UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





FORM
10-Q





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


SECURITIES
EXCHANGE ACT OF 1934


FOR THE
QUARTERLY PERIOD ENDED APRIL 30, 2008





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 check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check One):




Large
      accelerated filer
            Accelerated
      filerNon-accelerated
      filer
            Smaller
      reporting company X




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, 130,845,543 issued and outstanding as of  May
30, 2008.







INDEX








PagePART I - FINANCIAL
      INFORMATION
            3ITEM 1. FINANCIAL STATEMENTS
            3ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATIONS
            18ITEM 4T. CONTROLS AND PROCEDURES
            24PART II - OTHER
      INFORMATION
            24ITEM 1. LEGAL PROCEEDINGS
            24ITEM 1A. FACTORS AFFECTING FUTURE OPERATING
      RESULTS
            25ITEM 2. UNREGISTERD SALES OF EQUITY
      SECURITIES
            27ITEM 5. OTHER INFORMATION
            28ITEM 6. EXHIBITS
            28














PART
I - FINANCIAL INFORMATION








ITEM 1. FINANCIAL
STATEMENTS





FIRSTGOLD
CORP.


INDEX
TO UNAUDITED FINANCIAL STATEMENTS




PageCondensed Balance Sheet as of April 30, 2008
      (Unaudited)and for fiscal year ended January 31, 2008
      (Audited)
            4Condensed Statements of Operations for the three months
      endedApril 30, 2008 and 2007 (Unaudited)
            6Condensed Statements of Cash Flows for the three
      monthsended April 30, 2008 and 2007
      (Unaudited)
            7Notes to Unaudited Financial Statements
            10





























3


FIRSTGOLD CORP.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEET





April
      30,
            
            
            January
      31,2008
            
            
            2008(unaudited)ASSETSCurrent
      assets:Cash
            
            $
            1,168,620
            
            
            $
            383,223Receivables
            
            
            58,383
            
            
            
            196,811Deposits
            
            
            98,968
            
            
            
            295,281Prepaid
      expense
            
            
            282,009
            
            
            
            242,577Inventory
            
            
            289,362
            
            
            
            7,721Total
      current assets
            
            
            1,897,342
            
            
            
            1,125,613Property, plant and
      equipment, net of accumulated depreciation
      of    $310,271 and $205,084 at April 30 and January
      31, 2008, respectively
            
            
            10,704,704
            
            
            
            8,438,997Other
      AssetsRestricted
      cash
            
            
            674,850
            
            
            
            674,850Deferred
      reclamation costs
            
            
            680,326
            
            
            
            680,326Total
      other assets
            
            
            1,355,176
            
            
            
            1,355,176Total
      assets
            
            $
            13,957,222
            
            
            $
            10,919,786








LIABILITIES
AND SHAREHOLDERS' DEFICIT





Current
      liabilitiesAccounts
      payable
            
            $
            798,622
            
            
            $
            2,730,596Accrued
      expenses
            
            
            570,310
            
            
            
            538,987Notes
      payable
            
            
            116,264
            
            
            
            163,726Total
      current liabilities
            
            
            1,485,196
            
            
            
            3,433,309Long-term
      liabilitiesConvertible
      debenture net of deferred  financing  costs
      of$133,172
      and $148,480 at April 30 and January 31, 2008,
respectively
            
            
            701,360
            
            
            
            694,211Accrued
      reclamation costs
            
            
            680,326
            
            
            
            680,326Deferred
      revenue
            
            
            800,000
            
            
            
            937,650Total
      long-term liabilities
            
            
            2,181,686
            
            
            
            2,312,187Total
      liabilities
            
            
            3,666,882
            
            
            
            5,745,496














4


FIRSTGOLD
CORP.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEET







April
30,
            
            
            January
      31,2008
            
            
            2008(unaudited)Commitments
      and contingenciesShareholders'
      surplus (deficit)Common
      stock, $0.001 par value250,000,000
      shares authorized at April 30 and January 31, 2008,
      respectively130,256,006
      and 117,432,317 shares issued and outstanding atApril
      30 and January 31, 2008, respectively
            
            
            130,256
            
            
            
            117,432Additional
      paid in capital
            
            
            44,146,538
            
            
            
            36,447,996Deficit
      accumulated during the exploration stage
            
            
            (33,986,454
            )
            
            
            (31,391,142
            )Total
      shareholders' surplus (deficit)
            
            
            10,290,340
            
            
            
            5,174,290Total
      liabilities and shareholders' surplus
            
            $
            13,957,222
            
            
            $
            10,919,786































5


FIRSTGOLD CORP.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS


For
the Three Months Ended April 30, 2008 and 2007


and
for the Period from January 1, 1995 to April 30, 2008








For
      the PeriodFrom
      January 1,For the Three Months Ended
      April 30,
            
            
            1995
      to April 30,2008
            
            
            2007
            
            
            2008Net
      sales
            
            $
            275,793
            
            
            $
            -
            
            
            $
            827,072Exploration
      and maintenance costs
            
            
            (1,391,411
            )
            
            
            (126,681
            )
            
            
            (5,480,763
            )Gross
      loss
            
            
            (1,115,618
            )
            
            
            (126,681
            )
            
            
            (4,653,691
            )Operating
      expenses
            
            
            (1,466,154
            )
            
            
            (985,685
            )
            
            
            (23,049,128
            )Loss
      from operations
            
            
            (2,581,772
            )
            
            
            (1,112,366
            )
            
            
            (27,702,822
            )Other
      income (expense)Interest
      income
            
            
            21,063
            
            
            
