UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC  20549




FORM
      10-QSB





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


SECURITIES
      EXCHANGE ACT OF 1934


FOR
      THE
      QUARTERLY PERIOD ENDED APRIL 30, 2007





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


EXCHANGE
      ACT FOR THE TRANSITION PERIOD FROM


_______________
      to _______________





Commission
      File Number **0-20722**





FIRSTGOLD
      CORP.


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








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





Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
      (or for such shorter period that the issuer was required to file such reports),
      and (2) has been subject to such filing requirements for the past 90 days: YES X NO
      ___





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


YES ___ NO X





Common
      stock, $0.001 par value, 87,727,722 issued and outstanding as of May 31,
      2007.





Transitional
      Small Business Disclosure Format: Yes ___ No X













INDEX


**Page**PART
                I - FINANCIAL INFORMATIONITEM
                1. FINANCIAL STATEMENTS
            3ITEM
                2.MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN
                OF  OPERATIONS
            19ITEM
                3. CONTROLS AND PROCEDURES
            29PART
                II - OTHER INFORMATIONITEM
                1. LEGAL PROCEEDINGS
            30ITEM
                2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                PROCEEDS
            30ITEM
                6. EXHIBITS
            30





























2


**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1.   FINANCIAL
      STATEMENTS**




**FIRSTGOLD
      CORP.**


**INDEX
      TO UNAUDITED FINANCIAL STATEMENTS**








**Page**Condensed
                Balance Sheet as of April 30, 2007 (Unaudited)
              and
                for fiscal year ended January 31, 2007
                (Audited)
            4Condensed
                Statements of Operations for the three months ended
              April
                30,
                2007 and 2006 (Unaudited)
            6Condensed
                Statements of Cash Flows for the three months
              ended
                April
                30, 2007 and 2006 (Unaudited)
            7Notes
                to Unaudited Financial Statements
            11


































3


**FIRSTGOLD
      CORP.**


**(AN
      EXPLORATION STAGE COMPANY)**


**BALANCE
      SHEET**








**April
                30,**
            
            
            **January
                31,****2007**
            
            
            **2007****(unaudited)****ASSETS****Current
                assets:**Cash
            
            $
            2,479,799
            
            
            $
            150,647Travel
                advance
            
            
            14,737
            
            
            
            114,737Deposits
            
            
            7,368
            
            
            
            7,368Prepaid
                expense
            
            
            135,240
            
            
            
            140,000Total
                current assets
            
            
            2,637,144
            
            
            
            412,752**Property,
                plant and equipment**, net of accumulated depreciation of
              $45,639
                and $20,850 at April 30, and January 31, 2007,
                respectively
            
            
            1,260,275
            
            
            
            928,029**Other
                Assets**Restricted
                cash
            
            
            674,850
            
            
            
            250,981Deferred
                reclamation costs
            
            
            641,026
            
            
            
            641,026Total
                other assets
            
            
            1,315,876
            
            
            
            892,007**Total
                assets**
            
            **$**
            **5,213,295**
            
            
            **$**
            **2,232,788**


**LIABILITIES
          AND SHAREHOLDERS' DEFICIT**





**Current
                liabilities**Accounts
                payable
            
            $
            674,588
            
            
            $
            598,788Accrued
                expenses
            
            
            1,253,394
            
            
            
            1,198,174Notes
                payable
            
            
            128,406
            
            
            
            130,249Total
                current liabilities
            
            
            2,056,388
            
            
            
            1,927,211**Long-term
                liabilities**Convertible
                debenture and related derivative liabilitiesnet
                of unamortized discount of $456,225 and $402,135 and
                deferredfinancing
                costs of $1,909,434 and $1,382,642 at April 30, andJanuary
                31, 2007, respectively
            
            
            5,830,439
            
            
            
            3,110,344Accrued
                reclamation costs
            
            
            641,026
            
            
            
            641,026Deferred
                revenue
            
            
            800,000
            
            
            
            800,000Total
                long-term liabilities
            
            
            7,271,465
            
            
            
            4,551,370Total
                liabilities
            
            
            9,327,853
            
            
            
            6,478,581






4


**FIRSTGOLD
      CORP.**


**(AN
      EXPLORATION STAGE COMPANY)**


**BALANCE
      SHEET**








**April
                30,**
            
            
            **January
                31,****2007**
            
            
            **2007****Commitments
                and contingencies****Shareholders'
                deficit**Common
                stock, $0.001 par value250,000,000
                shares authorized at January 31, 2007 and 200677,839,601
                and 68,104,072 shares issued and outstanding atJanuary
                31, 2007 and 2006, respectively
            
            
            86,637
            
            
            
            77,839Additional
                paid in capital
            
            
            22,536,334
            
            
            
            19,434,973Deficit
                accumulated during the development stage
            
            
            (26,737,529
            )
            
            
            (23,758,605
            )Total
                shareholders' deficit
            
            
            (4,114,558
            )
            
            
            (4,245,793
            )**Total
                liabilities and shareholders' deficit**
            
            **$**
            **5,213,295**
            
            
            **$**
            **2,232,788**





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


**FIRSTGOLD
      CORP.**


**(AN
      EXPLORATION STAGE COMPANY)**


**STATEMENTS
      OF
      OPERATIONS**


**For
      the Three Months Ended April 30,
      2007 and 2006**


**and
      for the Period from January 1, 1995 to April 30, 2007**




**For
                  the Period**
                **From
                  January 1,**
              ********
              ****
              **For
                  the Three Months Ended April 30,**
              ****
              ****
              ****
              **1995
                  to April**
              ********
              ****
              **2007**
              ****
              ****
              **2006**
              ****
              ****
              ****
              **30,
                  2007****Net
                  sales**
              
