (91,639
            )
            
            
            (75,129
            )Accrued
                expenses
            
            
            (139,827
            )
            
            
            (61,478
            )
            
            
            1,614,003Net
                cash used by operating activities
            
            
            (5,358,016
            )
            
            
            (1,437,723
            )
            
            
            (15,383,410
            )Cash
                flows from investing activitiesProceeds
                from sale of marketable securities
            
            
            -
            
            
            
            -
            
            
            
            34,124Investment
                in marketable securities
            
            
            -
            
            
            
            -
            
            
            
            (315,188
            )Advances
                from shareholder
            
            
            -
            
            
            
            -
            
            
            
            7,436Contribution
                from joint venture partner
            
            
            -
            
            
            
            -
            
            
            
            775,000




8


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




Purchase
                of joint venture partner interest
            
            
            -
            
            
            
            -
            
            
            
            (900,000
            )Capital
                expenditures
            
            
            (2,019,313
            )
            
            
            (251,018
            )
            
            
            (5,919,700
            )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
            
            
            (2,019,313
            )
            
            
            (251,018
            )
            
            
            (6,529,545
            )Cash
                flows from financing activitiesProceeds
                from the issuance of common stock
            
            
            11,010,441
            
            
            
            100,000
            
            
            
            19,220,982Proceeds
                from notes payable
            
            
            1,010,000
            
            
            
            1,831,500
            
            
            
            9,406,048Principal
                repayments of notes payable
            
            
            (13,085
            )
            
            
            (24,845
            )
            
            
            (2,508,425
            )Repayment
                of advances to affiliate
            
            
            -
            
            
            
            -
            
            
            
            (231,663
            )Deferred
                revenue
            
            
            -
            
            
            
            -
            
            
            
            800,000Net
                cash provided by financing activities
            
            
            12,007,356
            
            
            
            1,906,655
            
            
            
            26,686,942Net
                increase in cash
            
            
            4,630,027
            
            
            
            217,914
            
            
            
            4,773,987Cash,
                beginning of year
            
            
            150,647
            
            
            
            700,224
            
            
            
            6,687Cash,
                end of period
            
            $
            4,780,674
            
            
            $
            918,138
            
            
            $
            4,780,674




9


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




Supplemental
                cash flow information for the nine months ended October 31, 2007 and
                2006 and January 1, 1995through
                October 31, 2007 as follows:For
                the PeriodFrom
                January 1,For
                the Nine Months Ended
                October 31,
            
            
            1995
                to October 31,2007
            
            
            2006
            
            
            2007Cash
                paid for interest
            
            $
            -
            
            
            $
            -
            
            
            $
            161,107Cash
                paid for income taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -Non
                Cash Investing and Financing Activities:Conversion
                of related party note payable to common
              stock,including
                interest payable of $446,193
            
            $
            -
            
            
            $
            -
            
            
            $
            1,848,935Conversion
                of convertible debenture to common stock
              Including
                interest payable of $217,151
            
            $
            3,186,203
            
            
            $
            600,000
            
            
            $
            4,359,609Issuance
                of warrants as financing costs in connection
              with
                convertible debt
            
            $
            -
            
            
            $
            -
            
            
            $
            173,114Issuance
                of common stock as payment for settlement of liabilities
            
            $
            -
            
            
            $
            -
            
            
            $
            39,000














10


FIRSTGOLD
      CORP.


(AN
      EXPLORATION STAGE COMPANY)


NOTES
      TO FINANCIAL STATEMENTS


For
      the Three Months Ended October 31, 2007





NOTE
      1 - ORGANIZATION AND LINE OF BUSINESS





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





Firstgoldhas
      embarked on a business strategy
      whereby it will invest in and/or managethe exploration ofgold  and
      other mineral
      producing properties.  Currently,Firstgold’s
      principal assets include various
      mineral leases associated with theReliefCanyonmine
      located near Lovelock,Nevadaalong
      with various items of mining
      equipment located at that site.Firstgold’s
      business will be to acquire, explore
      and, if warranted, develop various mining properties located in the state ofNevada.Firstgoldplans
      to carryout comprehensive
      exploration and development programs on its properties.Firstgoldplans
      to conductthese activities itself,although
      some activities may
      beoutsourced.  Consequently,Firstgold's
      current plan will require the hiring
      of significant amounts of mining employeesto carry out itsfuturemining
      andcurrentexploration
      activities.





NOTE
      2 - GOING CONCERN





These
      financial statements have been prepared on a going concern
      basis.  During the years ended January 31, 2007 and 2006 and the
      period from January 1, 1995 to January 31, 2007, Firstgold incurred net losses
      of approximately $4,728,070, $2,645,231, and $22,816,810,
      respectively.  In addition, Firstgold had a total shareholders’
deficit of $4,245,793 and has been in the exploration stage since inception
      and
      through January 31, 2007.  Information for the nine months ended
      October 31, 2007 include a net loss of $5,811,950; negative cash flows from
      operations of $5,358,016 and an accumulated shareholders’ surplus of
      $3,694,567.  The Company's ability to continue as a going concern is
      dependent upon its ability to generate profitable operations in the future
      and/or to obtain the necessary financing to meet its obligations and repay
      its
      liabilities arising from normal business operations when they come
      due.  The outcome of these matters cannot be predicted with any
      certainty at this time.  Since inception, the Company has satisfied
      its capital needs by issuing equity securities.