            5,966
            
            
            
            299,734Dividend
      income
            
            
            -
            
            
            
            -
            
            
            
            30,188Other
      income
            
            
            -
            
            
            
            -
            
            
            
            6,565Adjustments
      to fair value of derivatives
            
            
            -
            
            
            
            (1,623,255
            )
            
            
            (2,277,166
            )Interest
      expense
            
            
            (34,605
            )
            
            
            (247,959
            )
            
            
            (3,910,061
            )Loss
      from joint venture
            
            
            -
            
            
            
            -
            
            
            
            (859,522
            )Loss
      on sale of marketable securities
            
            
            -
            
            
            
            -
            
            
            
            (281,063
            )Bad
      debt expense
            
            
            -
            
            
            
            -
            
            
            
            (40,374
            )Loss
      on disposal of plant, propertyand
      equipment
            
            
            -
            
            
            
            -
            
            
            
            (334,927
            )Loss
      on disposal of bond
            
            
            -
            
            
            
            -
            
            
            
            (21,000
            )Total
      other income (expense)
            
            
            (8,795
            )
            
            
            (1,865,248
            )
            
            
            (5,341,839
            )Net
      loss
            
            $
            (2,595,314
            )
            
            $
            (2,977,614
            )
            
            $
            (33,044,661
            )Basic
      and diluted loss per share
            
            $
            (0.02
            )
            
            $
            (0.04
            )Basic
      and diluted weighted-average
              shares
      outstanding
            
            
            125,370,254
            
            
            
            80,160,412








6


FIRSTGOLD
CORP.


(A
DEVELOPMENT STAGE COMPANY)  STATEMENTS
OF CASH FLOWS


For
the Three Months Ended April 30, 2008 and 2007


and
for the Period from January 1, 1995 to January 31, 2008





For
      the PeriodFor the Three Months Ended April
      30,
            
            
            From
      January 1, 19952008
            
            
            2007
            
            
            to April 30, 2008Cash
      flows from operating activitiesNet
      loss
            
            $
            (2,595,314
            )
            
            $
            (2,977,614
            )
            
            $
            (33,044,661
            )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Accretion
      of warrants issued as a debt discount
            
            
            10,553
            
            
            
            10,533
            
            
            
            1,341,606Accretion
      of beneficial conversion
            
            
            -
            
            
            
            -
            
            
            
            107,468Accretion
      of debt discount
            
            
            -
            
            
            
            150,931
            
            
            
            531,110Adjustments
      to  fair value of derivatives
            
            
            -
            
            
            
            1,623,255
            
            
            
            1,357,904Loss
      from joint venture
            
            
            -
            
            
            
            -
            
            
            
            859,522Loss
      on sale of marketable securities
            
            
            -
            
            
            
            -
            
            
            
            281,063Depreciation
      and amortization
            
            
            109,942
            
            
            
            39,649
            
            
            
            509,399Loss
      on disposal of property, plant and equipment
            
            
            -
            
            
            
            -
            
            
            
            334,927Impairment
      in value of property, plant and equipment
            
            
            -
            
            
            
            -
            
            
            
            807,266Loss
      on disposal of bond
            
            
            -
            
            
            
            -
            
            
            
            21,000Impairment
      in value of Relief Canyon Mine
            
            
            -
            
            
            
            -
            
            
            
            3,311,672Impairment
      in value of joint  investments
            
            
            -
            
            
            
            -
            
            
            
            490,000Bad
      debt
            
            
            -
            
            
            
            -
            
            
            
            40,374Assigned
      value of stock and warrants exchanged for services
            
            
            -
            
            
            
            183,933
            
            
            
            2,108,452Assigned
      value of stock options issue for compensation
            
            
            59,311
            
            
            
            27,063
            
            
            
            895,864Gain
      on write off of note payable
            
            
            -
            
            
            
            -
            
            
            
            (7,000
            )Judgment
      loss accrued
            
            
            -
            
            
            
            -
            
            
            
            250,000(Increase)
      decrease in:Restricted
      cash
            
            
            -
            
            
            
            (423,869
            )
            
            
            (674,850
            )


Receivables
              
              
              138,428
              
              
              
              100,000
              
              
              
              (54,383
              )Deposits
              
              
              196,313
              
              
              
              -
              
              
              
              (94,468
              )Deferred
      reclamation costs
              
              
              -
              
              
              
              -
              
              
              
              214,848Prepaid
      expenses
              
              
              (39,432
              )
              
              
              12,481
              
              
              
              (284,909
              )Inventory
              
              
              (281,641
              )
              
              
              (7,721
              )
              
              
              (289,362
              )Reclamation
      bonds
              
              
              -
              
              
              
              -
              
              
              
              185,000Other
      assets
              
              
              -
              
              
              
              -
              
              
              
              (1,600
              )Increase
      (decrease) in:Accounts
      payable
              
              
              (1,931,974
              )
              
              
              75,800
              
              
              
              517,662Accrued
      expenses
              
              
              (31,323
              )
              
              
              55,220
              
              
              
              1,063,320Net
      cash used by operating activities
              
              
              (4,302,491
              )
              
              
              (1,130,319
              )
              
              
              (19,160,132
              )






7




FIRSTGOLD CORP. (A
DEVELOPMENT STAGE COMPANY)  STATEMENTS
OF CASH FLOWS
 For
the Three Months Ended April 30, 2008 and 2007
 and
for the Period from January 1, 1995 to January 31, 2008




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
            
            
            -
            
            
            
            -
            
            
            