              $
              -
              
              
              $
              -
              
              
              $
              -**Exploration
                  and maintenance costs**
              
              
              126,681
              
              
              
              69,510
              
              
              
              2,021,009**Gross
                  loss**
              
              
              (126,681
              )
              
              
              (69,510
              )
              
              
              (2,021,009
              )**Operating
                  expenses**
              
              
              (985,685
              )
              
              
              (247,729
              )
              
              
              (16,853,509
              )**Loss
                  from operations**
              
              
              (1,112,366
              )
              
              
              (317,239
              )
              
              
              (18,874,518
              )**Other
                  income (expense)**Interest
                  income
              
              
              5,966
              
              
              
              -
              
              
              
              92,718Dividend
                  income
              
              
              -
              
              
              
              -
              
              
              
              30,188Other
                  income
              
              
              -
              
              
              
              -
              
              
              
              6,565Adjustments
                  to fair value of
                  derivatives
              
              
              (1,623,255
              )
              
              
              (290,847
              )
              
              
              (2,277,166
              )Interest
                  expense
              
              
              (247,959
              )
              
              
              (85,990
              )
              
              
              (3,253,971
              )Loss
                  from joint
                  venture
              
              
              -
              
              
              
              -
              
              
              
              (859,522
              )Loss
                  on sale of marketable
                  securities
              
              
              -
              
              
              
              -
              
              
              
              (281,063
              )Bad
                  debt
                  expense
              
              
              -
              
              
              
              -
              
              
              
              (40,374
              )Loss
                  on disposal of plant,
                  property
                and
                  equipment
              
              
              -
              
              
              
              -
              
              
              
              (334,927
              )Loss
                  on disposal of
                  bond
              
              
              -
              
              
              
              -
              
              
              
              (21,000
              )Total
                  other income
                  (expense)
              
              
              (1,865,248
              )
              
              
              (376,837
              )
              
              
              (6,919,903
              )**Net
                  loss**
              
              **$**
              **(2,977,614**
              **)**
              
              **$**
              **(694,078**
              **)**
              
              **$**
              **(25,794,424**
              **)****Basic
                  and diluted loss per share**
              
              **$**
              **(0.04**
              **)**
              
              **$**
              **(0.01**
              **)****Basic
                  and diluted weighted-average**
                **shares
                  outstanding**
              
              ****
              **80,160,412**
              
              
              ****
              **68,356,881**
  The
              accompanying notes are an integral part of these financial
              statements
 6




**FIRSTGOLD
                CORP.****(AN
                EXPLORATION STAGE COMPANY)****STATEMENTS
                OF CASH FLOWS****For
                the Three Months Ended April 30, 2007 and 2006****and
                for the Period from January 1, 1995 to April 30,
                2007****For
                the Period**
            ********
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            **From
                January 1,**
            ********
            ****
            **For
                the Three Months Ended April 30,**
            ****
            ****
            **1995
                to April**
            ********
            ****
            **2007**
            ****
            ****
            **2006**
            ****
            ****
            ****
            **30,
                2007****Cash
                flows from operating activities**Net
                loss
            
            $
            (2,977,614
            )
            
            $
            (694,078
            )
            
            $
            (25,794,424
            )Adjustments
                to reconcile net loss to net cashused
                in operating activitiesAccretion
                of warrants issued as a debt discount
            
            
            10,553
            
            
            
            -
            
            
            
            1,298,328Accretion
                of beneficial conversion
            
            
            -
            
            
            
            -
            
            
            
            107,468Accretion
                of debt discount
            
            
            150,931
            
            
            
            54,629
            
            
            
            402,603Adjustments
                to  fair value of derivatives
            
            
            1,623,255
            
            
            
            290,847
            
            
            
            2,277,167Loss
                from joint
                venture
            
            
            -
            
            
            
            -
            
            
            
            859,522Loss
                on sale of marketable securities
            
            
            -
            
            
            
            -
            
            
            
            281,063Depreciation
                and amortization
            
            
            39,649
            
            
            
            9,086
            
            
            
            228,534Loss
                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
            
            
            
            -
            
            
            
            2,123,954Assigned
                value of stock options issued for compensation
            
            
            27,063
            
            
            
            
            
            
            
            76,774Gain
                on write off of note payable
            
            
            -
            
            
            
            -
            
            
            
            (7,000
            )Judgment
                loss accrued
            
            
            -
            
            
            
            -
            
            
            
            250,000(Increase)
                decrease inRestricted
                cash
            
            
            (423,869
            )
            
            
            -
            
            
            
            (674,850
            )Travel
                advance
            
            
            100,000
            
            
            
            (4,392
            )
            
            
            (10,737
            )Deposits
            
            
            -
            
            
            
            -
            
            
            
            4,500Deferred
                reclamation costs
            
            
            -
            
            
            
            -
            
            
            
            (194,742
            )Prepaid
                expenses
            
            
            4,760
            
            
            
            -
            
            
            
            (138,140
            )Reclamation
                bonds
            
            
            -
            
            
            
            -
            
            
            
            185,000Other
                assets
            
            
            -
            
            
            
