SECURITIES
AND EXCHANGE COMMISSION
|
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Washington,
D.C. 20549
|
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POST-EFFECTIVE
AMENDMENT NO. 4
FORM
S-1
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REGISTRATION
STATEMENT UNDER THE
SECURITIES
ACT OF 1933
|
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FIRSTGOLD
CORP.
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(Name
of Small Business Issuer in Its Charter)
|
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Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
|
1081
(Primary
Standard Industrial Classification Code Number)
|
16-1400479
(I.R.S.
Employer
Identification
No.)
|
|
3108
Ponte Morino Drive, Suite 210
Cameron
Park, CA 95682
(530)
677-5974
|
|||
(Address
and Telephone Number of Principal Executive Offices)
|
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3108
Ponte Morino Drive, Suite 210
Cameron
Park, CA 95682
(Address
of Principal Place of Business or Intended Principal Place of
Business)
|
|||
A.
Scott Dockter
3108
Ponte Morino Drive, Suite 210
Cameron
Park, CA 95682
(530)
677-5974
|
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(Name,
Address and Telephone Number of Agent For Service)
|
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Copy
to:
|
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Roger
D. Linn, Esq.
Duncan
Linn & Wade
2261
Lava Ridge Court, Roseville, CA 95661
(916)
797-7436
|
Large
accelerated filer _______
|
Accelerated
filer
_______
|
|
Non-accelerated
filer
_______
|
Smaller
reporting company
X
|
Title of Each Class
of
Securities to be
Registered
|
Amount to
be
Registered
|
Proposed Maximum Offering Price
Per Share (1)
|
Proposed
Maximum
Aggregate Offering Price (1)
|
Amount of
Registration
Fee
|
Common
Stock
$.001
par value
|
4,500,000
|
$0.23
|
$1,035,000
|
$121.82
|
Common
Stock
$.001
par value issuable upon conversion of convertible
debenture
|
-0-
|
$0.23
|
$-0-
|
$651.06
|
Common
Stock
$.001
par value issuable upon exercise of warrants
|
3,875,000
|
$0.23
|
$891,250
|
$135.35
|
TOTAL
|
8,375,000(2)
|
$0.23
|
$1,926,250
|
$908.23(3)
|
(1)
|
The
proposed maximum offering price per share is estimated solely for purpose
of calculating the registration fee in accordance with Rule 457(c) on the
basis of the average of the high and low sales price as reported by the
Over-the-Counter Bulletin Board on May 22,
2006.
|
(2)
|
If,
as a result of stock splits, stock dividends or similar transactions, the
number of securities purported to be registered on this registration
statement increases, the provisions of Rule 416 under the Securities Act
of 1933 shall apply, and this registration statement shall be deemed to
cover any such additional shares of common
stock.
|
(3)
|
Registration
Fee was previously paid
|
1
|
||
3
|
||
3
|
||
4
|
||
5
|
||
12
|
||
19
|
||
22
|
||
47
|
||
48
|
||
53
|
||
58
|
||
60
|
||
|
||
61
|
||
62
|
||
63
|
||
66
|
||
66
|
||
66
|
||
66
|
||
66
|
||
68
|
||
II-1
|
||
II-1
|
||
|
||
II-11
|
Issuer:
|
Firstgold
Corp.
3108
Ponte Morino Drive, Suite 210
Cameron
Park, CA 95682
(530)
677-5974
|
||
Description
of Business:
|
Firstgold’s
business is the acquisition, exploration and, if warranted, development of
various mining properties located in the state of Nevada with the
objective of identifying, mining and processing gold and silver ore
deposits. Firstgold plans to carryout comprehensive exploration
and development programs on its properties which currently consists of
various mineral leases associated with the Relief Canyon Mine located near
Lovelock, Nevada. A description of our business begins on page
22 of this prospectus.
On
October 24, 2006 Firstgold entered into a Mineral Lease Agreement to
explore and, if warranted, develop up to 25,000 acres of property located
in Elko County, Nevada.
On
July 9, 2007 Firstgold completed staking claims on approximately 4,200
acres in the Horse Creek area of Nevada.
On
January 11, 2008, we entered into a lease to explore approximately 2,300
acres of potentially mineralized ground located near Fairview,
Nevada.
On
February 22, 2008 we entered into a lease to explore approximately 3,300
acres of potentially mineralized ground located near Winnemucca,
Nevada.
|
||
The
Offering:
|
This
offering relates to the resale of shares of our Common Stock that were
acquired upon conversion of outstanding Secured Convertible Debentures and
upon exercise of outstanding warrants. The selling stockholders
and the number of shares that may be sold by each are set forth beginning
on page 62 of this prospectus.
|
||
Shares:
|
8,375,000
shares of our Common Stock. A description of our Common Stock
is set forth on page 61 of this prospectus.
|
||
Manner
of Sale:
|
The
shares of our Common Stock may be sold from time to time by the selling
stockholders in open market or negotiated transactions at prices
determined from time to time by the selling stockholders. A
description of the manner in which sales may be made is set forth in this
prospectus beginning on page 63 of this prospectus.
|
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Use
of Proceeds:
|
We
will not receive any of the proceeds from the sale of our Common Stock by
the Selling Stockholders. However, we will receive proceeds from the
exercise of warrants.
|
||
Risk
Factors:
|
The
securities offered hereby involve a high degree of risk and will result in
immediate and substantial dilution. A discussion of additional
risk factors relating to our stock, our business and this offering begins
on page 5 of this prospectus.
|
●
|
results
of our exploration program;
|
●
|
fluctuations
in our quarterly or annual operating
results;
|
●
|
fluctuations
in the market price of gold and
silver;
|
●
|
the
loss of services of one or more of our executive officers or other key
employees;
|
●
|
adverse
effects to our operating results due to unforeseen difficulties affecting
our exploration program; and
|
●
|
general
economic and market conditions.
|
●
|
issue
stock that would dilute current stockholders' percentage
ownership;
|
●
|
incur
debt; or
|
●
|
assume
liabilities.
|
●
|
problems
combining additional exploration or mining opportunities with current
business operations:
|
●
|
unanticipated
costs;
|
●
|
holding
a minority interest in other joint ventures or
partnerships;
|
●
|
possible
financial commitments to fund future
development;
|
●
|
possible
shared control with other persons or
entities.
|
Warrant
|
Market
Price
on
Date of Conversion (1)
|
Conversion
Price
on
Date of Sale (2)
|
Total
Shares Underlying the Warrant (3)
|
Total
Value of Shares
at
Market Price (4)
|
Total
Value of Shares
at
Exercise Price (5)
|
Total
Possible Discount to Market Price (6)
|
A
Warrant
|
$0.36
|
$0.45
|
2,000,000
|
$720,000
|
$900,000
|
$0
|
B
Warrant
|
$0.36
|
$0.45
|
1,500,000
|
$540,000
|
$675,000
|
$0
|
Other
Warrant Holders
|
$0.57
|
$0.45
|
4,296,805
|
$2,449,179
|
$1,933,562
|
$515,617
|
(1)
|
Closing
market price per share of our common stock on the assumed date of the
exercise of the Warrants which is the date the securities were
issued.
|
(2)
|
Exercise
price per share of our common stock on the date of the exercise and
issuance of the Warrants. The exercise price of the Warrants is
fixed pursuant to the terms of each of the Warrants except that each of
the Warrants contain anti-dilution protections which in certain
circumstances, may result in a reduction to the exercise
price.
|
(3)
|
Total
number of shares of common stock underlying each Warrant assuming full
conversion as of the assumed date of the conversion of the
Warrants. Upon certain anti-dilution adjustments of the
exercise price of the Warrants, the number of shares underlying the
Warrants may also be adjusted such that the proceeds to be received by us
would remain constant.
|
(4)
|
Total
market value of the shares of common stock underlying each Warrant
assuming full exercise of each Warrant as of the assumed date of the
exercise of the Warrants (9/21/07) based on the market price of the common
stock on the date of the exercise of the Warrants.
|
(5)
|
Total
value of shares of common stock underlying each Warrant assuming full
exercise of each Warrant as of the assumed date of the conversion of the
Warrants and based on the conversion price.
|
(6)
|
Discount
to market price calculated by subtracting the result in footnote (5) from
the result in footnote (4).
|
Maximum
Commitment Fee (1)
|
Structuring
and Due Diligence Fees (2)
|
Maximum
Interest Payments (3)
|
Maximum
Redemption Premiums (4)
|
Maximum
Liquidated Damages (5)
|
Total
Maximum Payments (6)
|
Total
Net Proceeds to Company (7)
|
$270,000
|
$25,000
|
$720,000
|
$372,000
|
$450,000
|
$1,837,000
|
$1,985,000
|
$0
|
$0
|
$156,000
|
$80,600
|
$97,500
|
$334,100
|
$494,000
|
(1)
|
We
agreed to pay Cornell Capital a commitment fee equal to 9% of the
$3,000,000 purchase price of the Debentures issued pursuant to the
Agreement on a pro rata basis as the Debentures were issued. As
of the filing of this Registration Statement, $3,000,000 of the Debentures
have been issued and we paid Cornell Capital $270,000 in commitment
fees.
|
(2)
|
Pursuant
to the Agreement, we paid Yorkville an aggregate of $20,000 in structuring
and $5,000 in due diligence fees in connection with the transactions
contemplated by the Agreement.
|
(3)
|
Maximum
amount of interest that can accrue assuming all the Debentures remaining
outstanding until the maturity date. We may pay accrued interest in either
cash or, at our option, in shares of our common stock.
|
(4)
|
Under
certain circumstances we have the right to redeem the full principal
amount of the Debentures prior to the maturity date by repaying the
principal and accrued interest plus a redemption premium of 10% of such
principal and accrued interest. This represents the maximum
redemption premium we would pay assuming we redeem all of the Debentures
prior to maturity with the redemption premium.
|
(5)
|
Maximum
amount of liquidated damages we may be required to pay for the twelve
months following the sale of all the Debentures.
|
(6)
|
Total
maximum payments that we may be required to make for the twelve months
following the sale of all the Debentures and assuming that we made all of
the payments described in footnotes 1 through 5.
|
(7)
|
Total
net proceeds to us assuming that we were not required to make any payments
as described in footnotes 4 and 5.
|
Total
Gross
Proceeds
Payable to
Company
|
Total
Maximum
Payments
by
Company
(1)
|
Net
Proceeds to
Company
(2)
|
Total
Possible
Profit
to Debenture Holders(3)
|
Percentage
of Return on Investment
(Payments
+ Discounts) ÷ Net Proceeds (4)
|
$5,561,052
|
$2,171,100
|
$3,389,952
|
$1,121,954
|
97%
|
(1)
|
Total
maximum payments payable by us.
|
(2)
|
Total
net proceeds to us calculated by subtracting the result in column (2) from
the result in column (1).
|
(3)
|
Total
possible profit to Debenture Holders based on the aggregate discount to
market price of the conversion of the Debentures and
Warrants.