11


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





NOTE
      3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis
      of
      Presentation


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





Exploration
      Stage
      Company


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





Cash
      and Cash
      Equivalents


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




Restricted
      Cash


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





Deferred
      Reclamation
      Costs


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





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





12


Valuation
      of Derivative
      Instruments


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




Revenue
      Recognition


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




Risks
      Associated with Gold
      Mining


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





Comprehensive
      Income


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





Estimates


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





Loss
      Per
      Share


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





13


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







2007
            
            
            2006Warrants
            
            
            39,500,976
            
            
            
            21,274,583Options
            
            
            3,750,000
            
            
            
            1,350,000






Recent
      Accounting
      Pronouncements


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




NOTE
      4 - PROPERTY AND EQUIPMENT





Property
      and equipment at October 31, 2007 was recorded at $2,968,192 and consisted
      of
      $2,028,650 of site and pad costs, processing plant and mining equipment at
      the
      Relief Canyon Mine, $414,009 in land and building cost in an office in Lovelock,
      NV and $525,533 of other property and equipment.





NOTE
      5 - NOTES PAYABLE





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




Mortgage
              note
              payable
            
            $
            100,000The
              note bears
              interest at 10% per year and is due in January 2008.  The loan
              is secured by a 3,000 square foot improved office building located
              in
              Lovelock, NV.Equipment
              notes
              payable
            
            $
            67,163The
              note does not
              bear any interest and is due in December 2007.  The loan is
              secured by a Caterpillar loader.Total
              notes
              payable
            
            $
            171,492




Firstgold
      recorded interest expense of $307,780 and $831,319 for the three months and
      nine
      months ended October 31, 2007 compared to interest expense of $162,600 and
      $394,092 for the three months and nine months, respectively, ended October
      31,
      2006.





NOTE
      6 – CONVERTIBLE DEBENTURES





September
      26, 2006
      Convertible Debenture




14


On
      September 26, 2006, Firstgold entered into a Securities Purchase Agreement
      (the
“Purchase Agreement”) and other agreements,as amended on November 1,
      2006,
      in connection with the private placement of convertible debentures, in the
      aggregate principal amount of $3,000,000 and bearing interest at 8% per annum
      (the “Debenture”).  The Debentures were funded $1,000,000 on September
      26, 2006, $1,000,000 upon the filing of a resale registration statement with
      the
      SEC on December 1, 2006 and $1,000,000 on March15, 2007.  Of the
      $1,000,000 funded on September 26, 2006, $120,000 was paid for various loan
      fees
      and closing costs; of the $1,000,000 funded December 1, 2006, $90,000 was paid
      for various loan fees and closing costs; and of the $1,000,000 funded March
      19,
      2007, $90,000 was paid for various loan fees and closing costs.  The
      Debentures are due and payable three years after the issue date unless it is
      converted into shares of common stock or is repaid prior to its expiration
      date.  The conversion rate is adjustable and at any conversion date,
      will be the lower of $0.45 per share or 95% of the Market Conversion
      Price.  On July 13, 2007 $450,000 of the Debenture dated March 15,
      2007 was converted into 1,000,000 shares of common stock. On September 13,
      2007
      the $1,000,000 Debenture dated September 26, 2006 was converted into 2,222,222
      shares of common stock. On October 12, 2007 $450,000 of the Debenture dated
      December 1, 2006 was converted into 1,000,000 shares of common stock. On October
      16, 2007 $450,000 of the Debenture dated December 1, 2006 was converted into
      1,000,000 shares of common stock. On October 30, 2007 1,444,444 shares of common
      stock were issued in conversion of the remaining $650,000 in principal of
      outstanding Secured Convertible Debentures.  An additional 413,784
      shares of common stock was issued in conversion of $186,203 of accrued interest
      on the Secured Convertible Debentures.





In
      conjunction with the Purchase Agreement, Firstgold entered into an Investor
      Registration Rights Agreement (the “Registration Rights
      Agreement”).  The Registration Rights Agreement required Firstgold to
      register at least 15,000,000 shares (and subsequently reduced to 7,004,553
      upon
      full conversion of the Debenture) of its Common Stock to cover the conversion
      of
      the Debenture (assuming conversion prices substantially below $0.45) and
      3,500,000 shares of its Common Stock issuable upon conversion of warrants (the
      “Warrants”  which are exercisable at a price of $0.45 per common
      share) granted to the Debenture holder.  Firstgold is required to keep
      this Registration Statement effective until the Debenture has been fully
      converted, repaid, or becomes due and the Warrants have been fully exercised
      or
      expire.  While the Debenture has been converted in full, the Warrants
      are currently exercisable.  The Registration Statement was declared
      effective December 14, 2007.