            -
            
            
            
            (1,600
            )Increase
                (decrease) inAccounts
                payable
            
            
            75,800
            
            
            
            (141,223
            )
            
            
            393,628Accrued
                expenses
            
            
            55,220
            
            
            
            (59,060
            )
            
            
            1,809,050Net
                cash used by operating activities
            
            
            (1,130,319
            )
            
            
            (544,189
            )
            
            
            (11,155,713
            )**Cash
                flows from investing activities**Proceeds
                from sale of marketable securities
            
            
            -
            
            
            
            -
            
            
            
            34,124Investment
                in marketable securities
            
            
            -
            
            
            
            -
            
            
            
            (315,188
            )Advances
                from shareholder
            
            
            -
            
            
            
            -
            
            
            
            7,436Contribution
                from joint venture partner
            
            
            -
            
            
            
            -
            
            
            
            775,000Purchase
                of joint venture partner interest
            
            
            -
            
            
            
            -
            
            
            
            (900,000
            )Capital
                expenditures
            
            
            (357,035
            )
            
            
            (32,287
            )
            
            
            (4,257,422
            )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
            
            
            (357,035
            )
            
            
            (32,287
            )
            
            
            (4,867,267
            )**Cash
                flows from financing activities**Proceeds
                from the issuance of common stock
            
            
            2,908,349
            
            
            
            100,000
            
            
            
            11,118,890Proceeds
                from notes payable
            
            
            910,000
            
            
            
            180,000
            
            
            
            9,306,048Principal
                repayments of notes payable
            
            
            (1,843
            )
            
            
            (5,000
            )
            
            
            (2,497,183
            )Repayment
                of advances to affiliate
            
            
            -
            
            
            
            -
            
            
            
            (231,663
            )Deferred
                revenue
            
            
            -
            
            
            
            -
            
            
            
            800,000Net
                cash provided by financing activities
            
            
            3,816,506
            
            
            
            275,000
            
            
            
            18,496,092Net
                increase in cash
            
            
            2,329,152
            
            
            
            (301,476
            )
            
            
            2,473,112**Cash,
                beginning of year**
            
            
            150,647
            
            
            
            700,224
            
            
            ****
            **6,687****Cash,
                end of year**
            
            **$**
            **2,479,799**
            
            
            **$**
            **398,749**
            
            
            **$**
            **2,479,799**




The
        accompanying notes are an integral part of these financial
        statements


7





**FIRSTGOLD
                CORP.****(AN
                EXPLORATION STAGE COMPANY)****STATEMENTS
                OF CASH FLOWS****For
                the Three Months Ended April 30, 2007 and 2006****and
                for the Period from January 1, 1995 to April 30,
                2007****Supplemental
                cash flow information for the three months ended April 30, 2007 and
                2006
                and January 1, 1995****through
                April 30, 2007 as follows:****For
                the Period**
            ********
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            **From
                January 1,**
            ********
            ****
            **For
                the Three Months Ended April 30,**
            ****
            ****
            **1995
                to April**
            ********
            ****
            **2007**
            ****
            ****
            **2006**
            ****
            ****
            ****
            **30,
                2007**Cash
                paid for interest
            
            $
            -
            
            
            $
            -
            
            
            $
            161,107Cash
                paid for income taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -Non
                Cash Investing and Financing Activities:Conversion
                of related party note payable to common
              stock,including
                interest payable of $446,193
            
            $
            -
            
            
            $
            -
            
            
            $
            1,848,935Conversion
                of convertible debenture to common stock,
              including
                interest payable of $30,948
            
            $
            -
            
            
            $
            -
            
            
            $
            1,173,406Issuance
                of warrants as financing costs in connection
              with
                convertible debt
            
            $
            -
            
            
            $
            -
            
            
            $
            173,114Issuance
                of common stock as payment for settlement of liabilities
            
            $
            -
            
            
            $
            -
            
            
            $
            39,000








The
            accompanying notes are an integral part of these financial
            statements
 8


**FIRSTGOLD
      CORP.**


**(AN
      EXPLORATION STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**For
      the Three Months Ended April 30, 2007**







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





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





Firstgold
      has embarked on a business strategy whereby it will invest in and/or manage
      gold
      mining and other mineral producing properties.  Currently, Firstgold’s
      principal assets include various mineral leases associated with the
      Relief Canyon mine located near Lovelock, Nevada along with various items
      of mining equipment located at that site.  Firstgold’s business will
      be to acquire, explore and, if warranted, develop various mining properties
      located in the state of Nevada.  Firstgold plans to carryout
      comprehensive exploration and development programs on its
      properties.  While Firstgold may fund and conduct these activities
      itself, Firstgold’s current plan is to outsource most of these activities
      through the use of various joint venture, royalty or partnership arrangements
      pursuant to which other companies would agree to finance and carryout the
      exploration and development programs on Firstgold's mining
      properties.  Consequently, Firstgold's current plan will not require
      the hiring of significant amounts of mining employees but will require a smaller
      group of employees to monitor and/or supervise the mining and exploration
      activities of other entities in exchange for royalties or other revenue sharing
      arrangements.





