fc_10ksba-80131.htm
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB/A
Amendment
No. 2
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
|
For
the Fiscal Year Ended
|
|
Commission
File Number
|
|
January
31, 2008
|
|
0-20722
|
FIRSTGOLD
CORP.
|
Delaware
|
|
16-1400479
|
|
(State
of Incorporation)
|
|
(I.R.S.
Employer Identification)
|
Principal
Executive Offices:
3108
Ponte Morino Drive, Suite 210
Cameron
Park, CA 95682
(530)
677-5974
Securities
registered pursuant to Section 12(b) of the Exchange Act:
|
Title of Each Class
|
Name of Each Exchange on Which
Registered
|
|
None
|
None
|
Securities
registered pursuant to Section 12(g) of the Exchange Act:
|
|
Title of Each
Class
|
|
Common
Stock
|
$0.001
Par Value
|
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
The
issuer’s revenues for its most recent fiscal year were $551,279.
As of May
1, 2008 the aggregate value of the voting stock held by non-affiliates of the
Registrant, computed by reference to the average of the bid and ask price on
such date was approximately $59,417,972 based upon the closing price of $0.49
per share.
As of May
1, 2008, the Registrant had outstanding 130,717,460 shares of common
stock.
Transitional
Small Business Disclosure
Format: Yes [ ] No [X]
Documents
Incorporated by Reference
|
Certain
exhibits required by Item 13 have been incorporated by reference from
Firstgold’s previously filed Form 8-K’s, Form 10-QSB and Form
10-KSB.
|
TABLE
OF CONTENTS
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Page
of
Report
|
| |
|
| EXPLANATORY
NOTE |
II
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| |
|
| PART II |
1
|
|
ITEM
7. FINANCIAL STATEMENTS
|
1
|
| |
|
| SIGNATURES |
2
|
EXPLANATORY
NOTE
This
Amendment No. 2 to the Registrant’s Form 10-KSB (this “Amendment”) amends our
Annual Report on Form 10-KSB for the fiscal year ended January 31, 2008 (the
“2008 Form 10-KSB”) originally filed on May 15, 2008 (the “Original
Filing”). We are filing this Amendment to include a revised Audit
Report for the January 31, 2008 year-end financial statements. The
revised Audit Report clarifies that the year-end audit did not include, and was
not required to include, an accountant’s opinion on the effectiveness of the
Registrant’s internal controls over financial reporting. The
financial statements remain unchanged.
Except
with respect to this change, this Form 10-KSB/A does not attempt to modify or
update any other disclosures set forth in the original 2008 Form 10-KSB filing
as previously amended on May 30, 2008. Additionally, this Form
10-KSB/A does not purport to provide a general update or discussion of any other
developments in the Registrant’s business subsequent to the Original
Filing.
PART
II
ITEM
7. FINANCIAL STATEMENTS
FIRSTGOLD
CORP.
FINANCIAL
STATEMENTS
FOR
THE YEARS ENDED
JANUARY
31, 2008 AND 2007
| INDEX TO FINANCIAL
STATEMENTS |
|
| |
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-1
|
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors and Shareholders
Firstgold
Corp.
We have
audited the balance sheets of Firstgold Corp. (a development stage company) (the
“Company”) as of January 31, 20078 and 2007, and the related statements of
operations, comprehensive loss, shareholders' deficit, and cash flows for each
of the two years in the period ended January 31, 2008 and the period from
January 1, 1995 to January 31, 2008. These financial statements are
the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Firstgold Corp. as of January 31,
2008, and the results of its operations and its cash flows for each of the two
years in the period ended January 31, 2008, and the period from January 1, 1995
to January 31, 2008 in conformity with accounting principles generally accepted
in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has incurred a net loss of $7,632,537 and had
negative cash flow from operations of $4,832,217. In addition, the
Company had an accumulated deficit of $31,391,142 and a shareholders’ surplus of
$5,174,290 at January 31, 2008. These factors, among others, as
discussed in Note 2 to the financial statements, raise substantial doubt about
the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
HUNTER
& RENFRO, LLP
Sacramento,
California
May 15,
2008
SIGNATURES
In accordance with Section 13 or 15 (d)
of the Exchange Act, the registrant caused this second amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.
| |
FIRSTGOLD
CORP. |
|
| |
|
|
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Date:
July 18, 2008
|
By:
|
/s/ Stephen
Akerfeldt |
|
| |
|
Stephen
Akerfeldt |
|
| |
|
Chief
Executive Officer |
|
| |
|
|
|
In
accordance with the Exchange Act, this second amended report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
| Signature |
Title
|
Date |
| |
|
|
| |
|
|
| /s/ Stephen
Akerfeldt |
Chairman of the
Board
|
July 18,
2008 |
| Stephen
Akerfeldt |
and Chief Executive
Officer
|
|
| |
|
|
| |
|
|
| /s/ James W.
Kluber |
Secretary and Chief
Financial Officer
|
July 17,
2008 |
| James W.
Kluber |
(Principal Financial
& Accounting Officer)
|
|
| |
|
|
| |
|
|
| /s/ Terrence
Lynch |
Director
|
July 18,
2008 |
| Terrence
Lynch |
|
|
| |
|
|
| |
|
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| /s/ Donald
Heimler |
Director
|
July 18,
2008 |
| Donald
Heimler |
|
|
| |
|
|
| |
|
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| /s/ Fraser
Berrill |
Director
|
July 21,
2008 |
| Fraser
Berrill |
|
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|
Director
|
July __,
2008 |
|
Kevin
Bullock
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