In
      conjunction with the Purchase Agreement, Firstgold entered into a Security
      Agreement (the “Security Agreement”).  The Security Agreement creates
      a secured interest in favor of the Debenture holder in Firstgold’s mining
      interest and assets in the Relief Canyon Mine property.  This security
      interest was created by recordation of a Memorandum of Security Agreement filed
      in Pershing County, Nevada in November 2006.  Upon full conversion of
      the Debenture the Security Agreement was cancelled in November
      2007.




October
      10, 2006 Convertible
      Debentures





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




15


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,
      2007.  However, minimum annual royalty payments are required to retain
      the lease rights to Firstgold’s properties.





Relief
      Canyon
      Mine


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





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





Crescent
      Red Caps Joint
      Venture


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





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





The
      properties are subject to two leases which include approximately 135 unpatented
      mining claims and cover approximately 2700 acres. All gold, silver and other
      mineral production by Crescent Red Caps is subject to a 3% net smelter return
      (“NSR”) royalty payable to the lessors except for barite which is subject to a
      10% royalty on ore produced from claims covered by the
      leases.  However, neither Firstgold nor Crescent Red Caps holds any
      interest in the two leases nor the properties related thereto due to litigation
      regarding such leases.





Litigation


On
      February 8, 2007, a complaint was filed against ASDi, LLC, Crescent Red Caps
      LLC, Firstgold, and Scott Dockter by the Lessors of the Crescent Valley and
      Red
      Caps mining properties.  The complaint was filed in the Sixth Judicial
      District Court of Lander County, Nevada (Case No. 9661). In the complaint the
      plaintiffs allege that ASDi, LLC wrongfully assigned its lessee rights in the
      Crescent Valley and Red Caps mining properties to Crescent Red Caps LLC (of
      which Firstgold is the Managing Member).




16


The
      complaint seeks the termination of the leasehold rights granted to ASDi, LLC
      and
      quiet title and damages. The complaint also seeks an order against Firstgold
      restricting public claims of ownership or control of the mining properties.
      ASDi, LLC and Firstgold do not believe the lease assignments were wrongful
      or
      even required the Lessors’ consent. Consequently, ASDi, LLC and Firstgold plan
      to vigorously defend this action. On April 3, 2007, a preliminary hearing was
      held in which the defendants sought a Summary Judgment to have the leasehold
      termination notices declared void.  The Court did not grant the
      defendants’ motions thus requiring the matter to proceed to trial on the merits.
      In addition, the Court has entered an injunction against public claims of
      ownership of the mining property by Firstgold.  Until this matter is
      resolved, Crescent Red Caps LLC and/or Firstgold plans to expend limited funds
      on exploration expenses on the leased properties. A hearing on the Motion to
      Show Cause was held on November 20, 2007. The Defendants are also seeking
      to have the injunction overturned.




On
      September 24, 2007, a complaint was served on Firstgold by Swartz Private
      Equity, LLC.  The complaint was filed in the District Court for the
      Western District of New York (Case No. 07CV6447).  In the complaint,
      plaintiff alleges that pursuant to an Investment Agreement dated October 4,
      2000, and entered into with Firstgold’s former management, it is entitled to the
      exercise of certain warrants in the amount of 1,911,106 shares of Firstgold
      common stock or the equivalent cash value of $0.69 per share and a termination
      fee of $200,000.  While Firstgold has not yet fully evaluated this
      lawsuit, it expects to vigorously defend this action.




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' SURPLUS





Common
      Stock


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




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




In
      April
      2007 Firstgold received net proceeds of $2,374,200 upon the issuance of Units
      consisting of 5,673,110 shares of common stock and warrants to purchase
      2,836,555 shares of common stock at an exercise price of $0.65 per
      share.   An additional 542,310 shares and warrants to purchase
      271,156 shares were issued on October 16, 2007 because the original Units were
      not registered for resale by October 15, 2007.





In
      May
      2007 Firstgold received net proceeds of $337,500 upon the issuance of Units
      consisting of 749,999 shares of common stock and warrants to purchase 375,002
      shares of common stock at an exercise price of $0.65 per share.  An
      additional 74,998 shares and warrants to purchase 37,499 shares were issued
      on
      November 19, 2007 because the original Units were not registered for resale
      by
      November 18, 2007.





In
      June
      2007 Firstgold received net proceeds of $7,798,141 upon the issuance of Units
      consisting of 18,843,421 shares of common stock and warrants to purchase
      9,421,711 shares of common stock at an exercise price of $0.65 per share. An
      additional 1,884,342 shares and warrants to purchase 942,171 shares were issued
      on November 16, 2007 because the original Units were not registered for resale
      by November 15, 2007.