**NOTE
      2 - GOING CONCERN**





These
      financial statements have been prepared on a going concern
      basis.  During the years ended January 31, 2007 and 2006 and the
      period from January 1, 1995 to January 31, 2007, Firstgold incurred net losses
      of approximately $4,728,070, $2,645,231, and $22,816,810,
      respectively.  In addition, Firstgold had a total shareholders’
deficit of $4,245,793 and has been in the exploration stage since inception
      and
      through January 31, 2007.  Information for the three months ended
      April 30, 2007 include a net loss of $2,977,614; negative cash flows from
      operations of $1,130,319 and an accumulated shareholders’ deficit of
      $26,737,529.  The Company's ability to continue as a going concern is
      dependent upon its ability to generate profitable operations in the future
      and/or to obtain the necessary financing to meet its obligations and repay
      its
      liabilities arising from normal business operations when they come
      due.  The outcome of these matters cannot be predicted with any
      certainty at this time.  Since inception, the Company has satisfied
      its capital needs by issuing equity securities.





9


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





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





Basis
      of Presentation


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





Exploration
      Stage Company


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





Cash
      and Cash Equivalents


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




Restricted
      Cash


Restricted
      cash represents a certificate of deposit with Wells Fargo 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.





10


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.





11


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




**2007**
            
            
            **2006**Warrants
            
            
            26,419,269
            
            
            
            21,274,583





Recent
      Accounting
      Pronouncements


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




**NOTE
      4 - PROPERTY AND EQUIPMENT**





Property
      and equipment at April 30, 2007 was recorded at $1,305,914 and consisted of
      $707,012 of site and pad costs and mining equipment at the Relief Canyon Mine,
      $306,815 in building cost in an office in Lovelock, NV and $292,087 of other
      property and equipment.  The Company had previously determined that
      the value of its fixed assets at the Relief Canyon Mine were permanently
      impaired and wrote off assets with a carrying value of $800,000.  When
      the Company can reestablish mining operations at Relief Canyon it is possible
      that some of these assets could be utilized in such operations.





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





A
      summary
      of property and equipment was as follows:




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


`

















12


**NOTE
      5 - NOTES PAYABLE**





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




Mortgage
              note payable
            
            $
            100,000The
                note bears interest at 10% per year and is due in January
                2008.  The loan is secured by a 3,000 square foot improved
                office building located in Lovelock, NV.Equipment
              note payable
            
            
            28,406The
                note does not bear any interest and is due in December
                2007.  The loan is secured by a Caterpillar loader.Total
              notes payable
            
            $
            128,406





Interest
      expense was $247,959, $85,990 and $3,253,971 for the three months ended April
      30, 2007 and 2006, and the period from January 1, 1995 to April 30, 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.  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.




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




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




13


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




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





·
            The
                Company allocated the proceeds received between convertible debt
                and the
                detachable warrants based upon the relative fair market values on
                the date
                the proceeds were received.·
            Subsequent
                to the initial recording, the change in the fair value of the detachable
                warrants, determined under the Black-Scholes option pricing formula,
                and
                the change in the fair value of the embedded derivative in the conversion
                feature of the convertible debentures were recorded as adjustments
                to the
                liabilities at April 30, 2007.


·
            $1,623,255
                of expense for the three months ended April 30, 2007 relating to
                the
                change in the fair value of the Company's stock reflected in the
                change in
                the fair value of the warrants and derivatives (noted above) is included
                as other income (expense).·
            Accreted
                interest of $150,931 for the three months ended April 30,
                2007.





The
      following table summarizes the various components of the convertible notes
      as of
      April 30, 2007:





Derivative
                liabilities
            
            $
            4,546,098Convertible
                debenture
            
            
            3,650,000Unamortized
                discount
            
            
            (456,225
            )Deferred
                financing costs
            
            
            (1,909,434
            )Total
                convertible debtand
                financing costs
            
            $
            5,830,439




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 $0.4735 per
      share.  The Debentures are due and payable three years from the date
      of issue unless they are converted into shares of the Company’s common stock or
      are repaid prior to their expiration date.  Additionally, the
      investors were issued warrants to purchase an aggregate of 746,843 shares of
      Firstgold common stock with 426,767 warrants exercisable at $0.45 per share
      and
      320,076 warrants exercisable at $0.60 per share.  The warrants expire
      four years from the date of issuance.  The warrants were issued as
      financing costs and total deferred financing cost of $173,114 was recorded
      in
      relation to this debt.





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





14


Relief
      Canyon Mine


Firstgold
      purchased the Relief Canyon Mine from J.D. Welsh Associates (“Welsh”) in January
      1995.  The mine consisted of 39 claims and a lease for access to an
      additional 800 acres contiguous to the claims. During 1997, Firstgold staked
      an
      additional 402 claims. Subsequent to January 31, 1998, Firstgold reduced the
      total claims to 50 (approximately 1,000 acres).  The annual payment to
      maintain these claims is $5,000.  As part of the original purchase of
      Relief Canyon Mine, Welsh assigned the lease from Santa Fe Gold Corporation
      (Santa Fe) to Firstgold. The lease granted Santa Fe the sole right of approval
      of transfer to any subsequent owner of the Relief Canyon Mine. Santa Fe had
      accepted lease and minimum royalty payments from Firstgold, but has declined
      to
      approve the transfer.  Due to Welsh’s inability to transfer the Santa
      Fe lease, the original purchase price of $500,000 for Relief Canyon Mine was
      reduced by $50,000 in 1996 to $450,000.





Subsequent
      to January 31, 1998, the lease was terminated by Santa Fe. Management believes
      loss of the Santa Fe lease will have no material adverse affect on the remaining
      operations of the mine operation or the financial position of
      Firstgold.