            775,000Purchase
      of joint venture partner interest
            
            
            -
            
            
            
            -
            
            
            
            (900,000
            )Capital
      expenditures
            
            
            (2,370,894
            )
            
            
            (357,035
            )
            
            
            (13,966,483
            )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
            
            
            (2,370,894
            )
            
            
            (357,035
            )
            
            
            (14,576,328
            )Cash
      flows from financing activitiesProceeds
      from the issuance of common stock
            
            
            7,652,064
            
            
            
            2,908,349
            
            
            
            28,258,782Proceeds
      from notes payable
            
            
            -
            
            
            
            910,000
            
            
            
            8,646,733Principal
      repayments of notes payable
            
            
            (111,586
            )
            
            
            (1,843
            )
            
            
            (2,631,443
            )Repayment
      of advances to affiliate
            
            
            -
            
            
            
            -
            
            
            
            (231,663
            )Deferred
      revenue
            
            
            (137,650
            )
            
            
            -
            
            
            
            800,000Net
      cash provided by financing activities
            
            
            7,402,828
            
            
            
            3,816,506
            
            
            
            34,842,409


Net
      increase  in cash
              
              
              785,397
              
              
              
              2,329,152
              
              
              
              1,175,307Cash,
      beginning of year
              
              
              383,223
              
              
              
              150,647
              
              
              
              6,687Cash,
      end of year
              
              $
              1,168,620
              
              
              $
              2,479,799
              
              
              $
              1,168,620




8




FIRSTGOLD
CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS
 For
the Three Months Ended April 30, 2008 and 2007
 and
for the Period from January 1, 1995 to April 30, 2008
  Supplemental
      cash flow information for the three months ended April 30, 2008 and 2007
      and January 1, 1995 through April 30, 2008 as follows:For
      the PeriodFrom
      January 1,For the Three Months Ended
      April 30,
              
              
              1995
      to April2008
              
              
              2007
              
              
              
              30,
      2008Cash
      paid for interest
              
              $
              -
              
              
              $
              -
              
              
              $
              161,107Cash
      paid for income taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -Non
      Cash Investing and Financing Activities:Conversion
      of related party note payable to commonstock,
      including interest payable of $446,193
              
              $
              -
              
              
              $
              244,678
              
              
              $
              2,093,573Conversion
      of convertible debentures to common stock,including
      interest of $217,151
              
              $
              3,186,203
              
              
              $
              1,173,406
              
              
              $
              4,359,609Issuance
      of warrants as financing costs in connectionwith
      convertible debt
              
              $
              -
              
              
              $
              173,114
              
              
              $
              2,093,573Issuance
      of common stock as payment forsettlement
      of liabilities
              
              $
              -
              
              
              $
              206,375
              
              
              $
              2,093,573
































9


FIRSTGOLD CORP.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


For
the Three Months Ended April 30, 2008








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 Chief Operating Officer of
Firstgold.





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





NOTE
2 - GOING CONCERN





These
financial statements have been prepared on a going concern
basis.  During the years ended January 31, 2008 and 2007 and the
period from January 1, 1995 to January 31, 2008, Firstgold incurred net losses
of approximately $7,632,537, $4,728,070,  and $30,449,347,
respectively.  In addition, Firstgold has been in the exploration
stage since inception and through April 30, 2008.  Information for the
three months ended April 30, 2008 include a net loss of $2,595,314 negative cash
flows from operations of $4,302,491 and an accumulated shareholders’ surplus of
$10,290,340.  The Company's ability to continue as a going concern is
dependent upon its ability to generate profitable operations in the future
and/or to obtain the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due.  The outcome of these matters cannot be predicted with any
certainty at this time.  Since inception, the Company has satisfied
its capital needs by issuing equity and debt securities.





Management
plans to continue to provide for its capital needs during the year ending
January 31, 2009 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, 2008.
 
 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.





10


Restricted
Cash
 Restricted
cash represents a certificate of deposit with Umpqua Bank to serve as collateral
for a reclamation bond with the Nevada Department of Environmental Protection at
the Relief Canyon Mine.
 
 Deferred Reclamation
Costs
 In August
2001, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset
Retirement Obligations,” which established a uniform methodology for accounting
for estimated reclamation and abandonment costs.  The statement was
adopted February 1, 2003.  The reclamation costs will be allocated to
expense over the life of the related assets and will be adjusted for changes
resulting from the passage of time and revisions to either the timing or amount
of the original present value estimate.
 
 Prior to
adoption of SFAS No. 143, estimated future reclamation costs were based
principally on legal and regulatory requirements.  Such costs related
to active mines were accrued and charged over the expected operating lives of
the mines using the UOP method based on proven and probable
reserves.  Future remediation costs for inactive mines were accrued
based on management’s best estimate at the end of each period of the
undiscounted costs expected to be incurred at a site.  Such cost
estimates included, where applicable, ongoing care, maintenance and monitoring
costs.  Changes in estimates at inactive mines were reflected in
earnings in the period an estimate was revised.
 
 Valuation of Derivative
Instruments
 FAS
No. 133 "Accounting for Derivative Instruments and Hedging Activities" requires bifurcation of
embedded derivative instruments and measurement of their fair value for
accounting purposes. In determining the appropriate fair value, the Company uses
the Black Scholes model as a valuation technique.  Derivative
liabilities are adjusted to reflect fair value at each period end, with any
increase or decrease in the fair value being recorded in results of operations
as Adjustments to Fair Value of Derivatives. In addition, the fair values of
freestanding derivative instruments such as warrants are valued using Black
Scholes models.




