fc_10qa-80430.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q/A
Amendment
No. 1
[X] QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
FOR
THE QUARTERLY PERIOD ENDED APRIL 30, 2008
Commission
File Number 0-20722
FIRSTGOLD
CORP.
(Exact
name of small business issuer as specified in its charter)
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DELAWARE
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16-1400479
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(State
of other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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3108
Ponte Morino Drive, Suite 210
Cameron
Park, CA
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95682
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(Address
of Principal Executive Offices)
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Zip
Code
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Issuer's
telephone number:
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(530) 677-5974
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Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days:
YES X NO
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check One):
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Large
accelerated filer
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Accelerated
filer
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Non-accelerated
filer
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Smaller
reporting company X
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Indicate
by checkmark whether the registrant is a shell company (as defined by Rule 12b-2
of the Exchange Act)
YES NO X
Common
stock, $0.001 par value, 130,845,543 issued and outstanding as of May
30, 2008.
INDEX
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Page
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EXPLANATORY
NOTE
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PART
I - FINANCIAL
INFORMATION
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3
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ITEM
4T. CONTROLS AND
PROCEDURES
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4
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PART
II - OTHER INFORMATION
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ITEM
6. EXHIBITS
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5
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EXPLANATORY
NOTE
This
Amendment No.1 to the Registrant’s Form 10-Q (this “Amendment”) amends our
Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2008 (the
“4/30/08 Form 10-Q”) originally filed on June 23, 2008 (the “Original
Filing”). We are filing this Amendment to include a revised Item 4(T)
regarding Firstgold’s internal controls and procedures relating to its financial
reporting. The revised disclosure clarifies the framework under which
Firstgold determined its current controls and procedures to be ineffective and
the reasons for such finding, the impact this had on its financial reporting
obligations, what remedial action has been taken and the cost and timeframe
anticipated to reestablish the effectiveness of these controls and
procedures. The financial statements remain unchanged.
Except
with respect to this change, this Form 10-Q/A does not attempt to modify or
update any other disclosures set forth in the Original
Filing. Additionally, this Form 10-Q/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.
Disclosure Controls and
Procedures.
Firstgold
maintains a set of disclosure controls and procedures designed to ensure that
information required to be disclosed in reports that it files or submits under
the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. In addition, the disclosure
controls and procedures ensure that information required to be disclosed is
accumulated and communicated to management, including the chief executive
officer (CEO) and the chief financial officer (CFO), allowing timely decisions
regarding required disclosure. We carried out an evaluation under
the supervision and with the participation of management, including our CEO and
CFO, 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
Exchange Act as of the end of the quarter covered by this
report. Based upon that evaluation, our CEO and CFO concluded that
our disclosure controls and procedures are ineffective 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
As
described more fully in our Annual Report on Form 10-KSB for the year ended
January 31, 2008, our management periodically assesses our internal controls
over financial reporting based upon the criteria set forth in the Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (the “COSO Framework”). Based on this assessment,
including testing, our management determined that as of January 31, 2008 and as
of April 30, 2008 we had the following material weaknesses in our internal
control over financial reporting:
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1.
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Deficiencies
in Segregation of Duties. Firstgold lacked adequate segregation of duties
in our financial reporting process, as our CFO serves as our only
qualified internal accounting and financial reporting personnel, and as
such, performs substantially all accounting and financial reporting
functions with the assistance of an inexperienced internal
accountant.
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2.
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Deficiencies
in Firstgold’s financial reporting process controls. We did not
consistently prepare and review account reconciliations and analyses for
significant financial statement accounts on a timely
basis.
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To
address and remediate these material weaknesses, we implemented the following
changes to our internal controls over financial reporting during the period
covered by this report:
For the
material weakness concerning deficiencies in segregation of duties, we created
the position of Operations Controller and hired an experienced accounting
professional to fill the position.
For the
material weakness concerning deficiencies in the financial reporting process, we
have developed the following remediation plan that will enhance our current
policies and procedures. All material accounts are now reconciled on
a timely basis. We have purchased and begun implementation of new
financial accounting and reporting software and expect the implementation to be
completed by the end of fiscal 2009.
With the
new Operations Comptroller and this software being fully implemented and
operational, we expect our controls and procedures over financial reporting to
be effective during the next fiscal quarter.
No
changes to our financial statements as filed with the SEC have been required as
a result of the ineffectiveness of our previously identified internal disclosure
controls and procedures.
Other
than the items identified above, during the quarter covered by this report,
there was no change in Firstgold’s internal control over financial reporting
that has materially affected, or is reasonably likely to materially effect, the
Company’s internal control over financial reporting.
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.
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FIRSTGOLD
CORP.
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Dated:
October 9, 2008
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/s/
Stephen Akerfeldt
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Stephen
Akerfeldt, Chief Executive Officer
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/s/
James Kluber
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James
Kluber, Principal Accounting Officer and Chief Financial
Officer
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