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





Crescent
      Red Caps Joint Venture


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





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





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





15


Litigation


On
      February 8, 2007, a complaint was filed against ASDi, LLC, Crescent Red Caps
      LLC, Firstgold, and Scott Dockter by the Lessors of the Crescent Valley and
      Red
      Caps mining properties.  The complaint was filed in the Sixth Judicial
      District Court of Lander County, Nevada (Case No. 9661). In the complaint the
      plaintiffs allege that ASDi, LLC wrongfully assigned its lessee rights in the
      Crescent Valley and Red Caps mining properties to Crescent Red Caps LLC (of
      which Firstgold is the Managing Member).  The complaint seeks the
      termination of the leasehold rights granted to ASDi, LLC and quiet title and
      damages. The complaint also seeks an order against Firstgold restricting public
      claims of ownership or control of the mining properties. ASDi, LLC and Firstgold
      do not believe the lease assignments were wrongful or even required the Lessors’
consent. Consequently, ASDi, LLC and Firstgold plan to vigorously defend this
      action. On April 3, 2007, a preliminary hearing was held in which the defendants
      sought a Summary Judgment to have the leasehold termination notices declared
      void.  The Court did not grant the defendants’ motions thus requiring
      the matter to proceed to trial on the merits. In addition, the Court has entered
      an injunction against public claims of ownership of the mining property by
      Firstgold.  Until this matter is resolved, Crescent Red Caps LLC
      and/or Firstgold has planned to expend limited funds on exploration
      expenses on the leased properties.




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





**NOTE
      8 - SHAREHOLDERS' DEFICIT**





Common
      Stock


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




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




In
      April
      2007 Firstgold received net proceeds of $2,374,200 upon the issuance of Units
      consisting of 5,673,110 shares of common stock and warrants to purchase
      2,836,555 shares of common stock at an exercise price of $0.65 per
      share.




Warrants


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





The
      fair
      market value of warrants issued during the three months ended April 30, 2007
      in
      conjunction with the issuance of common stock was determined to be $738,817
      and
      was calculated under the Black-Scholes option pricing model with the following
      assumptions used:




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





16


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





The
      following table presents warrant activity from January 31, 2007 through April
      30, 2007:




**Number
                of Shares**
            ****
            ****
            **Weighted-Average
                ExercisePrice**Outstanding,
              January 31, 2007
            
            
            26,592,866
            
            
            $
            0.32Exercised
            
            
            (3,577,463
            )
            
            $
            (0.17
            )Granted
            
            
            3,403,866
            
            
            $
            0.40Outstanding,
              April 30, 2007
            
            
            26,419,269
            
            
            $
            0.35Exercisable,
              April 30, 2007
            
            
            26,419,269
            
            
            $
            0.35





Stock
      options


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





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





The
      Company adopted SFAS 123(R) using the modified prospective transition method
      as
      of and for the three months ended April 30, 2007. In accordance with the
      modified prospective transition method, the Company’s financial statements for
      prior periods have not been restated to reflect, and do not include, the impact
      of SFAS 123(R). Share-based compensation expense recognized is based on the
      value of the portion of share-based payment awards that is ultimately expected
      to vest. Share-based compensation expense recognized in the Company’s Statement
      of Operations during the three months ended April 30, 2007includes compensation
      expense for share-based payment awards granted during the current fiscal
      year.





In
      conjunction with the adoption of SFAS 123(R), the Company elected to attribute
      the value of share-based compensation to expense using the straight-line method.
      Share-based compensation expense related to stock options and restricted stock
      grants was $206,601 for the three months ended April 30, 2007, and was recorded
      in the financial statements as operating expense.





17


For
      the
      three months ended April 30, 2007 the Company’s calculations were made using the
      Black-Scholes option pricing model with the following weighted average
      assumptions: expected life, 36 months following the grant date; stock
      volatility, 75.0%; risk-free interest rates of 4.09%; and no dividends during
      the expected term. As stock-based compensation expense recognized in the
      consolidated statement of operations pursuant to SFAS No. 123(R) is based
      on awards ultimately expected to vest, expense for grants beginning upon
      adoption of SFAS No. 123(R) on February 1, 2006 will be reduced for
      estimated forfeitures. SFAS No. 123(R) requires forfeitures to be estimated
      at the time of grant and revised, if necessary, in subsequent periods if actual
      forfeitures differ from those estimates. Forfeitures are estimated based on
      historical experience.





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




**Weighted
                Ave.**
            
            
            **Aggregate****#
                of Shares**
            
            
            **Exercise
                Price**
            
            
            **Intrinsic
                Value**Outstanding
                as of January 31, 2007
            
            
            2,350,000
            
            
            $
            0.46
            
            
            $
            0Granted
            
            
            750,000
            
            
            $
            0.47
            
            
            $
            0Exercised
            
            
            0
            
            
            $
            0Cancelled
            
            
            0
            
            
            $
            0Outstanding
                as of October 31, 2006
            
            
            3,100,000
            
            
            $
            0.51
            
            
            $
            0Exercisable
                as of October 31, 2006
            
            
            650,000
            
            
            $
            0.53
            
            
            $
            0





Additional
      information regarding options outstanding as of October 31, 2006 is as
      follows:




**Options
                outstanding**
            
            **Options
                exercisable****Weighted
                average**
            
            **Weighted**
            
            
            