Revenue
Recognition


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




Risks Associated with Gold
Mining


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





Comprehensive
Income


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





Estimates


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





Loss Per
Share


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





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




11




2008
            
            
            2007Warrants
            
            
            47,455,918
            
            
            
            39,500,976Stock
      options
            
            
            5,421,038
            
            
            
            3,750,000





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 was recorded at $11,014,975 and $1,305,914 at April 30, 2008 and
2007, respectively.  Depreciation expense was $105,187 and $24,789 for
the three months ended April 30, 2008 and 2007, respectively





NOTE
5 - NOTES PAYABLE





Notes
payable consist of the following at April 30, 2008:





Equipment
      notes payable
            
            $
            60,298The
      first note does not bear any interest and is due in December
      2010.  The second note bears interest at 8.6% and is due June
      2011.  The loans are secured by a Caterpillar loader and
      backhoe.Insurance
      premium note payable
            
            
            55,966The
      note bears interest at 5.6%, is payable in monthly installments of$6,218
      and is due February 2009.Total
      notes payable
            
            $
            116,264





Firstgold
recorded interest expense of $34,605 and $247,959 for the three months ended
April 30, 2008 and 2007, respectively.





NOTE
6 – CONVERTIBLE DEBENTURES





September 26, 2006
Convertible Debenture


On
September 26, 2006, Firstgold entered into a Securities Purchase Agreement (the
“Purchase Agreement”) and other agreements,as amended on November 1, 2006,
in connection with the private placement of convertible debentures, in the
aggregate principal amount of $3,000,000 and bearing interest at 8% per annum
(the “Debenture”).  The Debentures were funded $1,000,000 on September
26, 2006, $1,000,000 upon the filing of a resale registration statement with the
SEC on December 1, 2006 and $1,000,000 on March 15, 2007.  Of the
$1,000,000 funded on September 26, 2006, $120,000 was paid for various loan fees
and closing costs; of the $1,000,000 funded December 1, 2006, $90,000 was paid
for various loan fees and closing costs; and of the $1,000,000 funded March 19,
2007, $90,000 was paid for various loan fees and closing
costs.




12


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.





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 $0.405 per
share.  The Debentures are due and payable three years from the date
of issue unless they are converted into shares of the Company’s common stock or
are repaid prior to their expiration date.  Additionally, the
investors were issued warrants to purchase an aggregate of 746,843 shares of
Firstgold common stock exercisable at $0.45 per warrant.  The warrants
were issued as financing costs and total deferred financing cost of $173,114 was
recorded in relation to this debt.





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 April 30,
2008.  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 April 30, 2008, 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.





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).




13


In late
March, 2008 the parties reached a settlement agreement and the case was
dismissed by the Court on April 4, 2008.  As a result of the
Settlement, Firstgold paid $150,000 to Plaintiffs and Firstgold, ASDi LLC and
Crescent Red Caps LLC relinquished all right, title and interest in the Red Caps
and Crescent Valley leases to the Plaintiffs.  Consequently, Firstgold
no longer has any interest in these leases and will not pursue any further
exploration activity on such leased property.




On
September 24, 2007, a complaint was served on Firstgold by Swartz Private
Equity, LLC.  The complaint was filed in the District Court for the
Western District of New York (Case No. 07CV6447).  In the complaint,
plaintiff alleges that pursuant to an Investment Agreement dated October 4,
2000, and entered into with Firstgold’s former management, it is entitled to the
exercise of certain warrants in the amount of 1,911,106 shares of Firstgold
common stock or the equivalent cash value of $0.69 per share and a termination
fee of $200,000.  Firstgold filed an answer to the complaint on
December 3, 2007 and expects to vigorously defend this action.  The
lawsuit is now in the discovery phase.




On
January 30, 2008, a complaint was served on Firstgold by Park Avenue Consulting
Group, Inc.  The complaint was filed in the Supreme Court of the State
of New York but was subsequently removed to the Federal District Court for the
Southern District of New York (Case No. 08CV01850).  In the complaint,
plaintiff alleges that pursuant to a Retainer Agreement entered into on
September 1, 2000, it is entitled to $100,000in retainer fees,
$43,874 in expenses, and 850,000 shares of common stock during the term of the
agreement.  Firstgold is currently evaluating this lawsuit and 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
February 2008 warrants to purchase 250,000 shares of common stock were exercised
at an average exercise price of $0.25 per share.




In
February 2008 Firstgold received proceeds of $3,450,975 upon the issuance of
Units consisting of 5,309,193 shares of common stock and warrants to purchase
2,654,460 shares of common stock at an exercise price of $0.80 per
share.   The warrants have a term of 18 months.





In March
2008 Firstgold received proceeds of $4,261,822 upon the issuance of Units
consisting of 6,556,650 shares of common stock and warrants to purchase
3,278,325 shares of common stock at an exercise price of $0.80 per
share.   The warrants have a term of 18 months.





In April
2008 Firstgold received proceeds of $330,100 upon the issuance of Units
consisting of 507,846 shares of common stock and warrants to purchase 253,923
shares of common stock at an exercise price of $0.80 per
share.   The warrants have a term of 18 months.





In April
2008 warrants to purchase 200,000 shares of common stock were exercised at an
exercise price of $0.50 per share.




