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SEC
1344
(05/06)
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Persons
who potentially are to respond to the collection of information contained
in this form are not required to respond unless the form displays
a
currently valid OMB control number.
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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OMB
APPROVAL
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OMB
Number: 3235-0058
Expires:
April
30, 2009
Estimated
average burden
hours
per response. . .2.50
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SEC
FILE NUMBER
0-20722
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CUSIP
NUMBER
33765W
10 5
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Check
One:
[
X ] Form 10-K [
] Form 20-F [
] Form 11-K [
] Form 10-Q [
] Form 10-D [
] Form N-SAR [
] Form N-CSR
For
Period Ended: January
31, 2007
[
] Transition Report on Form 10-K
[
] Transition Report on Form 20-F
[
] Transition Report on Form 11-K
[
] Transition Report on Form 10-Q
[
] Transition Report on Form N-SAR
For
the
Transition Period Ended:____________________
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Read
Instruction (on back page) Before Preparing Form. Please Print or
Type.
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Nothing
in this form shall be construed to imply that the Commission has
verified
any information contained herein.
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If
the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART
I -- REGISTRANT INFORMATION
FIRSTGOLD
CORP.
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Full
Name of Registrant
N/A
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Former
Name if Applicable
3108
Gabbert Drive, Suite 210
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Address
of Principal Executive Office (Street
and Number)
Cameron
Park, CA 95682
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City,
State and Zip Code
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PART
II -- RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort
or
expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the
following should be completed. (Check box if
appropriate)
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[
X ]
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(a)
The reasons described in reasonable detail in Part III of this form
could
not be eliminated without unreasonable effort or expense;
(b)
The subject annual report, semi-annual report, transition report
on Form
10-K, Form 20-F,11-K, Form N-SAR, or Form N-CSR or portion thereof,
will
be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on
Form
10-Q, or portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c)
has
been attached if applicable.
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PART
III - NARRATIVE
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State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q,
N-SAR, N-CSR or the transition report portion thereof, could not
be filed
within the prescribed time period. (Attach extra Sheets if
Needed)
Due
to the Registrant’s change of independent auditors, the Registrant
requires additional time to review and complete the audited financial
statements for its Form 10-KSB for its fiscal year ended January
31,
2007.
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PART
IV-- OTHER INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification
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Roger
D. Linn
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916
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558-6064
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2) Have
all other periodic reports required under Section
13 or
15(d)
of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed?
If answer is no, identify report(s). [ X]
Yes [
] No
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(3) Is
it anticipated that any significant change in results of operations
from
the corresponding period for the last fiscal year will be reflected
by the
earnings statements to be included in the subject report or portion
thereof?
[
]
Yes [ X ]
No
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If
so, attach an explanation of the anticipated change, both narratively
and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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FIRSTGOLD
CORP
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(Name
of Registrant as Specified in Charter)
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has
caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date:
April
30, 2007
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By:
/s/ JAMES
KLUBER
James
Kluber, Chief
Financial Officer
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