            **Weighted****Range
                of**
            
            
            
            **remaining**
            
            **average**
            
            
            
            **average****exercise**
            
            **Number**
            
            **contractual**
            
            **exercise**
            
            **Number**
            
            **exercise****prices**
            
            **outstanding**
            
            **life
                (years)**
            
            **price**
            
            **exercisable**
            
            **price**$0.16
                — $0.35
            
            450,000
            
            2.25
            
            $0.24
            
            112,500
            
            $0.24$0.50
            
            1,900,000
            
            2.00
            
            $0.50
            
            725,000
            
            $0.50$0.65
            
            750,000
            
            1.00
            
            $0.65
            
            375,000
            
            $0.653,100,000
            
            2.75
            
            $0.47
            
            1,212,500
            
            $0.52





The
      weighted-average grant-date fair value of options granted during the three
      months ended April 30, 2007 was $0.65. At April 30, 2007 there was $207,306
      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, 2007, 2,100,000 shares were available for future
      grants under the Stock Option Plan.




**NOTE
      9 - RELATED PARTY TRANSACTIONS**





Prepayment
      of Airplane Time from Officer


In
      December 2006 Firstgold purchased 600 hours of airplane usage from the Chairman
      and Chief Executive Officer of Firstgold for $120,000 at a rate of $200 per
      hour.  The airplane is to be used by Firstgold for commuting to and
      from Nevada to the various mine sties and the Lovelock, NV
      office.  Based on current market rental rates for similar planes
      Firstgold believes that the current market hourly rate is substantially above
      its contract rate of $200 per hour.  During the quarter ended April
      30, 2007 $4,760 of airplane time was used by Firstgold.




Advance
      to Officer


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





18




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




**Caution
      About Forward-Looking Statements**





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





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





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




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




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




·
            Our
                proposed exploration of properties now include 146 millsite and unpatented
                mining claims contained in about 1000 acres of the Relief Canyon
                Property
                and the 35,000 acre Antelope Peak
                property.




·
            Our
                operating plan is to commence exploration work on the Relief Canyon
                mining
                property during 2007.  We expect this exploration program to
                continue through the end of 2007.  During 2007, we plan to
                resume heap leaching at the Relief Canyon mine and we anticipate
                realizing
                production revenue from the Relief Canyon mine
                thereafter.  Through the sale of additional securities and/or
                the use of joint ventures, 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 2007, 2008
                and 2009
                of between $10 million and $15 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.




19




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




**Results
      of Operation**





Our
      current business strategy is to invest in, explore and if warranted, conduct
      mining operations of our current mining properties and other mineral producing
      properties.  Firstgold is a public company that in the past has been
      engaged in the exploration, acquisition and development of gold-bearing
      properties in the continental United States.  Currently, our principal
      assets include various mineral leases associated with the Relief Canyon Mine
      located near Lovelock, Nevada along with various items of mining equipment
      and
      improvements located at that site.  We have also entered into (i) a
      joint venture intended to allow exploration of additional mining properties
      located in Lander County, Nevada (and currently subject to litigation) and
      (ii)
      a mineral lease to explore approximately 35,000 acres of property located in
      Elko County, Nevada.




Operating
      Results for the Fiscal Quarters Ended April 30, 2007 and 2006




Although
      we commenced efforts to re-establish its mining business early in fiscal year
      2004, no mining operations have commenced and no revenues have been recognized
      during the quarters ended April 30, 2007 and 2006, respectively.  We
      have granted a 4% net smelting return royalty to a third party related to the
      Relief Canyon mining property which has been recorded as an $800,000 deferred
      option income.





During
      the quarter ended April 30, 2007 we spent $126,681 exploration, reclamation
      and
      maintenance expenses related to our mining properties.  Reclamation
      and maintenance expenses expended during the same quarter ended April 30, 2006
      were $69,510.  These expenses relate primarily to maintenance and
      retention costs required to maintain our mining claims.  The increase
      in costs was due to extensive refurbishment at the Relief Canyon mine and the
      resumption of exploration drilling.  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.  A large portion of the outside professional
      services reflects legal and accounting work pertaining to our annual and
      quarterly reporting on Form 10-KSB and Form 10-QSB occurring in fiscal year
      2008
      as well as our filed Form SB-2.  During the quarter ended April 30,
      2006 we incurred operating expenses of $247,729 of which $93,500 represented
      officer compensation and related payroll taxes and $138,864 reflected fees
      for
      outside professional services.  It is anticipated that both mining
      costs and operating expenses will increase significantly as we resume our
      exploration program and mining operations.





We
      incurred interest expense of $247,959 during the quarter ended April 30, 2007
      which compares to interest expenses of $85,990 incurred during the same quarter
      of 2006.  The principal balance of loans outstanding during the first
      quarter of fiscal year 2008 increased by $2,525,772 compared to first quarter
      of
      fiscal year 2007, which was primarily the result of an increase in convertible
      debentures.  The increase in additional interest expense during the
      quarter ended April 30, 2007 was primarily due to the increase in the principal
      balance of loans outstanding.