14


Warrants


The fair
market value of warrants issued during the three months ended April 30, 2008 in
conjunction with the issuance of common stock was determined to be $1,498,387
and was calculated under the Black-Scholes option pricing model with the
following assumptions used:





Expected
      life
            1.5
      yearsRisk
      free interest rate
            1.53%
      to 2.19%Volatility
            63.39%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, 2008 through April
30, 2008:




Number
              of
Shares
            
            
            Weighted-
              Average
              Exercise
              PriceOutstanding,
      January31, 2008
            
            
            39,507,146
            
            
            $
            0.47Exercised
            
            
            (450,000
            )
            
            $
            (0.36
            )Granted
            
            
            8,398,772
            
            
            $
            0.80Outstanding,
      April 30, 2008
            
            
            47,455,918
            
            
            $
            0.53Exercisable,
      April 30, 2008
            
            
            47,455,918
            
            
            $
            0.53




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. 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).





15


The
Company adopted SFAS 123(R) using the modified prospective transition method as
of and for the three months ended April 30, 2008. In accordance with the
modified prospective transition method, the Company’s financial statements for
prior periods have not been restated to reflect, and do not include, the impact
of SFAS 123(R). Share-based compensation expense recognized is based on the
value of the portion of share-based payment awards that is ultimately expected
to vest. Share-based compensation expense recognized in the Company’s Statement
of Operations during the three months ended April 30, 2008 includes
compensation expense for share-based payment awards granted during the current
fiscal year.





In
conjunction with the adoption of SFAS 123(R), the Company elected to attribute
the value of share-based compensation to expense using the straight-line method.
Share-based compensation expense related to stock options and restricted stock
grants was $59,311 for the three months ended April 30, 2008, and was recorded
in the financial statements as operating expense.





For the
three months ended April 30, 2008 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, 63.4%; risk-free interest rates of 1.77% to 2.19%; 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, 2008
            
            
            4,650,000
            
            
            $
            0.61
            
            
            $
            0Granted
            
            
            771,038
            
            
            $
            0.68
            
            
            $
            0Exercised
            
            
            0
            
            
            $
            0.00Cancelled
            
            
            0
            
            
            $
            0.00Outstanding
      as of April 30, 2008
            
            
            5,421,038
            
            
            $
            0.62
            
            
            $
            0Exercisable
      as of April 30, 2008
            
            
            2,137,500
            
            
            $
            0.55
            
            
            $
            0











16


Additional
information regarding options outstanding as of April 30, 2008 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$0.35
            
            
            
            250,000
            
            8.75
            
            $
            0.35
            
            
            
            125,000
            
            
            $
            0.35$0.50
            
            
            
            2,150,000
            
            8.40
            
            $
            0.50
            
            
            
            1,700,000
            
            
            $
            0.50$0.65-$0.70
            
            
            
            2,021,038
            
            9.15
            
            $
            0.66
            
            
            
            1,317,760
            
            
            $
            0.66$0.85
            
            
            
            750,000
            
            9.50
            
            $
            0.85
            
            
            
            375,000
            
            
            $
            0.85$0.94
            
            
            
            250,000
            
            9.50
            
            $
            0.94
            
            
            
            62,500
            
            
            $
            0.945,421,038
            
            8.9
            
            $
            0.62
            
            
            
            3,580,260
            
            
            $
            0.60





The
weighted-average grant-date fair value of options granted during the three
months ended April 30, 2008 was $0.68. At April 30, 2008 there was $418,447 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 April 30, 2008, 4,578,962 shares were available for future
grants under the Stock Option Plan.





NOTE
9 – SUBSEQUENT EVENT





In May
2008, Firstgold issued a convertible debenture in the principal amount of
$1,000,000 and bearing interest of 10% per annum.  The Debenture and
accrued interest are convertible into shares of Firstgold common stock at a
conversion rate of $0.80 per share.  The Debentures are due and
payable 20 months 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 1,100,000 shares of Firstgold common stock exercisable at $0.80 per
warrant.























17


ITEM
2.MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OFOPERATIONS





Caution
About Forward-Looking Statements





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





Overview





We are an
exploration-stage company engaged in the acquisition, exploration and, if
warranted, development of various mining properties located in the State of
Nevada.  We are currently conducting a comprehensive exploration and
development program on various mineral leases associated with our Relief Canyon
Mine property located near Lovelock, Nevada. Since February 1, 2007 we have
completed drilling 83 reverse circulation drill holes .  We have also
drilled a total of  57 sonic holes 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
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.





On
January 11, 2008 we secured claims on approximately 2,300 acres of potentially
mineralized ground near Fairview, Nevada referred to as the Fairview-Hunter
property.  We are conducting preliminary sampling of the
area.  During the course of the property evaluation, rock chip samples
were collected.  The next phase of this project will be to conduct
extensive mapping of the area’s bedrock geology.




18


Additionally,
we plan to conduct an airborne geophysical survey to map the magnetic character
of the rocks.  Geochemical exploration efforts will continue with more
rock chip sampling as well as an in-depth soil sampling survey.




On
February 22, 2008, we secured claims on approximately 3,300 acres of potentially
mineralized ground north of Winnemucca, Nevada referred to as the Honorine Gold
property.  We are conducting preliminary sampling of the
area.  During the course of the property evaluation, rock chip samples
were collected.  The next phase of this project will be to conduct
extensive mapping of the area’s bedrock geology.  Additionally, we
plan to conduct an airborne geophysical survey to map the magnetic character of
the rocks.  Geochemical exploration efforts will continue with more
rock chip sampling as well as an in-depth soil sampling survey.







Plan
of Operations for the Next Twelve Months





Certain
key factors and objectives 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 mill site and
      unpatented mining claims contained in about 1,000 acres of the Relief
      Canyon Property; the 25,000 acre Antelope Peak property; and approximately
      4,200 acres in the Horse Creek area of
Nevada.