17


In
      September 2007 warrants to purchase 93,500 shares of common stock were exercised
      at a price of $0.1875 per share.




Warrants


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





The
      fair
      market value of warrants issued during the nine months ended October 31, 2007
      in
      conjunction with the issuance of common stock was determined to be $2,776,944
      and was calculated under the Black-Scholes option pricing model with the
      following assumptions used:





Expected
              life
            1.5
              yearsRisk
              free interest
              rate
            4.12%
              to
              4.92%Volatility
            45.14%
              to
              75.1%Expected
              dividend
              yield
            None




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





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







Weighted-AverageNumber
            
            
            Exerciseof
                Shares
            
            
            PriceOutstanding,
              January
              31, 2007
            
            
            26,592,866
            
            
            $
            0.32Exercised
            
            
            (3,670,963
            )
            
            $
            (0.17
            )Granted
            
            
            16,579,073
            
            
            $
            0.65Outstanding,
              October
              31, 2007
            
            
            39,500,976
            
            
            $
            0.47Exercisable,
              October
              31, 2007
            
            
            39,500,976
            
            
            $
            0.47





Stock
      options


The
      2006
      Plan provides for the issuance of non-qualified or incentive stock options
      to
      employees, non-employee members of the board and consultants. The exercise
      price
      per share is not to be less than the fair market value per share of the
      Company’s common stock on the date of grant. The Board of Directors has the
      discretion to determine the vesting schedule. Options may be either immediately
      exercisable or in installments, but generally vest over a three-year period
      from
      the date of grant. In the event the holder ceases to be employed by the Company,
      all unvested options terminate and all vested installment options may be
      exercised within an installment period following termination. In general,
      options expire ten years from the date of grant. Stockholders voting at the
      2007
      Annual Stockholders meeting held on September 20, 2007 approved an increase
      in
      the shares issuable under the 2006 Plan to a total of 10,000,000.




Effective
      February 1, 2006, the Company adopted Statement of Financial Accounting
      Standards (SFAS) No. 123(R), Share-Based Payment(SFAS
      123(R)), which requires the measurement and recognition of compensation expense
      for all share-based payment awards made to employees and directors, including
      stock options based on their fair values.




18


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 six months ended July 31, 2007. In accordance with the modified
      prospective transition method, the Company’s financial statements for prior
      periods have not been restated to reflect, and do not include, the impact of
      SFAS 123(R). Share-based compensation expense recognized is based on the value
      of the portion of share-based payment awards that is ultimately expected to
      vest. Share-based compensation expense recognized in the Company’s Statement of
      Operations during the nine months ended October 31, 2007 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 $83,015 for the nine months ended October 31, 2007, and was recorded
      in the financial statements as operating expense.





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





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


Weighted
                Ave.
            
            
            Aggregate#
                of Shares
            
            
            Exercise
                Price
            
            
            Intrinsic
                ValueOutstanding
                as of January 31, 2007
            
            
            2,350,000
            
            
            $
            0.46
            
            
            $
            0Granted
            
            
            1,500,000
            
            
            $
            0.65
            
            
            $
            0Exercised
            
            
            (100,000
            )
            
            $
            .16Cancelled
            
            
            0
            
            
            $
            0Outstanding
                as of October 31, 2007
            
            
            3,750,000
            
            
            $
            0.54
            
            
            $
            0Exercisable
                as of October 31, 2007
            
            
            2,137,500
            
            
            $
            0.55
            
            
            $
            0





19


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




Options
                outstanding
            
            
            Options
                exercisableWeighted
                average
            
            Weighted
            
            
            
            
            
            
            WeightedRange
                of
            
            
            
            
            
            remaining
            
            average
            
            
            
            
            
            
            averageexercise
            
            
            Number
            
            contractual
            
            exercise
            
            
            Number
            
            
            exerciseprices
            
            
            outstanding
            
            life
                (years)
            
            price
            
            
            exercisable
            
            
            price$
                0.16 — $ 0.35
            
            
            
            350,000
            
            9.10
            
            $0.33
            
            
            
            62,500
            
            
            $0.35$0.50
            
            
            
            1,900,000
            
            8.88
            
            $0.50
            
            
            
            1,075,000
            
            
            $0.50$0.65
            
            
            
            1,500,000
            
            9.62
            
            $0.65
            
            
            
            750,000
            
            
            $0.653,750,000
            
            9.20
            
            $0.54
            
            
            
            1,962,500
            
            
            $0.54





The
      weighted-average grant-date fair value of options granted during the nine months
      ended October 31, 2007 was $0.65. At October 31, 2007 there was $200,247 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, 2007, 6,150,000 shares were available for future
      grants under the Stock Option Plan.