|
(4)
|
Percentage
equal to the total amount of possible payments to Debenture Holders under
the Debentures ($2,171,100) plus total possible discount to the market
price of the shares underlying the Debentures ($1,121,954) divided by the
net proceeds to us resulting from the sale of the Debentures
($3,389,952).
|
Number
of Shares Outstanding Prior to Current
Transaction
|
Number
of Shares Outstanding Prior to 2006
Transaction
held by non-affiliates (1)
|
Number
of Previously Registered Shares on Behalf of all Selling
Shareholders(2)
|
Number
of Shares Registered on Behalf of all Selling
Shareholders
|
Percentage
of Public Float (1)
|
Number
of Shares Still Held on Behalf of Selling Shareholders
|
Number
of Shares Sold in Registered Resale Transactions by Selling
Shareholders
|
Number
of Shares Registered for Resale of Selling Shareholder in the Current
Transaction(3)
|
Per
Share Market price of Firstgold stock on January 26, 2006
|
Per
Share market price of Firstgold common stock on Sept. 21,
2007
|
63,104,072
|
52,240,675
|
7,000,000
|
33.550.025
|
64.2%
|
7,000,000
|
5,165,168
|
20,635,588
|
$0.21
|
$0.62
|
(1)
|
Represents
the number of shares of common stock of the Company issued and outstanding
as of January 27, 2006 (prior to the transaction with Cornell) held by
persons other than Cornell, affiliates of Cornell and affiliates of the
Company.
|
(2)
|
Represents
the total number of shares of common stock of the Company previously
registered on behalf of Cornell and/or Cornell’s affiliates prior to this
registration statement being filed. on behalf of Cornell
Capital.
|
(3)
|
Includes
8,504,553 shares of common stock of the Company registered in the current
registration statement filed on behalf of Cornell
Capital.
|
Number
of Shares Outstanding Prior to Current Transactions Held by Non-Affiliates
(1)
|
Number
of Previously Registered Shares on Behalf of Selling Stockholders (2)
|
Number
of Shares Still Held on Behalf of Selling Stockholders (3)
|
Number
of Shares Sold in Registered Resale Transactions by Selling
Share-holders
|
Percent-age
of Public Float(4)
|
Number
of Shares Registered for Resale of Selling Shareholder in the Current
Transaction
|
59,104,675
|
6,540,168
|
24,880,569
|
5,165,168
|
23%
|
20,635,588
|
(1)
|
Represents
the number of shares of common stock of the Company issued and outstanding
as of September 26, 2006 (prior to the transaction with Cornell) held by
persons other than Cornell, affiliates of Cornell and affiliates of the
Company.
|
(2)
|
Represents
the total number of shares of common stock of the Company previously
registered on behalf of Cornell and/or Cornell’s affiliates prior to this
registration statement and reflects the deregistration of 20,009,857
shares on behalf of Cornell.
|
(3)
|
Represents
the total number of shares of common stock of the Company held by Selling
Security Holders.
|
●
|
Cornell
Capital Partners, L.P. and other Selling
Shareholders;
|
●
|
any
affiliates of Cornell Capital Partners, L.P. and other Selling
Shareholders; and
|
●
|
any
person with whom Cornell Capital Partners, L.P. has a contractual
relationship regarding the transaction in connection with the sale of the
convertible debentures and attached
warrants.
|
(1)
|
●
Securities
Purchase Agreement between Firstgold Corp. and Cornell Capital Partners
LP
|
(2)
|
●
Amendment
to Securities Purchase Agreement
|
(1)
|
●
Secured
Convertible Debenture for 1,000,000 (“Closing
Debenture”)
|
(3)
|
●
Secured
Convertible Debentures for $1,000,000 (“Filing
Debenture”)
|
(4)
|
●
Secured
Convertible Debenture for $1,000,000 (“Final
Debenture”)
|
(1)
|
●
Registration
Rights Agreement between Firstgold Corp. and Cornell Capital Partners
LP
|
(2)
|
●
Amendment
to Registration Rights Agreement
|
(3)
|
●
Pledge
and Escrow Agreement with Cornell Capital and
Amendment
|
5)
|
●
Transfer
Agent Instruction
|
(1)
|
●
“A
Warrant” Agreement between Firstgold Corp. and Cornell Capital Partners
LP
|
(1)
|
●
“B”
Warrant Agreement between Firstgold Corp. and Cornell Capital Partners
LP
|
(4)
|
●
Amended and Restated “B” Warrant Agreement between Firstgold Corp.
and Cornell Capital Partners LP
|
(3)
|
●
Amendments
to A and B Warrants
|
(3)
|
●
Amended
Memorandum of Security Agreement
|
(6)
|
●
Amendment
to Investor Registration Agreement
|
(7)
|
●
Warrants
dated April 17, 2007
|
(8)
|
●
Form
of Subscription Agreement for Regulation S offering in April
2007
|
(1)
|
Filed
as exhibit to Report on Form 8-K filed on September 29,
2006
|
(2)
|
Filed
as exhibit to Amended Report on Form 8-K filed on November 24,
2006
|
(3)
|
Filed
as exhibit to Amendment No. 1 to Registration Statement on Form SB-2,
#333.139052filed on February 8,
2007
|
(4)
|
Filed
as exhibit to Report on Form 8-K filed on March 22,
2007
|
(5)
|
Filed
as exhibit to Amendment No. 2 to Registration Statement on Form SB-2,
#333.139052, filed April 16, 2007.
|
(6)
|
Filed
as exhibit to Registration Statement on Form SB-2 #333-145016 filed August
1, 2007.
|
(7)
|
Incorporated
by reference to Registrant’s Form 8-K filed on May 11,
2007.
|
(8)
|
Filed
as exhibit to Amendment No. 2 to Form SB-2 #333-145016 filed November 7,
2007.
|
FIRSTGOLD
CORP. COMMON STOCK
|
Low
|
High
|
Year Ending January 31, 2009 | ||
First
Quarter (February-April)
|
$0.48
|
$0.70
|
Year Ending January 31, 2008 | ||
Fourth
Quarter (November-January)
|
$0.625
|
$0.97
|
Third
Quarter (August-October)
|
$0.52
|
$0.69
|
Second
Quarter (May-July)
|
$0.56
|
$0.72
|
First
Quarter (February-April)
|
$0.33
|
$0.73
|
Year
Ending January 31, 2007
|
||
Fourth
Quarter (November-January)
|
$0.255
|
$0.39
|
Third
Quarter (August-October)
|
$0.30
|
$0.47
|
Second
Quarter (May-July)
|
$0.19
|
$0.53
|
First
Quarter (February-April)
|
$0.14
|
$0.245
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights as of January 31, 2008
(a)
|
Weighted-average
exercise price of outstanding options, warrants and right
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
(c)
|
Equity
compensation plans to be approved by security holders
|
4,650,000
|
$ 0.62
|
5,350,000
|
Equity
compensation plans not approved by security holders
|
N/A
|
||
TOTAL
|
4,650,000
|
$ 0.62
|
5,350,000
|
●
|
The
extended period of low gold prices from 1996 to 2001 made it economically
unfeasible to explore for new deposits for most mining
companies.
|
●
|
The
demand for and production of gold products have exceeded the amount of new
reserves added over the last several consecutive
years.
|
●
|
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;
the 25,000 acre Antelope Peak property; and approximately 4,200 acres in
the Horse Creek area of Nevada.
|
●
|
Our
operating plan is to continue exploration work on the Relief Canyon mining
property during calendar 2008. During 2008, 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 2008 and 2009 of
between $10 million and $20 million, including costs related to the
exploration, development and operation of the Relief Canyon mining
property. We will have to raise additional outside capital to
pay for these activities and the resumption of exploration activities and
possible future production at the Relief Canyon
mine.
|
●
|
Additional
funding or the utilization of other venture partners will be required to
fund exploration, research, development and operating expenses at the
Horse Creek, Antelope Peak, Fairview-Hunter and Honorine Gold properties
when and if such activity is commenced at these properties. In the past we
have been dependent on funding from the private placement of our
securities as well as loans from related and third parties as the sole
sources of capital to fund
operations.
|
|
(a)
|
significant
underperformance relative to expected historical or projected future
operating results,
|
|
(b)
|
significant
changes in the manner of our use of the acquired assets or the strategy of
our overall business, and
|
|
(c)
|
significant
negative industry or economic
trends.
|
Name
of Person
|
Age
|
Position
and Office Presently Held With Firstgold
|
Director
Since
|
Stephen
Akerfeldt
|
63
|
Director
and Chairman
|
2006
|
A.
Scott Dockter
|
51
|
Chief
Operating Officer
|
|
James
W. Kluber
|
57
|
Chief
Financial Officer and Secretary
|
|
Terrence
Lynch
|
48
|
Director
|
2006
|
Donald
Heimler
|
65
|
Director
|
2007
|
Fraser
Berrill
|
58
|
Director
|
2007
|
Kevin
Bullock
|
43
|
Director
|
2007
|
●
|
Directors
should be of the highest ethical character and share values that reflect
positively on themselves and
Firstgold.
|
●
|
Directors
should have reputations, both personal and professional, consistent with
the image and reputation of
Firstgold.
|
●
|
Directors
should be highly accomplished in their respective fields, with superior
credentials and recognition.
|
SUMMARY
COMPENSATION TABLE
|
||||||||||
Name
& Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation
($)
|
Nonqualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Total
($)
|
|
Scott
Dockter
|
2008
|
180,000
|
-0-
|
-0-
|
94,667
|
-0-
|
-0-
|
12,000(3)
(5)
|
286,667
|
|
(PEO)
(1)
|
||||||||||
2007
|
180,000
|
-0-
|
-0-
|
132,297
|
-0-
|
-0-
|
12,000(3)
(4)
|
324,297
|
||
Jim
Kluber
|
2008
|
160,000
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
6,000(2)
|
166,000
|
|
(CFO)
|
||||||||||
2007
|
160,000
|
-0-
|
-0-
|
106,886
|
-0-
|
-0-
|
6,000(2)
|
272,886
|
(1)
|
Mr.
Dockter resigned as CEO on January 4, 2008 at which time he became
COO.
|
(2)
|
Amount
reflects a home office allowance.
|
(3)
|
Amount
reflects a $1,000 per month car
allowance.
|
(4)
|
The
Firstgold Board, with Mr. Dockter abstaining, approved the extension of
the expiration date from January 31, 2007 to April 15, 2007 of certain
warrants to acquire 2,000,000 shares of Firstgold common stock held by Mr.
