10QSB

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2007
	OR
[  ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from to

COMMISSION FILE NUMBER 000-51263

 
STERLING GOLD CORP.
(Exact name of registrant as specified in its charter)

NEVADA	20-4650531
(State of other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

810 Jewel
Blackfoot, ID 83221
(Address of principal executive offices)

(208) 785-2729
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]   No [  ]

The Registrant is a shell company. Yes [  ]   No [X]

As of November 27, 2007, the Company had 18,380,000 common shares issued and outstanding.

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PART I. FINANCIAL INFORMATION

ITEM 1.      INTERIM FINANCIAL STATEMENTS

STERLING GOLD CORP.
(An Exploration Stage Company)
INTERIM BALANCE SHEETS
(Unaudited)
(Stated In U.S. Dollars)
		October 31			January 31
		2007			2007
		(Unaudited)			(Audited)
ASSETS
Current
Cash	$	574,683		$	1,121
LIABILITIES
Current
Accounts payable and accrued liabilities	$	3,100		$	11,322
Promissory notes payable (Note 5)		52,000			20,000
Advance payable (Note 6)		1,529			1,529
		56,629			32,851
SHAREHOLDERS' EQUITY (DEFICIENCY)
Share Capital
Authorized:
100,000,000 common shares with a par value
of $0.00001 per share
Issued and outstanding:
18,380,000 common shares at October 31, 2007
6,005,000 common shares at January 31, 2007 (Note 10)		184			60
Warrants (Notes 7 and 10)		123,750			-
Additional paid-in capital		595,366			100,490
Deficit Accumulated During The Exploration Stage		(201,246	)		(132,280	)
		518,054			(31,730	)
	$	574,683		$	1,121

 
The accompanying notes are an integral part of these financial statements.
F-1

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STERLING GOLD CORP.
(An Exploration Stage Company)
INTERIM STATEMENT OF OPERATIONS
(Unaudited)
(Stated In U.S. Dollars)
															CUMULATIVE
	THREE				THREE			NINE			NINE				PERIOD FROM
	MONTHS				MONTHS			MONTHS			MONTHS				INCEPTION
	ENDED				ENDED			ENDED			ENDED	JANUARY 26, 2004
	OCTOBER 31				OCTOBER 31			OCTOBER 31			OCTOBER 31	TO OCTOBER 31,
	2007				2006			2007			2006				2007
REVENUES	$	-		$	-		$	-		$	-			$	-
EXPENSES
Consulting Fees		-			-			-			-				9,000
Interest and bank charges		1,302			574			3,932			1,230				6,402
Mineral claim payment and exploration
expenditures		-			-			-			-				26,800
Office and sundry		391			-			477			1,393				13,855
Professional fees		21,544			8,140			64,094			24,039				142,499
Regulatory		-			-			475			245				2,702
Total Expenses		23,237			8,714			68,978			26,907				201,258
OTHER INCOME
Interest income		12			-			12			-				12
Total Other Income		12			-			12			-				12
Net loss for the period	$	(23,225	)	$	(8,714	)	$	(68,966	)	$	(26,907		)	$	(201,246	)
Basic and Diluted Net Loss Per Common
Share		($0.01	)		($0.00	)		($0.01	)		($0.00		)
Weighted Average Number of Common
Shares Outstanding	18,380,000				6,005,000			13,575,000			6,005,000

The accompanying notes are an integral part of these financial statements.
F-2

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STERLING GOLD CORP.
(An Exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
(Stated In U.S. Dollars)
													CUMULATIVE
													PERIOD FROM
	THREE			THREE			NINE			NINE			INCEPTION
	MONTHS			MONTHS			MONTHS			MONTHS			JANUARY 26,
	ENDED			ENDED			ENDED			ENDED			2004 TO
	OCTOBER 31			OCTOBER 31			OCTOBER 31			OCTOBER 31			OCTOBER 31,
	2007			2006			2007			2006			2007
CASH PROVIDED BY (USED FOR):
Operating Activities
Net loss for the period	$	(23,225	)	$	(8,714	)	$	(68,966	)	$	(26,907	)	$	(201,246	)
Net changes in non-cash operating
working capital items:
Prepaid expenses		-			-			-			289			-
Accounts payable and accrued
liabilities		(2,407	)		(1,980	)		(8,222	)		(1,730	)		3,100
		(25,632	)		(10,694	)		(77,188	)		(28,348	)	(198,146		)
Financing Activities
Issue of share capital and warrants		-			-			618,750			-			719,300
Advance payable		-			-			-			-			1,529
Promissory notes payable		1,000			10,000			32,000			20,000			52,000
		1,000			10,000			650,750			20,000			772,829
Increase (Decrease) in Cash		(24,632	)		(694	)		573,562			(8,348	)		574,683
Cash, beginning of the period		599,315			2,374			1,121			10,028			-
Cash, end of the period	$	574,683		$	1,680		$	574,683		$	1,680		$	574,683
Supplemental Information of Cash Flow
Information
Interest paid	$	-		$	-		$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements.
F-3

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STERLING GOLD CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS
OCTOBER 31, 2007
(Unaudited)
(Stated In U.S. Dollars)