●
            Our
      operating plan is to continue exploration work on the Relief Canyon mining
      property during calendar 2008.    During 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, royalty arrangements and partnerships, we
      intend to progressively enlarge the scope and scale of our exploration,
      mining and processing operations, thereby potentially increasing our
      chances of locating commercially viable ore deposits which could increase
      both our annual revenues and ultimately our net profits.  Our
      objective is to achieve annual growth rates in revenue and net profits for
      the foreseeable future.




●
            We
      expect to make capital expenditures in calendar years 2008 and 2009 of
      between $5 million and $10 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
      Horse Creek,  Antelope Peak, Fairview-Hunter and Honorine Gold
      properties when and if such activity is commenced at these 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.




19




●
            Completion
      of the ore processing facility at the Relief Canyon site and installation
      of a new jaw crushing unit.




●
            Completion
      of a state-of-the-art mineral assay laboratory being installed in 10,000
      square feet of leased space outside of Lovelock,
  Nevada.




Results
of Operation





Our
current business strategy is to invest in, explore and if warranted, conduct
mining operations of our current mining properties and other mineral producing
properties.  Firstgold is a public company that in the past has been
engaged in the exploration, acquisition and development of gold-bearing
properties in the continental United States.  Currently, our principal
assets include various mineral leases associated with the Relief Canyon Mine
located near Lovelock, Nevada along with various items of mining equipment and
improvements located at that site.  We have also entered into (i) a
mineral lease to explore approximately 25,000 acres of property located in Elko
County, Nevada; ii) the staking of approximately 4200 acres of property located
in Humboldt County, Nevada; (iii) claims to explore 2300 acres of property
located near Fairview, Nevada; and (iv) mineral leases on 3300 acres of property
located near Winnemucca, Nevada.




Operating Results for the
Fiscal Quarters EndedApril
30, 2008 and
2007





Although
we commenced efforts to re-establish our mining business early in fiscal year
2004, no mining operations have commenced and no revenues from mining operations
have been recognized during the quarters ended April 30, 2008 and 2007,
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 first quarter of
fiscal year 2009 we recognized revenue of $275,793 from the leasing of drill
rigs and crew to other nearby mining operations.





During
the quarter ended April 30, 2008 we spent $1,391,411 for exploration,
reclamation and maintenance expenses related to our mining
properties.  Reclamation and maintenance expenses expended during the
same quarter ended April 30, 2007 were $126,681.  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
significant exploration drilling.  During
the quarter ended April 30, 2008 we expended approximately $56,250 on
preliminary exploration activities at the Antelope Peak, Horse Creek,
Fairview-Hunter and Honorine Gold properties.  We incurred
operating expenses of $1,466,154 during the quarter ended April 30,
2008.  Of this amount, $78,299 reflects promotion expense, $228,460
reflects officer and director compensation during the quarter and $394,378
reflect fees for outside professional services.  $259,798 of the
outside professional services reflects legal costs associated with the
litigation involving the Crescent Red Caps LLC.    We
incurred operating expenses of $985,685 during the quarter ended April 30,
2007.  Of this amount, $222,933 reflects outside director compensation
expense, $188,769 reflects promotion expense, $93,500 reflects officer
compensation and related payroll taxes during the quarter and $124,533 reflect
fees for outside professional services.


















20


A large
portion of the outside professional services reflects legal and accounting work
pertaining to our annual and quarterly reporting on Form 10-KSB and Form 10-QSB
occurring in fiscal year 2008 as well as the preparation and filing of a Form
SB-2.  It is anticipated that both mining costs and operating expenses
will increase significantly as we continue our exploration program and prepare
for mining operations.





We
incurred interest expense of $34,606 during the quarter ended April 30, 2008
which compares to interest expenses of $247,959 incurred during the same quarter
of 2007.  The principal balance of loans outstanding during the first
quarter of fiscal year 2009 decreased by $2,827,609 to $950,797 compared to a
principal balance of $3,778,406 outstanding at the end of the first quarter of
fiscal year 2008, which was primarily the result of a decrease in convertible
debentures.  The decrease in interest expense during the quarter ended
April 30, 2008 was primarily due to the decrease in the principal balance of
loans outstanding during the period offset by 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 April 30, 2008 decreased to $2,595,314 compared
to a net loss of $2,977,614 incurred for the same quarter ended April 30,
2007.  The larger net loss in the first quarter of fiscal 2008
reflects the increase in the adjustment to fair value of derivatives of
$1,623,255.  In addition, the decrease in net loss for the quarter ended
April 30, 2008 reflects the net sales revenue recognized during the quarter
compared to no revenues recorded in the same quarter of 2007.





Liquidity
and Capital Resources





We have
incurred significant operating losses since inception and during the three
months ended April 30, 2008 which has resulted in an accumulated deficit of
$33,986,454 as of April 30, 2008.  At April 30, 2008, we had cash and
other current assets of $1,897,342 compared to $1,125,613 at January 31, 2008
and net working capital of $­­­412,145 as of April 30,
2008.  Since the resumption of our business in February 2003, we have
been dependent on borrowed or invested funds in order to finance our ongoing
operations.  As of April 30, 2008, we had outstanding debentures and
notes payable in the gross principal amount of $950,797 (net balance of $817,624
after $(148,480) of deferred financing costs) which reflects a decrease in the
gross principal balance of $2,827,609 compared to notes payable in the gross
principal amount of $3,778,406, (net balance of $5,958,845 after $(2,365,659) of
note payable discount and deferred financing costs and $4,546,098 of derivative
liabilities) as of April 30, 2007.