Dockter. On April 15, 2007, Mr. Dockter exercised these
warrants with a cash payment.
|
(5)
|
Amount
reflects payments pursuant to the Aircraft Time Sharing
Agreement.
|
Name
|
Number
of Securities Underlying Options Granted
|
Percent
of Total Options Granted to Employees at January 31, 2008
|
Average
Exercise
or Base Price
($
Per Share)
|
Expiration
Dates
|
Scott
Dockter
|
750,000
|
16%
|
$0.65
|
July
27, 2011,
December
21, 2012
|
James
Kluber
|
400,000
|
9%
|
$0.50
|
July
27, 2016
|
Terrence
Lynch
|
750,000
|
16%
|
$0.55
|
July
30, 2016,
October
21, 2016,
March
28, 2017
|
Stephen
Akerfeldt
|
1,000,000
|
22%
|
$0.66
|
September
11, 2016
March
28, 2017,
June
26, 2017,
December
21, 2017
|
Donald
Heimler
|
500,000
|
11%
|
$0.58
|
January
8, 2017,
March
28, 2017
|
Fraser
Berrill
|
500,000
|
11%
|
$0.65
|
June
26, 2017
|
Kevin
Bullock
|
500,000
|
11%
|
$0.85
|
December
21, 2017
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||||
Name
|
Number
of
Securities
Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercised-able
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
(#)
|
Option
Exercise Price
($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock That Have Not Vested
(#)
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
That Have Not Vested
(#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
Other Rights That Have Not Vested
($)
|
|||||||||
Scott
Dockter
|
250,000
125,000
|
250,000
125,000
|
0
|
$0.50
$0.94
|
07/2011
12/2012
|
|||||||||||||
James
Kluber
|
200,000
|
200,000
|
0
|
$0.50
|
07/2016
|
|||||||||||||
Terrence
Lynch
|
250,000
125,000
|
0
125,000
|
0
|
$0.50
$0.65
|
07/2016
03/2017
|
|||||||||||||
Stephen
Akerfeldt
|
250,000
125,000
125,000
125,000
|
0
125,000
125,000
125,000
|
0
0
0
0
|
$0.50
$0.65
$0.65
$0.85
|
09/2016
03/2017
06/2017
12/2017
|
|||||||||||||
Donald
Heimler
|
250,000
|
0
|
0
|
$0.50
|
01/2017
|
|||||||||||||
Fraser
Berrill
|
125,000
125,000
|
125,000
125,000
|
0
|
$0.65
|
03/2017
06/2017
|
|||||||||||||
Kevin
Bullock
|
125,000
|
125,000
|
0
|
$0.85
|
12/2017
|
DIRECTOR
COMPENSATION
|
|||||||
Name
|
Fees
Earned or Paid in Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation
($)
|
Nonqualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
Scott
Dockter(1)
|
--
|
$94,667
|
$
94,667
|
||||
Terrence
Lynch
|
$38,500(2)
|
$61,311
|
$
99,811
|
||||
Stephen
Akerfeldt
|
$31,000(2)
|
$219,936
|
$250,936
|
||||
Donald
Heimler
|
$
61,000(2)
|
$61,311
|
$122,311
|
||||
Fraser
Berrill
|
46,000
|
$116,086
|
$162,086
|
||||
Kevin
Bullock
|
$201,164
|
$201,164
|
(1)
|
Employees
are not separately compensated as a
Director
|
(2)
|
Outside
directors receive annual compensation of $10,000 per year and $1,500 for
each Board and/or Committee meeting
attended.
|
Name
and Address of Beneficial Owner
|
Position
|
Number
of Shares Beneficially Owned
|
Percent
|
Officers
and Directors
|
|||
A.
Scott Dockter
3108
Ponte Morino Drive, Suite 210
Sacramento,
CA 95814
|
COO
|
16,424,487(1)
|
13%
|
James
Kluber
169
Elliott Road
Centerville,
MA 02632
|
CFO,
Executive Vice President, and Secretary
|
2,992,091(2)
|
2.5%
|
Terrence
Lynch
1130
Morrison Heights
Oakville,
Ontario Canada L6J 4J1
|
Director
|
471,000(3)
|
*%
|
Stephen
Akerfeldt
93
Sheppard Avenue East
North
York, Ontario, Canada M2N3A3
|
CEO
& Chairman
|
906,667(4)
|
1%
|
Donald
Heimler
75
Airdrie Road
Toronto,
Ontario, Canada
M4G
1M1
|
Director
|
672,500(5)
|
1%
|
Fraser
Berrill
3672
County Road #8
Picton,
Ontario, Canada
K0K
2T0
|
Director
|
635,000(6)
|
1%
|
Name
and Address of Beneficial Owner
|
Position
|
Number
of Shares Beneficially Owned
|
Percent
|
Officers
and Directors
|
Kevin
Bullock
36
Emeline Circle
Markham,
Ontario Canada
L3P4G4
|
Director
|
250,000(7)
|
*%
|
All
officers and directors as a group (6 individuals)
|
22,351,745
|
18.2%
|
|
Stockholders
owning 5% or more
|
|||
1346049
Ontario LTD
22
St. Clair Avenue East
18th
Floor
Toronto,
Ontario, Canada M4T 2S3
|
13,332,132
(8)
|
11%
|
|
(1)
|
Amount
includes 900,000 shares owned by ASDi LLC, 6,401,946 shares issuable under
stock warrants and options exercisable within 60 days of May 1, 2008 and
2,500,000 warrants held by ASDi LLC (of which Mr. Dockter is the Manager
Member) exercisable within 60 days of May 1, 2008. Does not include
375,000 unvested options.
|
|
(2)
|
Amount
includes 1,595,007 shares issuable under stock warrants and options
exercisable within 60 days of April 18, 2008. Does not include
200,000 unvested options.
|
|
(3)
|
Amount includes 750,000 of shares
issuable under options granted to Mr. Lynch since he has been a director
of Firstgold exercisable within 60 days of May 1, 2008. Amount also
includes 96,000 shares of common stock held jointly with Mr. Lynch’s wife.
Does not include 125,000 unvested
options.
|
|
(4)
|
Amount
includes 1,000,000 shares issuable under options to purchase 1,000,000
shares granted during the time the person has been a director of
Firstgold. Amount includes 55,000 shares issuable under stock
warrants exercisable within 60 days of May 1, 2008. Does not include
375,000 unvested options.
|
|
(5)
|
Amount
includes 500,000 shares issuable under options to purchase 500,000 shares
granted during the time the person has been a director of
Firstgold. Amount also includes 82,500 shares issuable under
stock warrants exercisable within 60 days of May 1, 2008. Does not include
125,000 unvested options.
|
|
(6)
|
Amount
includes 500,000 shares issuable under options to purchase 500,000 shares
granted during the time the person became a director of Firstgold. Amount
also includes 150,000 shares issuable under stock warrants exercisable
within 60 days of May 1, 2008. Does not include 125,000 unvested
options.
|
|
(7)
|
Amount includes 250,000 shares
issuable under options to purchase 500,000 shares granted at the time the
person became a director of Firstgold. 50% of the options are
exercisable immediately while the balance vests on the first anniversary
date. Does not include 125,000 unvested
options.
|
|
(8)
|
Amount
includes 4,444,044 shares issuable under stock warrants exercisable within
60 days of May 1, 2008. The 1346049 Ontario LTD holdings
include stock and warrants held by Trapeze Capital Corp. and Trapeze Asset
Management Inc. The responsible executive officer for each entity is
Randall Abramson.
|
Common Shares
|
Common Shares
|
Common Shares
|
||||||
Beneficially Owned
|
Offered
by this
|
Beneficially
Owned
|
||||||
Name
of Selling Stockholder
|
Prior
to Offering
|
Prospectus
|
After
Offering
|
|||||
|
Number
|
|
Percentage
|
|||||
Samuel
Stern
269
Kingsdale Avenue
Toronto,
Ontario M2N 3X5
|
4,063,500(1)
|
1,125,000
|
2,938,500
|
2.2%
|
||||
Finance
500, Inc.
19762
Macarthur Blvd. #200
Irvine,
CA 92612
Attn:
Robert Richards, Principal
|
250,000
|
250,000
|
----
|
*
|
||||
City
Natural Resources High Yield Trust
|
5,000,000(2)
|
5,000,000
|
|
----
|
|
*
|
||
A.
Scott Dockter
|
16,424,487(3)
|
2,000,000
|
14,424,487
|
11%
|
||||
TOTAL
|
25,737,987
|
8,375,000
|
17,362,987
|
13.2%
|
|
*
Represents holdings of less than one
percent
|
(1)
|
Securities
beneficially owned by Samuel Stern represent 2,605,000 shares of Common
Stock and 1,458,500 shares of Common Stock underlying warrants immediately
exercisable.
|
(2)
|
Securities
beneficially owned by City Natural Resources High Yield Trust, represent
2,500,000 shares of Common Stock and 2,500,000 shares of Common Stock
underlying warrants immediately exercisable. The address for
City Natural Resources High Yield Trust is Mansfield House, 1 Southhampton
Trust, London, England WC2 ROLR. The Investment Manager of City Natural
Resources is Andrew Ferguson.
|
(3)
|
Amount
includes 900,000 shares owned by ASDi LLC, 6,401,946 shares issuable under
stock warrants and options exercisable within 60 days of May 1, 2008 and
2,500,000 warrants held by ASDi LLC (of which Mr. dockter is the Manager
Member) exercisable within 60 days of May 1, 2008. Does not
include 375,000 unvested options. The address for Scott Dockter
is 3108 Ponte Morino Drive, Cameron Park,
CA 95682.
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
·
|
privately
negotiated transactions;
|
·
|
settlement
of short sales entered into after the date of this
prospectus;
|
·
|
broker-dealers
may agree with the selling stockholders to sell a specified number of such
shares at a stipulated price per
share;
|
·
|
a
combination of any such methods of
sale;
|
·
|
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;
or
|
·
|
any
other method permitted pursuant to applicable
law.