NOTE
      9 - RELATED PARTY TRANSACTIONS





Prepayment
      of Airplane Time
      from Officer




In
      December 2006 Firstgold purchased 600 hours of airplane usage from the President
      and Chief Executive Officer of Firstgold for $120,000 at a rate of $200 per
      hour.  The airplane is to be used by Firstgold for commuting to and
      from Nevada to the various mine sites and the Lovelock, NV
      office.  Based on current market rental rates for similar planes
      Firstgold believes that the current market hourly rate is substantially above
      its contract rate of $200 per hour.  During the quarter and nine
      months ended October 31, 2007 $0 and $6,360, respectively of airplane time
      was
      used by Firstgold.




Advance
      to
      Officer




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




NOTE
      10 – SUBSEQUENT EVENT





An
      additional 1,884,342 shares and warrants to purchase 942,171 shares were issued
      on November 16, 2007 because the original Units were not registered for resale
      by November 15, 2007.




An
      additional 74,998 shares and warrants to purchase 37,499 shares were issued
      on
      November 19, 2007 because the original Units were not registered for resale
      by
      November 18, 2007.


















20


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.







Overview





We
      are an
      exploration-stage company engaged in the acquisition, exploration and, if
      warranted, development of various mining properties located in the State of
      Nevada.  We are currently conducting a comprehensive exploration and
      development program on various mineral leases associated with our Relief Canyon
      Mine property located near Lovelock, Nevada. During the current fiscal
      year  we have  completed drilling 58 reverse circulation
      drill holes totaling 13,095 feet in the existing pit area .  We have
      also drilled a total of 57 sonic holes and 125 reverse circulation holes in
      the
      existing heap leach pads to assess the economic potential of reprocessing the
      ore and extracting any remaining gold.  These drill results will be
      added to the historic drill hole database to help develop a new mining plan
      for
      Relief Canyon Mine property.





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





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





We
      have
      conducted preliminary sampling of approximately 4,200 acres of potentially
      mineralized ground in the Horse Creek area located approximately 100 miles
      northeast of Reno, Nevada.  During the course of the property
      evaluation, rock chip samples were collected showing the potential presence
      of
      intrusion-related mineral systems.  During the third quarter we
      commenced the extensive mapping of the area’s bedrock
      geology.  Additionally, we plan to conduct an airborne geophysical
      survey to map the magnetic character of the rocks.  Geochemical
      exploration efforts continued with more rock chip sampling as well as an
      in-depth soil sampling survey.





21


Plan
      of Operations for the Next Twelve Months





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


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

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

- Our
          proposed exploration of properties now include 146 millsite and unpatented
          mining claims contained in about 1,000 acres of the Relief Canyon Property
          and
          the 25,000 acre Antelope Peak property and approximately 4,200 acres of
          potentially mineralized ground in the Horse Creek area of
          Nevada.

- Our
          operating plan is to commence exploration work on the Relief Canyon mining
          property during 2007.  We expect this exploration program to
          continue through the end of 2007.  During calendar 2008, we plan to
          resume heap leaching at the Relief Canyon mine and we anticipate realizing
          production revenue from the Relief Canyon mine thereafter.  Through
          the sale of additional securities and/or the use of joint ventures or other
          financing arrangements we intend to progressively enlarge the scope and
          scale
          of our exploration, mining and processing operations, thereby potentially
          increasing our chances of locating commercially viable ore deposits which
          could increase both our annual revenues and ultimately our net
          profits.  Our objective is to achieve annual growth rates in revenue
          and net profits for the foreseeable future.

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

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

Results
      of Operation





Our
      current business strategy is to invest in, explore and if warranted, conduct
      mining operations of our current mining properties and other mineral producing
      properties.  Firstgold is a public company that in the past has been
      engaged in the exploration, acquisition and development of gold-bearing
      properties in the continental United States.  Currently, our principal
      assets include various mineral leases associated with the Relief Canyon Mine
      located near Lovelock, Nevada along with various items of mining equipment
      and
      improvements located at that site.




22


We
      have
      also entered into (i) a joint venture intended to allow exploration of
      additional mining properties located in Lander County, Nevada (although neither
      Firstgold nor the joint venture own any interest in such mining properties
      which
      are currently subject to litigation); (ii) a mineral lease to explore
      approximately 25,000 acres of property located in Elko County, Nevada; and
      (iii)
      the staking of approximately 4200 acres of property located in Humboldt County,
      Nevada.