By
attempting to resume mining operations, we will require approximately $5 million
to $10 million in working capital above the amounts realized during calendar
year 2008 to bring the Relief Canyon Mine into full production and carry out
planned exploration on our other properties.  We believe we have
sufficient working capital to fund our current business plan for Relief
Canyon.  However, should additional funds become necessary, our
intention would be to pursue several possible funding opportunities including
the sale of additional securities, entering into joint venture arrangements, or
incurring additional debt.


























21


Due to
our continuing losses from business operations, the independent auditor’s report
dated May 15, 2008, 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 April 30, 2008, Firstgold’s principal commitments
included its obligation to pay ongoing maintenance fees on 146 unpatented mining
claims, the annual minimum rent due on the Winchell Ranch  mineral
lease and mortgage payments relating to its offices in Lovelock,
Nevada.





It is
likely that we will need to raise additional capital to fund the long-term or
expanded development, promotion and conduct of our mineral
exploration.  Due to our limited cash flow, operating losses and
limited assets, it is unlikely that we could obtain financing through commercial
or banking sources.  Consequently, any future capital requirements
will be dependent on cash infusions from our major stockholders or other outside
sources in order to fund our future operations.  Although we believe
that our creditors and investors would continue to fund Firstgold’s expenses if
such became necessary based upon their significant debt and/or equity interest
in Firstgold, there is no assurance that such investors would continue to pay
our expenses in the future.  If adequate funds are not available in
the future, through public or private financing as well as borrowing from other
sources, Firstgold might not be able to establish or sustain its mineral
exploration or mining program.




Recent financing
Transactions





During
February, March and April of 2008, Firstgold received gross proceeds of
$8,042,897 upon the private placement of Units consisting of 12,373,689 shares
of common stock and warrants to purchase 6,186,845 shares of common stock at an
exercise price of $0.80 per share.   The warrants have a term of
18 months.





On May 1,
2008, we issued a Convertible Debenture in the principal amount of $1,100,000
and bearing interest or 10% per annum. The transaction included the issuance of
warrants to purchase 1,100,000 shares of Firstgold common stock at an exercise
price of $1.00 per share.




Off-Balance Sheet
Arrangements





During
the fiscal quarter ended April 30, 2008, Firstgold did not engage in any
off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation
S-B.





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.















22


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





(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.





















23


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
4T.         CONTROLS AND
PROCEDURES
  Disclosure
Controls and Procedures.
  Firstgold
maintains a set of disclosure controls and procedures designed to ensure that
information required to be disclosed in reports that it files or submits under
the Securities and Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms.  In addition, the disclosure controls and procedures
ensure that information required to be disclosed is accumulated and communicated
to management, including the chief executive officer (CEO) and the chief
financial officer (CFO), allowing timely decisions regarding required
disclosure.  As discussed in Firstgold’s Annual Report on
Form 10-KSB for the year ended January 31, 2008, based on evaluation
carried out by the CEO and CFO, of the effectiveness of our disclosure controls
and procedures, the CEO and CFO have concluded that Firstgold’s disclosure
controls and procedures are ineffective.
  Changes
in Internal Control Over Financial Reporting.
 
 Firstgold
is in the process of developing and implementing remediation plans to address
our material weaknesses. Management has taken the following actions described
below to improve the internal controls over financial
reporting.
 Improve
  period-end closing procedures by ensuring that account reconciliations
  and analyses for significant financial statement accounts are prepared on a
  timely basis and reviewed for completeness and accuracy by qualified
  accounting personnel.
          Hire
  additional qualified accounting personnel to create an improved segregation of
  duties environment.
          Implement
  a new mining industry based accounting and financial reporting software
  system to address the expansion of Firstgold’s
  business.


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.  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).  The complaint
sought the termination of the leasehold rights granted to ASDi, LLC and quiet
title and punitive damages. In late March 2008, the parties reached a settlement
agreement and the case was dismissed by the Court on April 4,
2008.
















24




As a
result of the Settlement, Firstgold paid $150,000 to Plaintiffs and Firstgold,
ASDi, LLC and Crescent Red Caps LLC relinquished all right, title and interest
in the Red Caps and Crescent Valley leases to the
plaintiffs.  Consequently, Firstgold no longer has any interest in
these leases and will not pursue any further exploration activity on such leased
property.




On
January 30, 2008, a complaint was served on Firstgold by Park Avenue Consulting
Group, Inc. The complaint was filed in the Supreme Court of the State of New
York but was subsequently removed to the Federal District Court for the Southern
District of New York (Case No. 08CV01850). Firstgold filed an Answer on April
15, 2008 and on May 5, 2008 filed a Counterclaim seeking reimbursement of all
costs of this lawsuit. Firstgold expects to vigorously defend this
action.







ITEM 1A. 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 an
exploration stage company with no proven mineral reserves, we may not be able to
prove viable mineral reserves or achieve positive cash flows and our limited
history of operations makes evaluation of our future business and prospects
difficult.  We reactivated our business operations in early 2003 and
we have not generated any revenues, other than leasing certain of our drill rigs
and crew for short periods of time, since our reactivation.  As a
result, we have only a limited operating history upon which to evaluate our
future potential performance.  Our prospects must be considered in
light of the risks and difficulties encountered by companies which have not yet
established their mining operations.