|
INDEX TO FINANCIAL STATEMENTS | ||
FOR THE YEARS ENDED JANUARY 31, 2008 and 2007 | ||
Report of Independent Registered Public Accounting Firm |
F-1
|
|
F-2
|
||
F-4
|
||
F-5
|
||
F-8
|
||
F-11
|
||
FOR THE QUARTERS ENDED April 30, 2008 and 2007 | ||
F-31
|
||
F-33
|
||
F-34
|
||
F-37
|
January
31,
|
January
31,
|
|||||||
2008
|
2007
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
|
$ | 383,223 | $ | 150,647 | ||||
Receivables
|
196,811 | 114,737 | ||||||
Deposits
|
295,281 | 7,368 | ||||||
Prepaid
expense
|
250,298 | 140,000 | ||||||
Total
current assets
|
1,125,613 | 412,752 | ||||||
Property, plant and
equipment, net of accumulated depreciation
of $205,084 and $20,850 at January 31, 2008 and
2007, respectively
|
8,438,997 | 928,029 | ||||||
Other
Assets
|
||||||||
Restricted
cash
|
674,850 | 250,981 | ||||||
Deferred
reclamation costs
|
680,326 | 641,026 | ||||||
Total
other assets
|
1,355,176 | 892,007 | ||||||
Total
assets
|
$ | 10,919,786 | $ | 2,232,788 |
Current
liabilities
|
||||||||
Accounts
payable
|
$ | 2,730,596 | $ | 598,788 | ||||
Accrued
expenses
|
538,987 | 1,198,174 | ||||||
Notes
payable
|
356,417 | 130,249 | ||||||
Total
current liabilities
|
3,626,000 | 1,927,211 | ||||||
Long-term
liabilities
|
||||||||
Convertible
debenture and related derivative liabilities
|
||||||||
net
of unamortized discount of $0 and $402,135 and deferred
|
||||||||
financing
costs of $148,480 and $1,382,642 at
|
||||||||
January
31, 2008 and 2007,respectively
|
501,520 | 3,110,344 | ||||||
Accrued
reclamation costs
|
680,326 | 641,026 | ||||||
Deferred
revenue
|
937,650 | 800,000 | ||||||
Total
long-term liabilities
|
2,119,496 | 4,551,370 | ||||||
Total
liabilities
|
5,745,496 | 6,478,581 |
January
31,
|
|
January 31,
|
||||||
2008
|
2007
|
|||||||
Commitments
and contingencies
|
||||||||
Shareholders'
surplus (deficit)
|
||||||||
Common
stock, $0.001 par value
|
||||||||
250,000,000
shares authorized at January 31, 2008 and 2007,
respectively
|
||||||||
117,432,317
and 77,839,601 shares issued and outstanding at
|
||||||||
January
31, 2008 and 2007, respectively
|
117,432 | 77,839 | ||||||
Additional
paid in capital
|
36,447,996 | 19,434,973 | ||||||
Deficit
accumulated during the exploration stage
|
(31,391,142 | ) | (23,758,605 | ) | ||||
Total
shareholders' surplus (deficit)
|
5,174,290 | (4,245,793 | ) | |||||
Total
liabilities and shareholders' surplus (deficit)
|
$ | 10,919,786 | $ | 2,232,788 |
For
the Period
|
||||||||||||
For
the Years Ended
|
From
January 1,
|
|||||||||||
January 31,
|
1995
to January
|
|||||||||||
2008
|
2007
|
31, 2008
|
||||||||||
Net
Sales
|
$ | 551,279 | $ | - | $ | 551,279 | ||||||
Exploration
and maintenance costs
|
(2,195,024 | ) | (1,591,497 | ) | (4,089,352 | ) | ||||||
Gross
loss
|
(1,643,745 | ) | (1,591,497 | ) | (3,538,073 | ) | ||||||
Operating
expenses
|
(5,715,150 | ) | (1,955,816 | ) | (21,582,974 | ) | ||||||
Loss
from operations
|
(7,358,895 | ) | (3,547,316 | ) | (25,121,050 | ) | ||||||
Other
income (expense)
|
||||||||||||
Interest
income
|
191,919 | 14,065 | 278,671 | |||||||||
Dividend
income
|
30,188 | |||||||||||
Other
income
|
6,565 | |||||||||||
Gain
on settlement of obligations
|
1,107,875 | 18,649 | 1,126,524 | |||||||||
Adjustments
to fair value of derivatives
|
(703,992 | ) | (616,493 | ) | (1,357,903 | ) | ||||||
Interest
expense
|
(869,444 | ) | (596,975 | ) | (3,875,456 | ) | ||||||
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)
|
(273,642 | ) | (1,180,754 | ) | (5,328,297 | ) | ||||||
Net
loss
|
(7,632,537 | ) | $ | (4,728,070 | ) | $ | (30,449,347 | ) | ||||
Basic
and diluted loss per share
|
$ | (0.07 | ) | $ | (0.07 | ) | ||||||
Basic
and diluted weighted-average
|
||||||||||||
shares
outstanding
|
100,162,546 | 71,416,951 |
Additional
|
Other
Com-
|
|||||||||||||||||||||||
Common
Stock
|
Paid
in
|
prehensive
|
Accumulated
|
|||||||||||||||||||||
Shares
|
Amount
|
Capital
|
(Loss)
|
Deficit
|
Total
|
|||||||||||||||||||
Balance
December 31, 1994
|
6,768,358 | $ | 6,768 | - | - | $ | (636,084 | ) | $ | (629,316 | ) | |||||||||||||
Net
loss
|
(233,877 | ) | (233,877 | ) | ||||||||||||||||||||
Balance
December 31, 1995
|
6,768,358 | 6,768 | - | - | (869,961 | ) | (863,193 | ) | ||||||||||||||||
Shares
issued to creditors and shareholders
|
||||||||||||||||||||||||
of
Warehouse Auto Centers, Inc.
|
305,709 | 306 | 305,403 | - | (305,709 | ) | - | |||||||||||||||||
Shares
issued to investors and underwriters
|
5,135,130 | 5,135 | 4,701,835 | 4,706,970 | ||||||||||||||||||||
Shares
issued to purchase Washington Gulch
|
3,800,000 | 3,800 | 177,200 | 181,000 | ||||||||||||||||||||
Shares
issued in exchange for net profits interest
|
1,431,642 | 1,432 | 440,605 | 442,067 | ||||||||||||||||||||
Shares
issued to others
|
21,000 | 221 | 220,779 | 221,000 | ||||||||||||||||||||
Shares
issued to Repadre
|
100,000 | 100 | 99,900 | 100,000 | ||||||||||||||||||||
Shares
issued to repurchase 50% interest
|
||||||||||||||||||||||||
in
Relief Canyon
|
1,000,000 | 1,000 | 999,000 | 1,000,000 | ||||||||||||||||||||
Net
loss for the period January 1, 1996
|
||||||||||||||||||||||||
to
January 31, 1997
|
(1,803,784 | ) | (1,803,784 | ) | ||||||||||||||||||||
Balance
January 31, 1997
|
18,761,839 | 18,762 | 6,944,722 | - | (2,979,454 | ) | 3,984,030 | |||||||||||||||||
Shares
issued to Warehouse Auto Centers, Inc.
|
||||||||||||||||||||||||
shareholders
subsequently cancelled
|
(25,242 | ) | (25 | ) | (25,217 | ) | (25,242 | ) | ||||||||||||||||
Shares
issued to others
|
12,500 | 13 | 4,987 | 5,000 | ||||||||||||||||||||
Additional
shares issued to investors and
|
||||||||||||||||||||||||
underwriters
for delay in share trading
|
513,514 | 513 | 204,487 | 205,000 | ||||||||||||||||||||
Shares
issued to Repadre
|
200,000 | 200 | 199,800 | 200,000 | ||||||||||||||||||||
Net
loss
|
(5,883,309 | ) | (5,883,309 | ) | ||||||||||||||||||||
Balance
January 31, 1998
|
19,462,611 | 19,463 | 7,328,779 | - | (8,862,763 | ) | (1,514,521 | ) | ||||||||||||||||
Shares
issued in exchange for rent
|
15,000 | 15 | 5,985 | 6,000 | ||||||||||||||||||||
Shares
issued to IBK
|
5,616,977 | 5,617 | 542,383 | 548,000 | ||||||||||||||||||||
Shares
issued in exchange for property
|
150,000 | 150 | 55,350 | 55,000 | ||||||||||||||||||||
Net
loss
|
(753,219 | ) | (753,219 | ) | ||||||||||||||||||||
Balance
January 31, 1999
|
25,244,588 | 25,245 | 7,932,497 | - | (9,615,982 | ) | (1,658,240 | ) | ||||||||||||||||
Three-for-two
stock split
|
12,672,441 | 12,671 | (12,671 | ) | - | |||||||||||||||||||
Shares
issued in exchange for debt conversion
|
3,205,674 | 3,206 | 1,279,065 | 1,282,271 | ||||||||||||||||||||
Net
loss
|
(919,735 | ) | (919,735 | ) |
FIRSTGOLD
CORP.
|
(A
DEVELOPMENT STAGE COMPANY)
|
STATEMENTS
OF SHAREHOLDERS' DEFICIT
|
For
the Years Ended January 31, 2008 and 2007
|
and
for the Period from January 1, 1995 to January
31, 2008
|
Balance
January 31, 2000
|
41,122,703 | 41,122 | 9,198,891 | - | (10,535,717 | ) | (1,295,704 | ) | ||||||||||||||||
Shares
issued for cash
|
1,796,000 | 1,796 | 663,204 | 665,000 | ||||||||||||||||||||
Additional
shares issued for delay in registration
|
239,200 | 239 | (239 | ) | - | |||||||||||||||||||
Shares
issued for offering costs
|
120,000 | 120 | (60,120 | ) | (60,000 | ) | ||||||||||||||||||
Shares
issued for legal settlement
|
1,000,000 | 1,000 | 649,000 | 650,000 | ||||||||||||||||||||
Shares
issued for services
|
78,271 | 78 | 69,922 | 70,000 | ||||||||||||||||||||
Net
loss
|
(2,382,723 | ) | (2,382,723 | ) | ||||||||||||||||||||
Balance
January 31, 2001
|
44,356,174 | 44,356 | 10,520,657 | - | (12,918,440 | ) | (2,353,427 | ) | ||||||||||||||||
Shares
issued for cash
|
2,500,000 | 2,500 | 147,500 | 150,000 | ||||||||||||||||||||
Warrants
issued with debt
|
20,000 | 20,000 | ||||||||||||||||||||||
Net
loss
|
(1,502,366 | ) | (1,502,366 | ) | ||||||||||||||||||||
Balance
January 31, 2002
|
46,856,174 | 46,856 | 10,688,157 | - | (14,420,806 | ) | (3,685,793 | ) | ||||||||||||||||
Shares
issued upon exercise of warrants
|
550,000 | 550 | 54,450 | 55,000 | ||||||||||||||||||||
Offering
costs
|
(1,467 | ) | (1,467 | ) | ||||||||||||||||||||
Warrants
issued with debt
|
13,574 | 13,574 | ||||||||||||||||||||||
Net
loss
|
(215,533 | ) | (215,533 | ) | ||||||||||||||||||||
Balance
January 31, 2003
|
47,406,174 | 47,406 | 10,754,714 | - | (14,636,339 | ) | (3,834,219 | ) | ||||||||||||||||
Shares
issued upon exercise of warrants
|
200,000 | 200 | 19,800 | 20,000 | ||||||||||||||||||||
Warrants
issued with debt
|
63,918 | 63,918 | ||||||||||||||||||||||
Other
comprehensive loss
|
(204,820 | ) | (204,820 | ) | ||||||||||||||||||||
Net
loss
|
(470,823 | ) | (470,823 | ) | ||||||||||||||||||||
Balance
January 31, 2004
|
47,606,174 | 47,606 | 10,838,432 | (204,820 | ) | (15,107,162 | ) | (4,425,944 | ) | |||||||||||||||
Shares
issued for cash
|
671,667 | 672 | 100,078 | 100,750 | ||||||||||||||||||||
Offering
costs
|
(124,337 | ) | (124,337 | ) | ||||||||||||||||||||
Warrants
issued with common stock
|
124,337 | 124,337 | ||||||||||||||||||||||
Warrants
issued with debt
|
1,284,234 | 1,284,234 | ||||||||||||||||||||||
Sale
of marketable securities
|
204,820 | 204,820 | ||||||||||||||||||||||
Net
loss
|
(1,278,140 | ) | (1,278,140 | ) | ||||||||||||||||||||
Balance
January 31, 2005
|
48,277,841 | 48,278 | 12,222,744 | - | (16,385,302 | ) | (4,114,280 | ) |
FIRSTGOLD
CORP.