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





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





During
      the quarter ended October 31, 2007 we spent $505,037 for exploration,
      reclamation and maintenance expenses related to our mining
      properties.  Reclamation and maintenance expenses expended during the
      same quarter ended October 31, 2006 were $159,414.  These expenses
      relate primarily to exploration, maintenance and retention costs required to
      maintain our mining claims.  The increase in costs was due to
      extensive building and facility expansion at the Relief Canyon mine and the
      resumption of exploration drilling.  We incurred operating expenses of
      $1,664,954 during the quarter ended October 31, 2007.  Of this amount,
      $34,671 reflects outside director compensation expense related to the stock
      options issued, $265,198 reflects promotion expense, $93,500 reflects officer
      compensation and related payroll taxes during the quarter and $480,785 reflect
      fees for outside professional services.  $303,728 of the outside
      professional services reflects legal costs associated with the litigation
      involving the Crescent Red Caps LLCas well as other legal
      and
      accounting work pertaining to our annual and quarterly SEC reporting obligations
      occurring in fiscal year 2008 as well as our Forms SB-2 filed in August,
      September and October 2007.  During the quarter ended October 31, 2006
      we incurred operating expenses of $491,897 of which $93,500 represented officer
      compensation and related payroll taxes, $153,458 reflected outside director
      compensation related to the stock options issued, and $86,524 reflected fees
      for
      outside professional services.  It is anticipated that both mining
      costs and operating expenses will increase significantly as we resume our
      exploration program and prepare for mining operations.





We
      incurred interest expense of $307,780 during the quarter ended October 31,
      2007
      which compares to interest expenses of $162,600 incurred during the same quarter
      of 2006.  The principal balance of loans outstanding during the third
      quarter of fiscal year 2008 decreased by $1,265,626 compared to third quarter
      of
      fiscal year 2007, which was primarily the result of a decrease in convertible
      debentures.  The increase in additional interest expense during the
      quarter ended October 31, 2007 was primarily due to the increase in the
      principal balance of loans outstanding during the period as well as the
      write-off of unamortized debt costs related to convertible debt which was
      converted in full during the period.




Our
      total
      net loss for the quarter ended October 31, 2007 decreased to $1,934,114 compared
      to a net loss of $2,040,864 incurred for the same quarter ended October 31,
      2006.  The slightly smaller net loss in the third quarter of fiscal
      2008 reflects the decrease in exploration costs and the $455,533 gain recognized
      from writing off liabilities that were over six years old of which is partially
      offset by the higher interest expense as well as the increase in operating
      expenses as we expand our activities at Relief Canyon and a continued lack
      of
      revenues recognized during the quarter.





23


Operation
      Results for the Nine Months Ended October 31, 2007 and 2006





During
      the nine months ended October 31, 2007, we spent $870,828 on exploration,
      reclamation and building and facilities expansion expenses related to our mining
      properties.These expenses
      relate primarily to repairing and upgrading costs required to resume exploration
      drilling of our Relief Canyon mining claims.  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.  We incurred operating expenses of
      $3,933,654 during the nine months ended October 31, 2007.  Of this
      amount, $442,476 reflects outside director compensation expense related to
      director fees and stock options issued, $567,848 reflects promotion expense,
      $273,009 reflects officer compensation and related payroll taxes during the
      period and $885,883 reflect fees for outside professional services of which
      $425,640 reflects legal costs associated with the litigation involving the
      Crescent Red Caps LLC litigation while another large portion of the outside
      and
      professional services reflects legal and accounting work pertaining to our
      annual and quarterly reporting with the SEC  and our recently filed
      Form SB-2.  During the nine months ended October 31, 2006, we incurred
      operating expenses of $1,019,990, of which $280,500 represented officer
      compensation and related payroll taxes, $221,478 reflects outside directors
      compensation expense related to stock options issued and $247,385 reflected
      fees
      for outside professional services.  It is anticipated that both mining
      costs and operation costs will increase significantly during the remainder
      of
      the fiscal year as we resume our exploration program and initiate mining
      operations.





We
      incurred interest expense of $831,319 during the nine months ended October
      31,
      2007, which compares to interest expenses of $394,092 incurred during the same
      nine months of 2006.  The average principal balance of loans
      outstanding during the first nine months of the fiscal year 2008 was
      significantly higher compared to the same nine months for fiscal year 2007,
      which was primarily the result of the increase in outstanding convertible
      debentures. Accordingly, the increase in additional interest expense during
      the
      nine months ended October 31, 2007, was primarily due to the increase in
      outstanding convertible debentures.





In
      conjunction with the Convertible Debentures issued during September 2006,
      December 2006 and March 2007, we allocated the proceeds received between
      convertible debt and the detachable warrants based upon the relative fair market
      values on the date the proceeds were received.  Subsequent to the
      initial recording, the change in the fair value of the detachable warrants,
      determined under the Black-Scholes option pricing formula, and the change in
      the
      fair value of the embedded derivative in the conversion feature of the
      convertible debentures are recorded as adjustments to the liabilities for the
      quarters ended April 30, 2007 and July 31, 2007.  This resulted in
      $703,992 of expense relating to the change in the fair value of Firstgold’s
      stock reflected in the change in the fair value of the warrants and derivatives
      (noted above) and is included as other income (expense).  A similar
      calculation was not done for the nine month period ended October 31, 2007 due
      to
      the Convertible Debentures having been fully retired due to
      conversion.