20


In
      conjunction with the Convertible Debenture issued on March 16, 2007, we
      allocated the proceeds received between convertible debt and the detachable
      warrants based upon the relative fair market values on the date the proceeds
      were received.  Subsequent to the initial recording, the change in the
      fair value of the detachable warrants, determined under the Black-Scholes option
      pricing formula, and the change in the fair value of the embedded derivative
      in
      the conversion feature of the convertible debentures are recorded as adjustments
      to the liabilities at April 30, 2007.  This resulted in $1,623,255 of
      expense relating to the change in the fair value of Firstgold’s stock reflected
      in the change in the fair value of the warrants and derivatives (noted above)
      and is included as other income (expense).





Our
      total
      net loss for the quarter ended April 30, 2007 increased to $2,977,614 compared
      to a net loss of $694,078 incurred for the same quarter ended April 30,
      2006.  The larger net loss in the first quarter of fiscal 2008
      reflects the income effect of the adjustment to fair value of derivatives and
      higher interest expense as well as the increase in operating expenses as we
      reactivate our mining activities and a continued lack of revenues recognized
      during the quarter.





**Liquidity
      and Capital Resources**





We
      have
      incurred significant operating losses since inception and during the three
      months ended April 30, 2007 which has resulted in an accumulated deficit of
      $26,737,529 as of April 30, 2007.  At April 30, 2007, we had cash and
      other current assets of $2,637,144 compared to $412,752 at January 31, 2007
      and
      net working capital of $580,756.  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, 2007, we had
      outstanding debentures and 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)
      which reflects an increase in the gross principal balance of $2,525,772 compared
      to notes payable in the gross principal amount of $1,252,634, (net balance
      of
      $1,050,594 after $735,668 of note payable discount and deferred financing costs
      and $533,628 of derivative liabilities) as of April 30, 2006.





In
      January 2006 we made a cash deposit of $243,204 in a blocked account to cover
      future reclamation costs as required by the Nevada Division of Environmental
      Protection for the Relief Canyon Mine.  On March 28, 2007 we provided
      the United States Department of the Interior, Bureau of Land Management with
      a
      letter of credit which is secured by a certificate of deposit in the amount
      of
      $613,500.  On April 12, 2007 the Nevada Division of Environmental
      Protection returned the $243,204 previously held in the blocked
      account.





On
      September 26, 2006, we entered into a Securities Purchase Agreement (the
“Purchase Agreement”) and other agreements, which were amended on November 1,
      2006, with Cornell Capital Partners LP 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 “Debentures”).  The Debentures
      were issued for $1,000,000 on September 26, 2006, $1,000,000 on December 1,
      2006
      and $1,000,000 on March 16, 2007.  Each Debenture has a three (3) year
      term from the date of issue unless they are converted into shares of Firstgold
      Common Stock or are repaid prior to the expiration dates.  The
      conversion rate is adjustable and at any conversion date, will be the lower
      of
      the Fixed Conversion Price of $0.4735 per share or 95% of the Market Conversion
      Price.  Subsequent to the end of the first quarter, the Fixed
      Conversion Price was reduced to $0.45 per share.  Consequently, the
      number of shares of Firstgold Common Stock into which the Debentures may be
      converted will never be less than 6,666,667 shares but could be substantially
      more if the average market price of Firstgold’s Common Stock falls below
      $0.45.




21


Firstgold
      paid a Commitment Fee to Cornell Capital Partners, LP of 9% of gross proceeds
      or
      a total of $270,000.  Firstgold also paid Yorkshire Advisors, LLC (an
      affiliate of Cornell Capital Partners) a due diligence fee of $5,000 and a
      Structuring Fee of $20,000.  Net proceeds to Firstgold from this
      financing were approximately $2,705,000.





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





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





Due
      to
      our continuing losses from business operations, the independent auditor’s report
      dated May 16, 2007, includes a “going concern” explanation relating to the fact
      that Firstgold’s continuation is dependent upon obtaining additional working
      capital either through significantly increasing revenues or through outside
      financing.  As of April 30, 2007, Firstgold’s principal commitments
      included its obligation to pay ongoing maintenance fees on 78 unpatented
      mining claims, the funding arrangement pursuant to the joint venture with ASDi,
      LLC and the annual minimum rent due on the Winchell Ranch mineral
      lease.





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





22


Off-Balance
      Sheet Arrangements




During
      the fiscal quarter ended April 30, 2007, Firstgold did not engage in any
      off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation
      S-B.





**Factors
      Affecting Future Operating Results**





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





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





We
      will
      need additional funds to finance our mining and exploration activities as well
      as fund our current operations.  We currently have limited cash
      reserves and a working capital of $580,756 as of April 30,
      2007.  Consequently, our ability to meet our long-term obligations in
      the ordinary course of business is dependent upon our ability to raise
      additional capital through public or private equity financings, establish
      increasing cash flow from operations, enter into joint ventures or other
      arrangements with capital sources, or secure other sources of financing to
      fund
      operations.