|
(A
DEVELOPMENT STAGE COMPANY)
|
STATEMENTS
OF SHAREHOLDERS' DEFICIT
|
For
the Years Ended January 31, 2008 and 2007
|
and
for the Period from January 1, 1995 to January 31,
2008
|
Shares
issued for cash
|
5,000,000 | 5,000 | 1,070,000 | 1,075,000 | ||||||||||||||||||||
Shares
issued in exchange for
|
||||||||||||||||||||||||
debt
conversion
|
12,326,231 | 12,326 | 1,836,609 | 1,848,935 | ||||||||||||||||||||
Shares
issued to purchase 22%
|
||||||||||||||||||||||||
interest
in Crescent Red Caps LLC
|
2,500,000 | 2,500 | 497,500 | 500,000 | ||||||||||||||||||||
Warrants
issued with investment in joint venture
|
359,523 | 359,523 | ||||||||||||||||||||||
Warrants
issued for services
|
15,690 | 15,690 | ||||||||||||||||||||||
Net
loss for the period February
|
||||||||||||||||||||||||
1,
2005 to January 31, 2006
|
(2,645,231 | ) | (2,645,231 | ) | ||||||||||||||||||||
Balance,
January 31, 2006
|
68,104,072 | 68,104 | 16,002,066 |
-
|
(19,030,535 | ) | (2,960,365 | ) | ||||||||||||||||
Shares
issued for cash
|
1,428,500 | 1,428 | 237,846 | 239,275 | ||||||||||||||||||||
Shares
issued in exchange for
|
||||||||||||||||||||||||
debt
conversion
|
6,207,029 | 6,207 | 1,550,263 | 1,556,263 | ||||||||||||||||||||
Stock
issued for services
|
2,000,000 | 2,000 | 738,000 | 740,000 | ||||||||||||||||||||
Warrants
issued for services
|
373,905 | 373,905 | ||||||||||||||||||||||
Stock
issued in settlement of litigation
|
100,000 | 100 | 38,900 | 39,000 | ||||||||||||||||||||
Warrants
issued with debt
|
173,114 | 173,114 | ||||||||||||||||||||||
Stock
options issued
|
322,879 | 322,879 | ||||||||||||||||||||||
Net
loss for the period February
|
||||||||||||||||||||||||
1,
2006 to January 31, 2007
|
(4,828,780 | ) | (4,828,780 | ) | ||||||||||||||||||||
Balance,
January 31, 2007
|
77,839,601 | $ | 77,839 | 19,434,973 | - | (23,859,315 | ) | (4,346,501 | ) | |||||||||||||||
Shares
issued for cash
|
25,266,529 | 25,267 | 10,190,498 | 10,215,765 | ||||||||||||||||||||
Shares
issued in exchange for
|
||||||||||||||||||||||||
debt
conversion
|
7,080,450 | 7,080 | 5,060,004 | 5,067,084 | ||||||||||||||||||||
Stock
issued for services
|
277,000 | 277 | 168,154 | 168,431 | ||||||||||||||||||||
Shares
issued upon exercise of warrants
|
4,380,180 | 4,380 | 810,114 | 814,494 | ||||||||||||||||||||
Shares
issued upon exercise of stock options
|
61,906 | 62 | (62 | ) | - | |||||||||||||||||||
Additional
shares issued for delay in registration
|
2,526,651 | 2,527 | (2,527 | ) | - | |||||||||||||||||||
Stock
options issued
|
- | - | 786,842 | 786,842 | ||||||||||||||||||||
Net
loss for the period February
|
||||||||||||||||||||||||
1,
2007 to January 31, 2008
|
(7,632,537 | ) | (7,632,537 | ) | ||||||||||||||||||||
Balance,
January 31, 2008
|
117,432,317 | $ | 117,432 | 36,447,996 | (31,391,142 | ) | 5,174,290 |
FIRSTGOLD
CORP.
|
(A
DEVELOPMENT STAGE COMPANY)
|
For
the Years Ended January 31, 2008 and 2007
|
and
for the Period from January 1, 1995 to January 31,
2008
|
For
the Period
|
|||||||||||||
From
January 1,
|
|||||||||||||
For
the Years Ended January 31,
|
1995
to January
|
||||||||||||
Cash
flows from operating activities
|
|||||||||||||
Net
loss
|
(7,632,537 | ) | $ | (4,728,070 | ) | $ | (30,449,347 | ) | |||||
Adjustments
to reconcile net loss to net cash
|
|||||||||||||
used
in operating activities
|
|||||||||||||
Accretion
of warrants issued as a debt discount
|
43,278 | 13,512 | 1,287,774 | ||||||||||
Accretion
of beneficial conversion
|
- | - | 107,468 | ||||||||||
Accretion
of debt discount
|
279,438 | 248,962 | 224,004 | ||||||||||
Adjustments
to fair value of derivatives
|
703,992 | 616,493 | 653,910 | ||||||||||
Loss
from joint venture
|
- | - | 859,522 | ||||||||||
Loss
on sale of marketable securities
|
- | - | 281,063 | ||||||||||
Depreciation
and amortization
|
210,572 | 64,278 | 179,885 | ||||||||||
Loss
on disposal of property, plant and equipment
|
- | - | 334,927 | ||||||||||
Impairment
in value of property, plant and equipment
|
- | - | 807,266 | ||||||||||
Loss
on disposal of bond
|
- | - | 21,000 | ||||||||||
Impairment
in value of Relief Canyon Mine
|
- | - | 3,311,672 | ||||||||||
Impairment
in value of joint investments
|
- | - | 490,000 | ||||||||||
Bad
debt
|
- | - | 40,374 | ||||||||||
Assigned
value of stock and warrants exchanged for services
|
168,431 | 1,387,073 | 1,888,331 | ||||||||||
Assigned
value of stock options issue for compensation
|
786,842 | 49,711 | 49,711 | ||||||||||
Gain
on write off of note payable
|
- | - | (7,000 | ) | |||||||||
Judgment
loss accrued
|
- | - | 250,000 | ||||||||||
(Increase)
decrease in
|
|||||||||||||
Restricted
cash
|
(423,869 | ) | (7,777 | ) | (243,204 | ) | |||||||
Receivables
|
(82,074 | ) | (113,415 | ) | (30,737 | ) | |||||||
Deposits
|
(287,913 | ) | (7,368 | ) | (53,868 | ) | |||||||
Deferred
reclamation costs
|
39,300 | 370,290 | 175,548 |
Prepaid
expenses
|
(110,298 | ) | (140,000 | ) | (146,900 | ) | |||||||
Reclamation
bonds
|
- | - | 185,000 | ||||||||||
Other
assets
|
- | - | (1,600 | ) | |||||||||
Increase
(decrease) in
|
|||||||||||||
Accounts
payable
|
2,131,808 | (199,445 | ) | 408,044 | |||||||||
Accrued
expenses
|
(659,187 | ) | (209,744 | ) | 2,077,485 | ||||||||
Net
cash used by operating activities
|
(4,832,217 | ) | (2,655,050 | ) | (9,767,839 | ) | |||||||
Cash
flows from investing activities
|
|||||||||||||
Proceeds
from sale of marketable securities
|
- | - | 34,124 | ||||||||||
Investment
in marketable securities
|
- | - | (315,188 | ) | |||||||||
Advances
from shareholder
|
- | - | 7,436 | ||||||||||
Contribution
from joint venture partner
|
- | - | 775,000 | ||||||||||
Purchase
of joint venture partner interest
|
- | - | (900,000 | ) | |||||||||
Capital
expenditures
|
(7,695,202 | ) | (929,681 | ) | (3,826,219 | ) | |||||||
Proceeds
from disposal of property, plant and equipment
|
278,783 | ||||||||||||
Investments
in joint ventures
|
- | - | (490,000 | ) | |||||||||
Note
receivable
|
- | - | (268,333 | ) | |||||||||
Repayment
of note receivable
|
- | - | 268,333 | ||||||||||
Net
cash used by investing activities
|
(7,695,202 | ) | (929,681 | ) | (4,436,064 | ) | |||||||
Cash
flows from financing activities
|
|||||||||||||
Proceeds
from the issuance of common stock
|
12,396,177 | 651,288 | 7,559,253 | ||||||||||
Proceeds
from notes payable
|
250,685 | 2,841,500 | 5,554,548 | ||||||||||
Principal
repayments of notes payable
|
(24,517 | ) | (457,634 | ) | (2,037,706 | ) | |||||||
Repayment
of advances to affiliate
|
- | - | (231,663 | ) | |||||||||
Deferred
revenue
|
137,650 | - | 800,000 | ||||||||||
Net
cash provided by financing activities
|
12,759,995 | 3,035,154 | 11,644,432 | ||||||||||
Net
increase (decrease) in cash
|
232,576 | (549,577 | ) | 693,537 | |||||||||
Cash,
beginning of year
|
150,647 | 700,224 | 6,687 | ||||||||||
Cash,
end of year
|
$ | 383,223 | $ | 150,647 | $ | 263,871 |
Supplemental
cash flow information for the years ended January 31, 2006 and 2005 and
January 1, 1995 THROUGH January 31, 2008 as follows:
|
||||||||||||
For
the Period
|
||||||||||||
From
January 1,
|
||||||||||||
For the Years Ended January
31,
|
1995
to January
|
|||||||||||
2008
|
2007
|
31, 2008 | ||||||||||
Cash
paid for interest
|
$ | - | $ | - | $ | 161,107 | ||||||
Cash
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
|
$ | - | $ | 244,678 | $ | 2,093,573 | ||||||
Conversion
of convertible debentures to common stock,
including
interest of $217,151
|
$ | 3,186,203 | $ | 1,173,406 | $ | 4,359,609 | ||||||
Issuance
of warrants as financing costs in connection
with
convertible debt
|
$ | - | $ | 173,114 | $ | 2,093,573 | ||||||
Issuance
of common stock as payment for
settlement
of liabilities
|
$ | - | $ | 206,375 | $ | 2,093,573 | ||||||
2008
|
2007
|
|||||||
Warrants | 39,257,146 | 26,592,866 |
Mortgage note
payable
|
$ | 100,000 | ||
The
note bears interest at 10% per year and was paid off in April
2008. The loan is secured by a 3,000 square foot improved office
building located in Lovelock,
NV.
|
Commercial
equipment loan
|
192,691 | |||
The
loan bears interest at 9% per year and is due December 2012. The loan
is secured by certain pieces of equipment which were acquired with the
proceeds of the loan.
|
Equipment
notes payable
|
68,241 | |||
The
first note does not bear any interest and is due in December 2010. The
second note bears interest at 8.6% and is due June 2011. The loans are
secured by a Caterpillar loader and
backhoe.