24


Our
      total
      net loss for the nine months ended October 31, 2007, increased to $5,811,950
      compared to a net loss of $3,649,402 incurred for the same nine months ended
      October 31, 2006.  The higher net loss in the first nine months of
      fiscal 2008 reflects the increase in exploration, maintenance, and operating
      expenses as we expand our exploration and building activities and a continued
      lack of revenues recognized during the first nine months of fiscal
      2008.





Liquidity
      and Capital Resources





We
      have
      incurred significant operating losses since inception and during the nine months
      ended October 31, 2007 which has resulted in an accumulated deficit of
      $29,571,864 as of October 31, 2007.  At October 31, 2007, we had cash
      and other current assets of $5,546,751 compared to $412,752 at January 31,
      2007
      and net working capital of $4,115,410.  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,
      2007, we had outstanding debentures and notes payable in the gross principal
      amount of $817,163 (net balance of $657,775 after $(159,389) of note payable
      discount and deferred financing costs) which reflects a decrease in the gross
      principal balance of $1,265,625 compared to 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 and deferred financing costs and $1,624,979 of derivative
      liabilities) as of October 31, 2006.





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





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





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





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





By
      attempting to resume mining operations, we will require approximately $5 million
      to $10 million in additional working capital above the amounts already raised
      to
      bring the Relief Canyon Mine into full production and carry out our exploration
      programs at our other properties.




25


It
      is our
      intention to pursue several possible funding opportunities including the sale
      of
      additional securities, entering into joint venture arrangements, or incurring
      additional debt.





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





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





Off-Balance
      Sheet
      Arrangements





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





Factors
      Affecting Future Operating Results





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





As
      a
      development stage company with an unproven business strategy, we may not be
      able
      to achieve positive cash flows and our limited history of operations makes
      evaluation of our future business and prospects difficult.  We have
      been relatively inactive since April 2001.  Consequently, we have only
      recently reactivated our business operations and we have not generated any
      revenues, other than interest and dividend income, since our
      reactivation.




26


As
      a
      result, we have only a limited operating history upon which to evaluate our
      future potential performance.  Our prospects must be considered in
      light of the risks and difficulties encountered by new companies which have
      not
      yet established their business operations.





We
      will
      need additional funds to finance our future mining and exploration
      activities.  We currently have cash reserves and a working capital
      surplus of $4,115,410 as of October 31, 2007.  However, our ability to
      fully implement our business plan and meet our long-term obligations in the
      ordinary course of business is dependent upon our ability to raise additional
      capital through public or private equity financings, establish cash flows from
      operations, enter into joint ventures or other arrangements with capital
      sources, or secure other sources of financing to fund operations. Our
      continuing reliance on outside capital is a consequence of our negative
      cash flows from operations.  At any time, a serious deficiency in cash
      flows could occur and it is not always possible or convenient to raise
      additional capital.  A problem in raising capital could result in
      temporary or permanent insolvency and consequently potential claims by unpaid
      creditors and perhaps closure of the business.





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





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





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





27


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





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





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





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








28


As
      of
      October 31, 2007, Firstgold had approximately 112,601,370 shares of Common
      Stock
      outstanding and convertible debentures which are convertible into 1,444,444
      shares of our Common Stock.  Additionally, warrants to purchase a
      total of 39,726,132 shares of our Common Stock were outstanding as of October
      31, 2007.  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.





Critical
      Accounting Policies





The
      discussion and analysis of our financial conditions and results of operations
      are based upon our financial statements, which have been prepared in accordance
      with generally accepted accounting principles in the United
      States.  The preparation of financial statements requires management
      to make estimates and disclosures on the date of the financial
      statements.  On an on-going basis, we evaluate our estimates,
      including, but not limited to, those related to revenue
      recognition.  We use authoritative pronouncements, historical
      experience and other assumptions as the basis for making
      judgments.  Actual results could differ from those
      estimates.  We believe that the following critical accounting
      policies along with those set forth in Note 3 to the financial
      statements affect our more significant judgments and estimates in the
      preparation of our financial statements.





Valuation
      of long-lived
      assets





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





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





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





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




29


(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.





Exploration
      Costs





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





Mine
      Development
      Costs





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





30


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.




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.





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Changes
      in Internal Control
      Over Financial Reporting.





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








PART
      II - OTHER INFORMATION





ITEM
        1. LEGAL
        PROCEEDINGS





On
      February 8, 2007, a complaint was filed against ASDi, LLC, Crescent Red Caps
      LLC, Firstgold, and Scott Dockter by the Lessors of the Crescent Valley and
      Red
      Caps mining properties.  In the complaint the plaintiffs allege that
      ASDi, LLC wrongfully assigned its lessee rights in the Crescent Valley and
      Red
      Caps mining properties to Crescent Red Caps LLC (of which Firstgold is the
      Managing Member).  The complaint seeks the termination of the
      leasehold rights granted to ASDi, LLC and quiet title and punitive
      damages.  On May 11, 2007, the Court entered a preliminary injunction
      against public claims of ownership of any interest in the leases or the mining
      property by defendants. On June 7, 2007, the plaintiffs filed a Motion For
      Order
      to Show Cause claiming that defendants had violated the injunction based upon
      certain statements made on Firstgold’s website and certain disclosures made in
      Firstgold’s annual report on Form 10-KSB. ASDi LLC, Firstgold and the other
      defendants intend to vigorously oppose this Motion. A hearing on the Motion
      to Show Cause was held on November 20, 2007. The defendants are also
      seeking to have the injunction overturned.




