OMB APPROVAL

 

 

 

 

 

 

UNITED STATES

 

 

OMB Number:         3235-0058

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Expires:              May 31, 2012

 

Washington, D.C. 20549

 

 

Estimated average burden

 

 

 

 

hours per response . . . . . 2.50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SEC FILE NUMBER

 

 

 

 

 

 

FORM 12b-25

 

 

         0-20722

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP NUMBER

 

NOTIFICATION OF LATE FILING

 

 

 

 

 

 

 

33765W  10  5

 

 

 

(Check one):

o Form 10-K   o Form 20-F   o Form 11-K   x Form 10-Q   o Form 10-D   o Form N-SAR

 o Form N-CSR

 

 

 

 

 

For Period Ended:

  October 31, 2009

 

 

 

 

 

 

 

o

Transition Report on Form 10-K

 

o

Transition Report on Form 20-F

 

o

Transition Report on Form 11-K

 

o

Transition Report on Form 10-Q

 

o

Transition Report on Form N-SAR

 

For the Transition Period Ended: 

 

 

 

 

  

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

 

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 
 

 

PART I — REGISTRANT INFORMATION

 

  FIRSTGOLD CORP.

 

Full Name of Registrant

 

 
 

Former Name if Applicable

 

  1055 CORNELL AVENUE

 

Address of Principal Executive Office (Street and Number)

 

  LOVELOCK, NV 89419

 

City, State and Zip Code

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)

 

 

 

 

 

 

 

 

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

 


x

 

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 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 or transition report on Form 10-Q or subject distribution report on Form 10-D, 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.

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Due to the decreased cash flow and pending financings, the Registrant requires additional time to review and complete the financial statements for its Form 10-Q for its third fiscal quarter ended October 31, 2009.


 

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION


 

 

 

 

 

 

(1)

Name and telephone number of person to contact in regard to this notification

 

 

     Roger D. Linn

 

     916

 

          797-7436

 

  

 

  

 

  

 

(Name)        

 

(Area Code)

 

    (Telephone Number)

 

 

(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).          Yes x  No o

 

 

 

  

 

 

(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 o

 

 

 

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.

 

 
 


 

FIRSTGOLD CORP.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

Date

     December 15, 2009

 

By

/s/ James Kluber

 

  

 

 

  

 

 

 

 

James Kluber, CFO
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

 

 
 

 

  

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
 

 

GENERAL INSTRUCTIONS

 

1.

 

This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

 

 

 

2.

 

One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.

 

 

 

3.

 

A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

 

 

 

4.

 

Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

 

 

 

5.

 

Electronic filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).

 

6.

 

Interactive data submission. This form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter).


2

 

PART IV – ITEM (3) RESPONSE

 

Due to a current lack of funds, the significant exploration and development expenses incurred during last year's third fiscal quarter ending October 31, 2008 (aggregating $1,368,990 for the three months ended October 31, 2008) have been significantly curtailed during the current fiscal year. The Registrant’s primary mining property, the Relief Canyon property, is currently on a care and maintenance status.