|
Total
notes payable
|
$ | 360,932 | ||
|
2007
|
2006
|
|
Expected life |
3 - 4
years
|
3 - 4
years
|
Risk free interest rate |
4.75% -
4.84%
|
4.75% -
4.84%
|
Volatility |
86% -
160%
|
86% -
160%%
|
Expected dividend yield |
None
|
None
|
Number of Shares
|
Weighted Average Exercise
Price
|
|||||||
Outstanding
at January 31, 2000
|
- | $ | - | |||||
Granted
|
3,746,000 | 0.55 | ||||||
Exercised
|
- | - | ||||||
Canceled
or expired
|
- | - | ||||||
Outstanding
at January 31, 2001 and 2002
|
3,746,000 | 0.55 | ||||||
Granted
|
452,463 | 0.15 | ||||||
Exercised
|
(550,000 | ) | (0.10 | ) | ||||
Canceled
or expired
|
- | - | ||||||
Outstanding
at January 31, 2003
|
3,648,463 | 0.43 | ||||||
Granted
|
1,265,766 | 0.15 | ||||||
Exercised
|
(200,000 | ) | (0.10 | ) | ||||
Canceled
or expired
|
(996,000 | ) | (1.00 | ) | ||||
Outstanding
at January 31, 2004
|
3,718,229 | 0.15 | ||||||
Granted
|
8,006,354 | 0.16 | ||||||
Exercised
|
- | - | ||||||
Canceled
or expired
|
- | - | ||||||
Outstanding
at January 31, 2005
|
11,724,583 | 0.16 | ||||||
Granted
|
8,800,000 | 0.37 | ||||||
Exercised
|
- | - | ||||||
Canceled
or expired
|
- | - | ||||||
Outstanding
at January 31, 2006
|
20,524,583 | 0.25 | ||||||
Granted
|
6,746,783 | 0.50 | ||||||
Exercised
|
(928,500 | ) | (0.15 | ) | ||||
Canceled
or expired
|
- | - | ||||||
Outstanding
at January 31, 2007
|
26,342,866 | 0.32 | ||||||
Granted
|
17,558,743 | 0.65 | ||||||
Exercised
|
(4,344,463 | ) | (0.19 | ) | ||||
Cancelled
or expired
|
(300,000 | ) | (0.30 | ) | ||||
Outstanding
at January 31, 2008
|
39,257,146 | $ | 0.47 | |||||
Exercisable
at January 31, 2008
|
39,257,146 | $ | 0.47 | |||||
Weighted
average remaining contractual term
|
14
months
|
Deferred Tax
Assets
|
||||
Net Operating Loss
Carry-forwards
|
$ | 7,814,423 | ||
Contribution
Carryover
|
16,029 | |||
Accrued Interest
Payable
|
29,234 | |||
Accrued Payroll
|
172,068 | |||
Accrued Payroll
Tax
|
32,023 | |||
Amortization
DiffBook/Tax
|
970,159 | |||
Accrued Accounts
Payable
|
60,769 | |||
Capital Loss
Difference
|
120,416 | |||
Stock
compensation
|
61,143 | |||
Other
|
272 | |||
Less valuation
allowance
|
(8,625,782 | ) | ||
Total Deferred Tax
Assets
|
650,754 | |||
Deferred Tax
Liability
|
||||
State Taxes
|
(650,754 | ) | ||
Total Deferred Tax
Liabilities
|
(650,754 | ) | ||
Net deferred tax
assets
|
$ | - |
2008
|
2007
|
|||||||
Statutory
regular federal income benefit rate
|
34.00%
|
34.00%
|
||||||
State
taxes
|
8.84%
|
8.84%
|
||||||
Change
in valuation allowance
|
(42.84)%
|
(42.84)%
|
||||||
Total
|
0.00%
|
0.00%
|
Page
|
|
|
|
F-32
|
|
F-34
|
|
F-35
|
|
F-38
|
April
30,
|
January
31,
|
|||||||
2008
|
2008
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
|
$
|
1,168,620
|
$
|
383,223
|
||||
Receivables
|
58,383
|
196,811
|
||||||
Deposits
|
98,968
|
295,281
|
||||||
Prepaid
expense
|
282,009
|
242,577
|
||||||
Inventory
|
289,362
|
7,721
|
||||||
Total
current assets
|
1,897,342
|
1,125,613
|
||||||
Property, plant and
equipment, net of accumulated depreciation
of $310,271 and $205,084 at April 30 and January
31, 2008, respectively
|
10,704,704
|
8,438,997
|
||||||
Other
Assets
|
||||||||
Restricted
cash
|
674,850
|
674,850
|
||||||
Deferred
reclamation costs
|
680,326
|
680,326
|
||||||
Total
other assets
|
1,355,176
|
1,355,176
|
||||||
Total
assets
|
$
|
13,957,222
|
$
|
10,919,786
|
Current
liabilities
|
||||||||
Accounts
payable
|
$
|
798,622
|
$
|
2,730,596
|
||||
Accrued
expenses
|
570,310
|
538,987
|
||||||
Notes
payable
|
116,264
|
163,726
|
||||||
Total
current liabilities
|
1,485,196
|
3,433,309
|
||||||
Long-term
liabilities
|
||||||||
Convertible
debenture net of deferred financing costs
of
|
||||||||
$133,172
and $148,480 at April 30 and January 31, 2008,
respectively
|
701,360
|
694,211
|
||||||
Accrued
reclamation costs
|
680,326
|
680,326
|
||||||
Deferred
revenue
|
800,000
|
937,650
|
||||||
Total
long-term liabilities
|
2,181,686
|
2,312,187
|
||||||
Total
liabilities
|
3,666,882
|
5,745,496
|
April
30,
|
January
31,
|
|||||||
2008
|
2008
|
|||||||
(unaudited)
|
||||||||
Commitments
and contingencies
|
||||||||
Shareholders'
surplus (deficit)
|
||||||||
Common
stock, $0.001 par value
|
||||||||
250,000,000
shares authorized at April 30 and January 31, 2008,
respectively
|
||||||||
130,256,006
and 117,432,317 shares issued and outstanding at
|
||||||||
April
30 and January 31, 2008, respectively
|
130,256
|
117,432
|
||||||
Additional
paid in capital
|
44,146,538
|
36,447,996
|
||||||
Deficit
accumulated during the exploration stage
|
(33,986,454
|
)
|
(31,391,142
|
)
|
||||
Total
shareholders' surplus (deficit)
|
10,290,340
|
5,174,290
|
||||||
Total
liabilities and shareholders' surplus
|
$
|
13,957,222
|
$
|
10,919,786
|
For
the Period
|
||||||||||||
From
January 1,
|
||||||||||||
For
the Three Months Ended April 30,
|
1995
to April 30,
|
|||||||||||
2008
|
2007
|
2008
|
||||||||||
Net
sales
|
$
|
275,793
|
$
|
-
|
$
|
827,072
|
||||||
Exploration
and maintenance costs
|
(1,391,411
|
)
|
(126,681
|
)
|
(5,480,763
|
)
|
||||||
Gross
loss
|
(1,115,618
|
)
|
(126,681
|
)
|
(4,653,691
|
)
|
||||||
Operating
expenses
|
(1,466,154
|
)
|
(985,685
|
)
|
(23,049,128
|
)
|
||||||
Loss
from operations
|
(2,581,772
|
)
|
(1,112,366
|
)
|
(27,702,822
|
)
|
||||||
Other
income (expense)
|
||||||||||||
Interest
income
|
21,063
|
5,966
|
299,734
|
|||||||||
Dividend
income
|
-
|
-
|
30,188
|
|||||||||
Other
income
|
-
|
-
|
6,565
|
|||||||||
Adjustments
to fair value of derivatives
|
-
|
(1,623,255
|
)
|
(2,277,166
|
)
|
|||||||
Interest
expense
|
(34,605
|
)
|
(247,959
|
)
|
(3,910,061
|
)
|
||||||
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)
|
(8,795
|
)
|
(1,865,248
|
)
|
(5,341,839
|
)
|
||||||
Net
loss
|
$
|
(2,595,314
|
)
|
$
|
(2,977,614
|
)
|
$
|
(33,044,661
|
)
|
|||
Basic
and diluted loss per share
|
$
|
(0.02
|
)
|
$
|
(0.04
|
)
|
||||||
Basic
and diluted weighted-average
shares
outstanding
|
125,370,254
|
80,160,412
|
For
the Period
|
||||||||||||
For
the Three Months Ended April 30,
|
From
January 1, 1995
|
|||||||||||
2008
|
2007
|
to
April 30, 2008
|
||||||||||
Cash
flows from operating activities
|
||||||||||||
Net
loss
|
$
|
(2,595,314
|
)
|
$
|
(2,977,614
|
)
|
$
|
(33,044,661
|
)
|
|||
Adjustments
to reconcile net loss to net cash
|
||||||||||||
used
in operating activities:
|
||||||||||||
Accretion
of warrants issued as a debt discount
|
10,553
|
10,533
|
1,341,606
|
|||||||||
Accretion
of beneficial conversion
|
-
|
-
|
107,468
|
|||||||||
Accretion
of debt discount
|
-
|
150,931
|
531,110
|
|||||||||
Adjustments
to fair value of derivatives
|
-
|
1,623,255
|
1,357,904
|
|||||||||
Loss
from joint venture
|
-
|
-
|
859,522
|
|||||||||
Loss
on sale of marketable securities
|
-
|
-
|
281,063
|
|||||||||
Depreciation
and amortization
|
109,942
|
39,649
|
509,399
|
|||||||||
Loss
on disposal of property, plant and equipment
|
-
|
-
|
334,927
|
|||||||||
Impairment
in value of property, plant and equipment
|
-
|
-
|
807,266
|
|||||||||
Loss
on disposal of bond
|
-
|
-
|
21,000
|
|||||||||
Impairment
in value of Relief Canyon Mine
|
-
|
-
|
3,311,672
|
|||||||||
Impairment
in value of joint investments
|
-
|
-
|
490,000
|
|||||||||
Bad
debt
|
-
|
-
|
40,374
|
|||||||||
Assigned
value of stock and warrants exchanged for services
|
-
|
183,933
|
2,108,452
|
|||||||||
Assigned
value of stock options issue for compensation
|
59,311
|
27,063
|
895,864
|
|||||||||
Gain
on write off of note payable
|
-
|
-
|
(7,000
|
)
|
||||||||
Judgment
loss accrued
|
-
|
-
|
250,000
|
|||||||||
(Increase)
decrease in:
|
||||||||||||
Restricted
cash
|
-
|
(423,869
|
)
|
(674,850
|
)
|
|||||||
Receivables
|
138,428
|
100,000
|
(54,383
|
)
|
||||||||
Deposits
|
196,313
|
-
|
(94,468
|
)
|
||||||||
Deferred
reclamation costs
|
-
|
-
|
214,848
|
|||||||||
Prepaid
expenses
|
(39,432
|
)
|
12,481
|
(284,909
|
)
|
|||||||
Inventory
|
(281,641
|
)
|
(7,721
|
)
|
(289,362
|
)
|
||||||
Reclamation
bonds
|
-
|
-
|
185,000