On
      September 24, 2007, a complaint was served on Firstgold Corp. by Swartz Private
      Equity, LLC.  The complaint was filed in the District Court for the
      Western district of New York (Case No. 07CV6447).  In the complaint,
      plaintiff alleges that pursuant to an Investment Agreement dated October 4,
      2000, and entered into with Firstgold’s former management, it is entitled to the
      exercise of certain warrants in the amount of 1,911,106 shares of Firstgold
      common stock and seeks the cash value thereof based upon $0.69 per share and
      a
      termination fee of $200,000.  While Firstgold has not yet fully
      evaluated this lawsuit, it expects to vigorously defend this
      action.





ITEM
      2. UNREGISTERED SALES OF
      EQUITY SECURITIES





On
      April
      12, 2007 we received gross proceeds of $2,552,900 upon the issuance of Units
      consisting of 5,673,110 shares of our common stock and warrants to purchase
      2,836,555 shares of our common stock at an exercise price of $0.65 per share.
      The warrants have a term of 18 months. Due to the fact that these Units were
      not
      registered in an effective resale prospectus by October 15, 2007, an additional
      542,310 “penalty shares” and 271,156 “penalty warrants” were issued to these
      investors.




On
      June
      22, 2007, we received gross proceeds of $8,479,539.45 upon the issuance of
      Units
      consisting of 18,843,421 shares of our common stock and Warrants to purchase
      9,421,711 shares of our common stock at an exercise price of $0.65 per share.
      The warrants have a term of 18 months.




32


Due
      to
      the fact that these Units were not registered in an effective resale prospectus
      by November 15, 2007, an additional 1,884,342 “penalty shares” and 942,171
“penalty warrants” were issued to these investors.




On
      November 19, 2007 we issued 74,998 shares and warrants to purchase 37,499 shares
      to certain investors because the shares contained in certain Units (of stock
      and
      warrants) purchased by such investors were not registered for resale by November
      15, 2007.





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





We
      held
      our Annual Meeting of Stockholders on September 20, 2007.  At the
      Annual Meeting of Stockholders, 107,571,143 shares of common stock were entitled
      to vote at such meeting of which there were present in person or by proxy
      62,890,581 shares of common stock which represented a quorum.  At the
      Annual Meeting, the holders of our common stock elected the following nominees
      to our Board of Directors: A. Scott Dockter, Terrence Lynch, Stephen Akerfeldt,
      Fraser Berrill and Donald Heimler.  All of the Directors nominated
      were duly elected by a vote of 61,813,540 shares voting for the nominees,
      1,025382 shares voting against the nominees and 51,659 shares
      abstaining.





Our
      stockholders approved the proposal to amend our 2006 Stock Option Plan to
      increase the shares issuable under the Plan from 5,000,000 to 10,000,000 with
      32,973,037 votes cast for the proposal and 3,528,016 votes against, with 79,744
      abstaining and 26,309,784 broker non-votes.





Our
      stockholders also ratified Hunter & Renfro LLP as Firstgold’s principal
      independent public accountants for fiscal year 2008 with 61,837,287 votes cast
      for and 1,008,456 votes against and 44,825 votes abstaining.





ITEM
      5. OTHER
      INFORMATION





On
      September 13, October 12, October 16, and October 30, 2007 Cornell Capital
      Partners submitted Notices of Conversion to convert $1,550,000 of remaining
      principal of its Secured Convertible Debenture issued on March 16, 2007,
      December 1, 2006 and September 26, 2006.  The conversion resulted in
      the issuance of 3,858,228 shares of Firstgold restricted common
      stock.  The conversion which includes accrued interest of $186,203 was
      made at the Fixed Conversion Price of $0.45 per share.





After
      the
      conversion, Cornell Capital Partners has converted the entire $3,000,000
      aggregate amount of its Secured Convertible Debentures issued by Firstgold
      pursuant to the September 26, 2006 financing transaction.




33


ITEM
        6. EXHIBITS





31.1
            Certification
                of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of2002.


31.2
            Certification
                of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of2002.


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





SIGNATURES





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




FIRSTGOLD
                CORP.Dated:
                  December 21, 2007
              By:
              /s/ A.
                SCOTT DOCKTERA.  Scott
                Dockter, President and Chief Executive Officer/s/
                JAMES KLUBERJames
                Kluber, Principal Accounting Officer and Chief Financial Officer






























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