We will
need additional funds to finance our future mining and exploration
activities.  We currently have cash reserves and a working capital
surplus of $412,146 as of April 30, 2008.  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.






















25


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
current independent certified public accountants have expanded their opinion
contained in our financial statements as of and for the years ended January 31,
2008, and 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
15, 2008, that “the Company has incurred a net loss of $7,632,537 and had
negative cash flow from operations of $4,832,217.  In addition, the
Company had an accumulated deficit of $31,391,142 and a shareholders’ surplus of
$5,174,290 at January 31, 2008.”  These factors, among others, as
discussed in “Note 2- Going Concern” to the financial statements, raise
substantial doubt about our ability to continue as a going
concern.  The auditors recognize that the cash flow uncertainty makes
their basic assumptions about value uncertain.  When it seems
uncertain whether an asset will be used in a “going concern” or sold at auction,
the auditors assume that the business is a “going concern” for purposes of all
their work, and then they disclose that there is material uncertainty about that
assumption.  It is 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; inflation affecting the US
dollar and a slow recovery from the global economic slump.  Any
significant drop in the price of gold may have a materially adverse affect on
the results of our operations unless we are able to offset such a price drop by
substantially increased production.





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





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



























26




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,
Fairview-Hunter and Honorine Gold properties, 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.  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 or leasehold 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 not 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.  We carry
insurance against certain property damage loss (including business interruption)
and comprehensive general liability insurance.  While we maintain
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.





As of May
1, 2008, Firstgold had approximately 130,717,460 shares of Common Stock
outstanding and options and warrants to purchase a total of 52,195,756 shares of
our Common Stock were outstanding as of May 1, 2008.  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.





ITEM 2. UNREGISTERED SALES OF
EQUITY SECURITIES
 
 During
February, and March of 2008, Firstgold issued a total of 12,019,843 units at a
price of $0.65 per unit.  Each unit consisted of one share of
Firstgold common stock and 1⁄2 warrant to purchase a share of Firstgold common
stock at an exercise price of $0.80 per share.  Firstgold raised gross
proceeds of $7,712,797 from the same of the units.  From this amount,
Firstgold paid a Selling Agent Fee of $539,896 and issued 1,201,984 broker
warrants to the Selling Agent as compensation units.  The warrants
expire eighteen (18) months from the date of issuance. These units were offered
and sold exclusively to individuals residing or entities formed outside the
United States and were not deemed to be “U.S. persons” as that term is defined
under Regulation S.  Each investor represented that it was purchasing
such shares for its own account.  Both the offer and the sale of the
Firstgold shares were made outside the United States and were deemed to be
“offshore transactions” as that term is defined under Regulation S under the
Securities Act of 1933 (the “Securities Act”).  The share certificates
contain a legend indicating that such shares can only be transferred in
compliance with the provisions of Regulation S. In light of the foregoing, such
sales were deemed exempt from registration pursuant to Regulation S of the
Securities Act.  The shares were deemed to be “restricted shares” as
defined in Rule 144 under the Securities Act.
 In April
2008, Firstgold issued 707,846 units at a price of $0.65 per
unit.  Each unit consisted of one share of Firstgold common stock and
1⁄2 warrant to purchase a share of Firstgold common stock at an exercise price of
$0.80 per share.  The warrants expire (18) months from the date of
issuance.  Firstgold raised gross proceeds of $460,100 from the sale
of the units and paid a finder’s fee of $32,207.The
issuance of stock and warrants were made without any public solicitation to a
limited number of investors or related individuals or entities.  Each
investor represented to us that the securities were being acquired for
investment purposes only and not with an intention to resell or distribute such
securities.  Each of the individuals or entities had access to
information about our business and financial condition and was deemed capable of
protecting their own interests.  The stock and warrants were issued
pursuant to the private placement exemption provided by Section 4(2) and
Regulation D there under or Section 4(6) of the Securities Act.  These
are deemed to be “restricted securities” as defined in Rule 144 under the
Securities Act and the warrant certificates and stock certificates bear a legend
limiting the resale thereof.





27




ITEM 5. OTHER
INFORMATION





In
January 2008, Firstgold filed an application to become listed on the Toronto
Stock Exchange (“TSX”).  This application had been pending with the
TSX while Firstgold satisfied various listing requirements, including securing
additional capital.  Subsequent to the end of the first fiscal
quarter, on May 12, 2008, the TSX approved Firstgold’s application for listing
its common shares and, effective May 14, 2008, Firstgold’s shares became listed
for trading under the symbol “FGD”.  Firstgold’s common stock
continues to be listed for trading on the OTC Bulletin Board market under the
symbol “FGOC”.





During
the quarter ended April 30, 2008, Firstgold adopted a 401k retirement savings
plan. The Plan is available to all Firstgold employees and is voluntary. The
Plan does not provide for any matching or other contributory obligation by
Firstgold. Firstgold will pay the administrative costs of implementing and
operating the Plan.


ITEM 6. EXHIBITS
 
 10.22
              Employment Agreement for Stephen
      Akerfeldt.
 10.23
              Revised Employment Agreement for A. Scott
      Dockter.
 10.24
              Voting Trust and Escrow Agreement for A. Scott
      Dockter.
 10.25
              Form of Subscription Agreement for Regulation S
      offering in February 2008.10.26
              Convertible Debenture Dated May 1,
      2008
 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










28




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:
      June 23, 2008
                By:
                /s/ Stephen
      AkerfeldtStephen
      Akerfeldt, Chief Executive Officer/s/
      James KluberJames
      Kluber, Principal Accounting Officer and Chief Financial Officer