Our
      prior
      and current independent certified public accountants have expanded their opinion
      contained in our financial statements as of and for the years ended January
      31,
      1997, through January 31, 2007 to include an explanatory paragraph related
      to
      our ability to continue as a going concern, stating, in the audit report dated
      May 16, 2007, that “the Company has incurred a net loss of $4,728,073 and had
      negative cash flow from operations of $2,397,495.  In addition, the
      Company had an accumulated deficit of $23,758,605 and a shareholders’ deficit of
      $4,245,793 at January 31, 2007.”  These factors, among others, as
      discussed in “Note 2- Going Concern” to the financial statements, raise
      substantial doubt about the Company’s ability to continue as a going
      concern.  The auditors recognize that the cash flow uncertainty makes
      their basic assumptions about value uncertain.  When it seems
      uncertain whether an asset will be used in a “going concern” or sold at auction,
      the auditors assume that the business is a “going concern” for purposes of all
      their work, and then they disclose that there is material uncertainty about
      that
      assumption.  It is definitely a consequence of our negative cash flows
      from operations that we continually need additional cash.  At any
      time, a serious deficiency in cash flows could occur and it is not always
      possible or convenient to raise additional capital.  A problem in
      raising capital could result in temporary or permanent insolvency and
      consequently potential claims by unpaid creditors and perhaps closure of the
      business.  All of these things are possibilities.  It is
      certain, in any case, that analysts and investors view unfavorably any report
      of
      independent auditors expressing substantial doubt about a company's ability
      to
      continue as a going concern.





23


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





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





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





Our
      mining property rights consist of 78 mill site and unpatented mining claims
      at
      the Relief Canyon Mine, our interest in the Crescent Red Caps LLC and our
      leasehold interest in the Antelope Peak property.  The validity of
      unpatented mining claims is often uncertain and is always subject to
      contest.  Unpatented mining claims are generally considered subject to
      greater title risk than patented mining claims, or real property interests
      that
      are owned in fee simple.  In addition, the validity of the lease
      assignments pertaining to the Crescent Valley and Red Caps properties are
      currently being contested by the lessors.  If title to a particular
      property is successfully challenged, we may not be able to carryout exploration
      programs on such property or to retain our royalty interests on that property
      should production take place, which could reduce our future
      revenues.





24


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





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





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





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





As
      of May
      31, 2007, Firstgold had approximately 87,727,722 shares of Common Stock
      outstanding and convertible debentures which are convertible into up to
      8,111,111 shares of our Common Stock.  Additionally, warrants to
      purchase a total of 26,794,271 shares of our Common Stock were outstanding
      as of
      May 31, 2007.  Furthermore, up to an additional 10,000,000 shares of
      Common Stock could become issuable to the convertible debenture holders if
      a
      default were to occur.  The possibility that substantial amounts of
      our outstanding Common Stock may be sold by investors or the perception that
      such sales could occur, often called "equity overhang," could adversely affect
      the market price of our Common Stock and could impair our ability to raise
      additional capital through the sale of equity securities in the
      future





25


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





**Critical
      Accounting Policies**





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





Exploration
      Stage Company





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





Valuation
      of long-lived assets





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





26


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





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





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





(c)
            significant
                negative industry or economic
                trends.




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





Deferred
      Reclamation Costs





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





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





Exploration
      Costs





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





27


Mine
      Development Costs





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





Reclamation
      Costs





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





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




Valuation
      of Derivative Instruments




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




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.










28


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





Disclosure
      Controls and Procedures.





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





Changes
      in Internal Control Over Financial Reporting.





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








































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**PART
      II - OTHER INFORMATION**





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





On
      April
      3, 2007, a preliminary hearing was held regarding the Belaustegui v. ASDi
      LLC lawsuit in which the defendants sought a Summary Judgment to have two
      leasehold termination notices relating to the Crescent Valley and Red Caps
      leases declared void.  The Court did not grant the defendants’ motions
      thus requiring the matter to proceed to trial on the merits.  In
      addition, on May 11, 2007 the Court entered an injunction against public claims
      of ownership of the two mining properties by defendants.  Until this
      matter is resolved, Crescent Red Caps LLC and/or Firstgold will make limited
      expenditures on exploration expenses on the leased properties.





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




**Sales
      of Unregistered Securities During the Quarter**





As
      previously reported on Form 8-K, on April 12, 2007, Firstgold sold 5,673,110
      Units at $0.45 per Unit.  Each Unit consisted of one share of
      Firstgold common stock and 1/2 warrant to purchase an additional share of
      Firstgold common stock at an exercise price of $0.65 per share.  The
      warrants expire 18 months from the date of issuance.  The Units were
      offered and sold exclusively to individuals residing or entities formed outside
      the United States and are not deemed to be “U.S. persons” as that term is
      defined under Regulation S.  Each investor represented that it is
      purchasing such Units for its own account.  Both the offer and the sale of
      the Firstgold Units were made outside the United States and are deemed to be
      “offshore transactions” as that term is defined under Regulation S.  The
      share certificates and warrant agreements contain a legend indicating that
      such
      shares and warrants can only be transferred in compliance with the provisions
      of
      Regulation S.  In light of the foregoing, such sales were deemed exempt
      from registration pursuant to Regulation S of the Securities Act of 1933 (the
      “Securities Act”). The shares are deemed to be “restricted securities” as
      defined in Rule 144 under the Securities Act.




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





During
      the quarter ended April 30, 2007 Firstgold’s president exercised options to
      purchase 2,340,013 shares of Firstgold common stock at an exercise price of
      $0.15 per share.





On
      March
      28, 2007 the Board approved the issuance of options to purchase 250,000 shares
      of Firstgold common stock to each of its three independent
      directors.  The options have an exercise price of $0.65 per share and
      a 10 year term.  The options were issued from the 2006 Stock Option
      Plan.





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





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





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





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





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





30


**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
                19, 2007**
            By:
            /s/ SCOTT
              DOCKTERA.
                Scott Dockter, President and Chief Executive Officer/s/ JAMES
              KLUBERJames
                Kluber, Principal Accounting Officer and Chief Financial
                Officer



























31