|
|||||||||
Other
assets
|
-
|
-
|
(1,600
|
)
|
||||||||
Increase
(decrease) in:
|
||||||||||||
Accounts
payable
|
(1,931,974
|
)
|
75,800
|
517,662
|
||||||||
Accrued
expenses
|
(31,323
|
)
|
55,220
|
1,063,320
|
||||||||
Net
cash used by operating activities
|
(4,302,491
|
)
|
(1,130,319
|
)
|
(19,160,132
|
)
|
Cash
flows from investing activities
|
||||||||||||
Proceeds
from sale of marketable securities
|
-
|
-
|
34,124
|
|||||||||
Investment
in marketable securities
|
-
|
-
|
(315,188
|
)
|
||||||||
Advances
from shareholder
|
-
|
-
|
7,436
|
|||||||||
Contribution
from joint venture partner
|
-
|
-
|
775,000
|
|||||||||
Purchase
of joint venture partner interest
|
-
|
-
|
(900,000
|
)
|
||||||||
Capital
expenditures
|
(2,370,894
|
)
|
(357,035
|
)
|
(13,966,483
|
)
|
||||||
Proceeds
from disposal of property, plant and equipment
|
-
|
-
|
278,783
|
|||||||||
Investments
in joint ventures
|
-
|
-
|
(490,000
|
)
|
||||||||
Note
receivable
|
-
|
-
|
(268,333
|
)
|
||||||||
Repayment
of note receivable
|
-
|
-
|
268,333
|
|||||||||
Net
cash used by investing activities
|
(2,370,894
|
)
|
(357,035
|
)
|
(14,576,328
|
)
|
||||||
Cash
flows from financing activities
|
||||||||||||
Proceeds
from the issuance of common stock
|
7,652,064
|
2,908,349
|
28,258,782
|
|||||||||
Proceeds
from notes payable
|
-
|
910,000
|
8,646,733
|
|||||||||
Principal
repayments of notes payable
|
(111,586
|
)
|
(1,843
|
)
|
(2,631,443
|
)
|
||||||
Repayment
of advances to affiliate
|
-
|
-
|
(231,663
|
)
|
||||||||
Deferred
revenue
|
(137,650
|
)
|
-
|
800,000
|
||||||||
Net
cash provided by financing activities
|
7,402,828
|
3,816,506
|
34,842,409
|
|||||||||
Net
increase in cash
|
785,397
|
2,329,152
|
1,175,307
|
|||||||||
Cash,
beginning of year
|
383,223
|
150,647
|
6,687
|
|||||||||
Cash,
end of year
|
$
|
1,168,620
|
$
|
2,479,799
|
$
|
1,168,620
|
Supplemental
cash flow information for the three months ended April 30, 2008 and 2007
and January 1, 1995 through April 30, 2008 as follows:
|
||||||||||||
For
the Period
|
||||||||||||
From
January 1,
|
||||||||||||
For
the Three Months Ended April 30,
|
1995
to April
|
|||||||||||
2008
|
2007
|
30,
2008
|
||||||||||
Cash
paid for interest
|
$
|
-
|
$
|
-
|
$
|
161,107
|
||||||
Cash
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
|
$
|
-
|
$
|
244,678
|
$
|
2,093,573
|
||||||
Conversion
of convertible debentures to common stock, including interest of
$217,151
|
$
|
3,186,203
|
$
|
1,173,406
|
$
|
4,359,609
|
||||||
Issuance
of warrants as financing costs in connection with convertible
debt
|
$
|
-
|
$
|
173,114
|
$
|
2,093,573
|
||||||
Issuance
of common stock as payment for settlement of
liabilities
|
$
|
-
|
$
|
206,375
|
$
|
2,093,573
|
2008
|
2007
|
|||||||
Warrants
|
47,455,918
|
39,500,976
|
||||||
Stock
options
|
5,421,038
|
3,750,000
|
Equipment
notes payable
|
$
|
60,298
|
||
The
first note does not bear any interest and is due in December
2010. The second note bears interest at 8.6% and is due June
2011. The loans are secured by a Caterpillar loader and
backhoe.
|
||||
Insurance
premium note payable
|
55,966
|
|||
The
note bears interest at 5.6%, is payable in monthly installments of $6,218
and is due February 2009.
|
||||
Total
notes payable
|
$
|
116,264
|
Expected
life
|
1.5
years
|
Risk
free interest rate
|
1.53%
to 2.19%
|
Volatility
|
63.39%
|
Expected
dividend yield
|
None
|
Number
of
Shares
|
Weighted-
Average
Exercise
Price
|
|||||||
Outstanding,
January31, 2008
|
39,507,146
|
$
|
0.47
|
|||||
Exercised
|
(450,000
|
)
|
$
|
(0.36
|
)
|
|||
Granted
|
8,398,772
|
$
|
0.80
|
|||||
Outstanding,
April 30, 2008
|
47,455,918
|
$
|
0.53
|
|||||
Exercisable,
April 30, 2008
|
47,455,918
|
$
|
0.53
|
Weighted
Ave.
|
Aggregate
|
|||||||||||
#
of Shares
|
Exercise
Price
|
Intrinsic
Value
|
||||||||||
Outstanding
as of January 31, 2008
|
4,650,000
|
$
|
0.61
|
$
|
0
|
|||||||
Granted
|
771,038
|
$
|
0.68
|
$
|
0
|
|||||||
Exercised
|
0
|
$
|
0.00
|
|||||||||
Cancelled
|
0
|
$
|
0.00
|
|||||||||
Outstanding
as of April 30, 2008
|
5,421,038
|
$
|
0.62
|
$
|
0
|
|||||||
Exercisable
as of April 30, 2008
|
2,137,500
|
$
|
0.55
|
$
|
0
|
|||||||
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
|
|||||||||||||||
$0.35
|
250,000
|
8.75
|
$
|
0.35
|
125,000
|
$
|
0.35
|
|||||||||||||
$0.50
|
2,150,000
|
8.40
|
$
|
0.50
|
1,700,000
|
$
|
0.50
|
|||||||||||||
$0.65-$0.70
|
2,021,038
|
9.15
|
$
|
0.66
|
1,317,760
|
$
|
0.66
|
|||||||||||||
$0.85
|
750,000
|
9.50
|
$
|
0.85
|
375,000
|
$
|
0.85
|
|||||||||||||
$0.94
|
250,000
|
9.50
|
$
|
0.94
|
62,500
|
$
|
0.94
|
|||||||||||||
5,421,038
|
8.9
|
$
|
0.62
|
3,580,260
|
$
|
0.60
|
Registration
Fee
|
$ | 380 | ||
Blue
Sky Fees
|
500 | |||
Printing
|
1,000 | |||
Legal
Fees and Expenses
|
10,000 | |||
Accounting
Fees and Expenses
|
5,000 | |||
Miscellaneous
|
1,000 | |||
Total
|
$ | 17,880 |
Exhibit
No.
|
Description
of Exhibit
|
2.1(4)
|
Plan
of Reorganization and Merger Agreement, dated as of July 23, 1999, between
the Registrant and Business Web, Inc.
|
2.2(6)
|
First
Amendment to Plan of Reorganization and Merger Agreement, dated as of
October 31, 1999, between the Registrant and Business Web,
Inc.
|
2.3(7)
|
Termination
Agreement, dated as of December 27, 1999, between the Registrant and
Business Web, Inc.
|
3.1(2)
|
Certificate
of Incorporation of the Registrant.
|
3.2(1)
|
Certificate
of Amendment to Certificate of Incorporation of the
Registrant.
|
3.3(2)
|
Bylaws
of the Registrant
|
4.1(9)
|
Convertible
Debenture
|
4.1.(a)(13)
|
Form
of Convertible Debenture dated September 26, 2006
|
4.2.(a)(9)
|
Form
of Warrant - $0.20 exercise price
|
4.2.(b)(9)
|
Form
of Warrant - $0.30 exercise price
|
4.3.(a)(15)
|
Convertible
Debenture dated December 1, 2006
|
4.3.(b)(17)
|
Convertible
Debenture dated March 16, 2007
|
4.4(13)
|
Form
of Warrant dated September 26, 2006
|
4.4(a)(15)
|
Warrants
dated November 1, 2006
|
4.4(b)
(15)
|
Warrants
dated November 1, 2006
|
4.4.(a)
(17)
|
Amended
and Restated Warrant dated March 16, 2007
|
4.5(19)
|
Warrants
dated April 12, 2007 filed as Exhibits 10.26
|
4.6(20)
|
Warrants
dated June 22, 2007
|
5.1(22)
|
Opinion
of Counsel
|
5.1(a)(23)
|
Updated
Opinion of Counsel
|
10.1(3)
|
Promissory
Note between Firstgold and A. Scott Dockter, dated April 2, 1997, for the
principal amount of $100,000.
|
10.2(3)
|
Promissory
Note between Firstgold and A. Scott Dockter, dated April 17, 1997, for the
principal amount of $50,000.
|
10.3(3)
|
Promissory
Note between Firstgold and A. Scott Dockter, dated April 30, 1997, for the
principal amount of $20,000.
|
10.4(3)
|
Promissory
Note between Firstgold and A. Scott Dockter, dated May 30, 1997, for the
principal amount of $35,000
|
10.5(5)
|
Promissory
Note between Firstgold and A. Scott Dockter, dated December 24, 1998, for
the principal amount of $24,000.
|
10.6(7)
|
Warrant
to Purchase shares of Common Stock of Business Web,
Inc.
|
10.7(9)
|
Securities
Purchase Agreement dated January 27, 2006 by and among Firstgold and the
investor named therein.
|
10.8(9)
|
Registration
Rights Agreement dated January 27, 2006 by and among Firstgold and the
investor named therein.
|
10.9(10)
|
Joint
Venture Agreement dated January 25, 2006 between Firstgold, Inc. and ASDi,
LLC
|
10.10(10)
|
Crescent
Red Caps LLC - Operating Agreement
|
10.11(11)
|
Employment
Agreement for A. Scott Dockter dated February 1, 2006
|
10.12(11)
|
Employment
Agreement for James W. Kluber dated February 1,
2006
|
10.13(12)
|
Pledge
and Escrow Agreement dated January 27, 2006 by and among Firstgold and the
investor named therein.
|
10.14(15)
|
Firstgold,
Inc. 2006 Stock Option Plan
|
10.15(13)
|
Securities
Purchase Agreement dated September 26, 2006 by and among Firstgold and the
investor named therein.
|
10.15.(a)(14)
|
Amendment
Number 1 to Securities Purchase Agreement dated November 1,
2006.
|
10.16(13)
|
Registration
Rights Agreement dated September 26, 2006 by and among Firstgold and the
investor named therein.
|
10.16.(a)(21)
|
Modification
to Registration Rights Agreement
|
10.16(b)(14)
|
Amendment
No. 1 to Investor Registration Rights Agreement
|
10.17(15)
|
Amended
Memorandum of Security Agreement
|
10.18(a)(15)
|
Pledge
and Escrow Agreement dated September 26, 2006
|
10.18(b)(15)
|
Amendment
to Pledge and Escrow Agreement dated November 1, 2006
|
10.19(16)
|
Transfer
Agent Instructions
|
10.20(18)
|
Aircraft
Time Sharing Agreement dated December 1, 2006
|
10.21(23)
|
Form
of Subscription Agreement for Regulation S offering in April
2007
|
10.22
(24)
|
Employment
Agreement for Stephen Akerfeldt.
|
10.23
(24)
|
Revised
Employment Agreement for A. Scott Dockter.
|
10.24
(24)
|
Voting
Trust and Escrow Agreement for A. Scott Dockter.
|
10.25
(24)
|
Form
of Subscription Agreement for Regulation S offering in February
2008.
|
10.26(24)
|
Convertible
Debenture dated May 1, 2008.
|
14(8)
|
Code
of Business Conduct and Ethics.
|
23.1
|
Consent
of Counsel (incorporated by reference to Exhibit 5.1 of this
filing)
|
23.2*
|
Consent
of Independent Registered Public Accounting
Firm
|
(1)
|
Incorporated
by reference to the Registrant’s Annual Report on Form 10-KSB for the
fiscal year ended January 31, 1996 filed with the Commission on January
22, 1997.
|
(2)
|
Incorporated
by reference to the Registrant’s Registration Statement on Form SB-2 (File
No. 33-49920) filed with the Commission on October 14,
1993.
|
(3)
|
Incorporated
by reference to Registrant’s Annual Report on Form 10-KSB for the fiscal
year ended January 31, 1997 filed with the Commission on June 30,
1997.
|
(4)
|
Incorporated
by reference to Registrant’s Annual Report on Form 10-KSB for the fiscal
year ended January 31, 1999 filed with the Commission on October 1,
1999.
|
(5)
|
Incorporated
by reference to Registrant’s First Amendment to Annual Report on Form
10-KSB for the fiscal year ended January 31, 1999, filed with the
Commission on October 20, 1999.
|
(6)
|
Incorporated
by reference to Registrant’s Form 8-K filed with the Commission on
November 2, 1999.
|
(7)
|
Incorporated
by reference to Registrant’s Annual Report on Form 10-KSB for the fiscal
year ended January 31, 2000 filed with the Commission on May 17,
2000.
|
(8)
|
Incorporated
by reference to Registrant’s Annual Report on Form 10-KSB for the fiscal
year ended January 31, 2005 filed with the Commission on May 2,
2005
|
(9)
|
Incorporated
by reference to Registrant’s Form 8-K filed with the Commission on
February 2, 2006
|
(10)
|
Incorporated
by reference to Registrant’s Form 8-K/A filed with Commission on February
27, 2006.
|
(11)
|
Incorporated
by reference to Registrant’s Registration Statement on Form SB-2 (File No.
333-132218) filed with the Commission on March 6,
2006.
|
(12)
|
Incorporated
by reference to Registrant’s Amended Registration Statement on Form SB-2
(File No. 333-132218) filed with the Commission on June 12,
2006.
|
(13)
|
Incorporated
by reference to Registrant’s Form 8-K filed with the Commission on
September 28, 2006.
|
(14)
|
Incorporated
by reference to Registrant’s Form 8-K/A filed with the Commission on
November 24, 2006.
|
(15)
|
Incorporated
by reference to Registrant’s First Amended Registration Statement on Form
SB-2 (File No. 333-139052) filed with the Commission on February 8,
2007
|
(16)
|
Incorporated
by reference to Registrant’s Second Amended Registration Statement on Form
SB-2 (File No. 333-139052) filed with the Commission on April 16,
2007
|
(17)
|
Incorporated
by reference to Registrant’s Form 8-K filed with the Commission on March
22, 2007.
|
(18)
|
Incorporated
by reference to Registrant’s Annual Report on Form 10-KSB for the fiscal
year ended January 31, 2007, filed with the Commission on May 16,
2007.
|
(19)
|
Incorporated
by reference to Registrant’s Form 8-K filed with the Commission on May 11,
2007.
|
(20)
|
Incorporated
by reference to Registrant’s Form 8-K filed with the Commission on June
28, 2007.
|
(21)
|
Filed
as exhibit to Registration Statement on Form SB-2 #333-145016 filed August
1, 2007.
|
(22)
|
Filed
as exhibit to Amendment No. 1 to Registration Statement on Form SB-2
#333-145016 filed September 27,
2007.
|
(23)
|
Filed
as exhibit to Amendment No. 2 to Registration Statement on Form SB-2
#333-145016 filed November 7, 2007.
|
(24)
|
Filed
as exhibit to Registrant’s Form 10-Q for the fiscal quarter ended April
30, 2008 filed with the Commission on June 23,
2008.
|
By:
|
/s/ Stephen Akerfeldt |
Name: | Stephen Akerfeldt |
Title: | Chief Executive Officer |
Signature
|
Title
|
Date
|
||
/s/Stephen
Akerfeldt
|
Chief
Executive Officer and Director
|
July
10, 2008
|
||
Stephen
Akerfeldt
|
||||
/s/
A.
Scott Dockter
|
Chief
Operating Officer
|
July
15, 2008
|
||
A.
Scott Dockter
|
||||
/s/
James
Kluber
|
Principal
Accounting Officer, Principal Financial Officer, and Secretary
|
July
9, 2008
|
||
James
Kluber
|
||||
/s/
Terrence
Lynch
|
Director
|
July
10, 2008
|
||
Terrence
Lynch
|
||||
/s/
Kevin
Bullock
|
Director
|
July
14, 2008
|
||
Kevin
Bullock
|
||||
/s/
Donald
Heimler
|
Director
|
July
3, 2008
|
||
Donald
Heimler
|
||||
/s/ Fraser Berrill | Director | July 8, 2008 | ||
Fraser Berrill |
Exhibit
No.
|
Description
of Exhibit
|
2.1
|
Plan
of Reorganization and Merger Agreement, dated as of July 23, 1999, between
the Registrant and Business Web, Inc.
|
2.2
|
First
Amendment to Plan of Reorganization and Merger Agreement, dated as of
October 31, 1999, between the Registrant and Business Web,
Inc.
|
2.3
|
Termination
Agreement, dated as of December 27, 1999, between the Registrant and
Business Web, Inc.
|
3.1
|
Certificate
of Incorporation of the Registrant.
|
3.2
|
Certificate
of Amendment to Certificate of Incorporation of the
Registrant.
|
3.3
|
Bylaws
of the Registrant
|
4.1
|
Convertible
Debenture
|
4.1.(a)
|
Form
of Convertible Debenture dated September 26, 2006
|
4.2.(a)
|
Form
of Warrant - $0.20 exercise price
|
4.2.(b)
|
Form
of Warrant - $0.30 exercise price
|
4.3.(a)
|
Convertible
Debenture dated December 1, 2006
|
4.3.(b)
|
Convertible
Debenture dated March 16, 2007
|
4.4
|
Form
of Warrant dated September 26, 2006
|
4.4(a)
|
Warrants
dated November 1, 2006
|
4.4(b)
|
Warrants
dated November 1, 2006
|
4.4.(a)
|
Amended
and Restated Warrant dated March 16, 2007
|
4.5
|
Warrants
dated April 12, 2007 filed as Exhibits 10.26
|
4.6
|
Warrants
dated June 22, 2007
|
5.1
|
Opinion
of Counsel
|
5.1(a)
|
Updated
Opinion of Counsel
|
10.1
|
Promissory
Note between Firstgold and A. Scott Dockter, dated April 2, 1997, for the
principal amount of $100,000.
|
10.2
|
Promissory
Note between Firstgold and A. Scott Dockter, dated April 17, 1997, for the
principal amount of $50,000.
|
10.3
|
Promissory
Note between Firstgold and A. Scott Dockter, dated April 30, 1997, for the
principal amount of $20,000.
|
10.4
|
Promissory
Note between Firstgold and A. Scott Dockter, dated May 30, 1997, for the
principal amount of $35,000
|
10.5
|
Promissory
Note between Firstgold and A. Scott Dockter, dated December 24, 1998, for
the principal amount of $24,000.
|
10.6
|
Warrant
to Purchase shares of Common Stock of Business Web,
Inc.
|
10.7
|
Securities
Purchase Agreement dated January 27, 2006 by and among Firstgold and the
investor named therein.
|
10.8
|
Registration
Rights Agreement dated January 27, 2006 by and among Firstgold and the
investor named therein.
|
10.9
|
Joint
Venture Agreement dated January 25, 2006 between Firstgold, Inc. and ASDi,
LLC
|
10.10
|
Crescent
Red Caps LLC - Operating Agreement
|
10.11
|
Employment
Agreement for A. Scott Dockter dated February 1,
2006
|
10.12
|
Employment
Agreement for James W. Kluber dated February 1, 2006
|
10.13
|
Pledge
and Escrow Agreement dated January 27, 2006 by and among Firstgold and the
investor named therein.
|
10.14
|
Firstgold,
Inc. 2006 Stock Option Plan
|
10.15
|
Securities
Purchase Agreement dated September 26, 2006 by and among Firstgold and the
investor named therein.
|
10.15.(a)
|
Amendment
Number 1 to Securities Purchase Agreement dated November 1,
2006.
|
10.16
|
Registration
Rights Agreement dated September 26, 2006 by and among Firstgold and the
investor named therein.
|
10.16.(a)
|
Modification
to Registration Rights Agreement
|
10.16(b)
|
Amendment
No. 1 to Investor Registration Rights Agreement
|
10.17
|
Amended
Memorandum of Security Agreement
|
10.18(a)
|
Pledge
and Escrow Agreement dated September 26, 2006
|
10.18(b)
|
Amendment
to Pledge and Escrow Agreement dated November 1, 2006
|
10.19
|
Transfer
Agent Instructions
|
10.20
|
Aircraft
Time Sharing Agreement dated December 1, 2006
|
10.21
|
Form
of Subscription Agreement for Regulation S offering in April
2007
|
10.22
|
Employment
Agreement for Stephen Akerfeldt.
|
10.23
|
Revised
Employment Agreement for A. Scott Dockter.
|
10.24
|
Voting
Trust and Escrow Agreement for A. Scott Dockter.
|
10.25
|
Form
of Subscription Agreement for Regulation S offering in February
2008.
|
10.26
|
Convertible
Debenture dated May 1, 2008.
|
14
|
Code
of Business Conduct and Ethics.
|
23.1
|
Consent
of Counsel (incorporated by reference to Exhibit 5.1 of this
filing)
|
23.2*
|
Consent
of Hunter & Renfro LLP, Independent Registered Public Accounting
Firm
|