1.	BASIS OF PRESENTATION
	The unaudited financial statements as of October 31, 2007 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. It is suggested that these financial statements be read in conjunction with the January 31, 2007 audited financial statements and notes thereto. Results of this quarter are not indicative of the results for the year ending January 31, 2008.
2.	NATURE OF OPERATIONS AND GOING CONCERN
	Organization
	Sterling Gold Corp. (“the Company”) was incorporated in the State of Nevada, U.S.A., on January 26, 2004.
	Exploration Stage Activities
	The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining claims. Upon location of commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage.
	Going Concern
	The accompanying financial statements have been prepared assuming the Company will continue as a going concern.
	As shown in the accompanying financial statements, the Company has incurred a net loss of $23,225 for the three month period ended October 31, 2007 and a deficit since inception of $201,246 and has no revenue. The future of the company is dependant upon its ability to obtain financing and upon future profitable operations from the development of its mineral claims. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

F-4

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STERLING GOLD CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS
OCTOBER 31, 2007
(Unaudited)
(Stated In U.S. Dollars)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
	a)	Exploration Stage Company
		The Company complies with Financial Accounting Standards Board (“FASB”) Statement No. 7, and Securities and Exchange Commissions (“SEC”) Act Guide 7 in its characterization as an exploration stage company.
	b)	Mineral Claim Payments and Exploration Expenditures
		The Company expenses all costs related to the acquisition, maintenance and exploration of mineral claims in which it has secured exploration rights prior to establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of its exploration prospects; therefore, all costs are being expensed.
	c)	Use of Estimates
		The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from these estimates.
	d)	Foreign Currency Translation
		The Company’s functional currency is the U.S. dollar. Transactions in foreign currency are translated into U.S. dollars as follows:
		i) monetary items at the rate prevailing at the balance sheet date; ii) non-monetary items at the historical exchange rate; iii) revenue and expense items at the average rate in effect during the applicable accounting period.
		Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains or losses are included in the Statement of Operations.

F-5

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STERLING GOLD CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS
OCTOBER 31, 2007
(Unaudited)
(Stated In U.S. Dollars)

e)	Basic and Diluted Loss Per Share
	In accordance with SFAS No. 128 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At October 31, 2007, the Company has no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.
f)	Financial Instruments
	The carrying values of the Company’s financial instruments, including cash, accounts payable, loans payable and accrued liabilities, and due to related parties, approximate their fair values due to their short term maturities.
	The Company has adopted SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The financial instruments affected includes certain obligations that can be settled with shares of stock
g)	Cash and Cash Equivalents
	Cash consist of cash on deposit with high quality major financial institutions, and to date, has not experienced losses on any of its balances. For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. At October 31, 2007, the Company had no cash equivalents.
h)	Concentration of Credit Risk
	The Company maintains its cash in one commercial account at a major financial institution. Although the financial institution is considered creditworthy and has not experienced any losses on its deposits, at October 31, 2007 the Company’s cash balance exceeded Federal Deposit Insurance corporation (FDIC) limits by $474,683.

F-6

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STERLING GOLD CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS
OCTOBER 31, 2007
(Unaudited)
(Stated In U.S. Dollars)

4.	MINERAL CLAIM INTEREST
	On November 18, 2003, the Company acquired, from a private company controlled by the Company’s former president, a 100% interest in one mineral claim located in Cariboo Mining Division, British Columbia, Canada, known as the K-2 Mining Claim. The consideration for the acquisition was a cash payment of $6,800, which represented reimbursement of the cost paid by the vendor for the staking of the mineral claim. Title continues to be recorded in the name of this private company of behalf of the Company.
5.	PROMISSORY NOTES PAYABLE
	The amount at October 31, 2007 of $52,000 (2006 - $10,500), comprising three promissory notes of $11,000, $11,000 and $30,000, are due to an unrelated party, are unsecured, bear interest at 10% per annum and are repayable on August 1, 2008, February 1, 2008 and March 1, 2008, respectively.
6.	ADVANCE PAYABLE
	The amount at October 31, 2007 of $1,529 (2006 - $1,529) is due to a company owned by a former president of the Company, is unsecured, and interest free and repayable on demand.
7.	WARRANTS
	The continuity of share purchase warrants is summarized as follows:

			Weighted Average
	Number		Exercise Price
Balance, January 31, 2007	-	$	-
Granted	12,375,000		0.25
Balance, October 31, 2007	12,375,000	$	0.25

Share purchase warrants outstanding at October 31, 2007 are as follows:

Expiration Date	Exercise Price	Number Outstanding
May 17, 2012	$0.25	12,375,000

Each two warrants are exercisable into one share of common stock.

F-7

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STERLING GOLD CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS
OCTOBER 31, 2007
(Unaudited)
(Stated In U.S. Dollars)

 
The fair value of the warrants issued has been determined using a Black-Scholes option pricing model and the following assumptions:

Expected volatility	55.91%
Expected dividend yield	0.00%
Risk-free interest rate	4.71%
Expected life	2 years

8.	RELATED PARTY TRANSACTIONS AND AMOUNTS OWING
	During the nine months ended October 31, 2007 the Company carried out a number of transactions with related parties in the normal course of business. These transactions were recorded at their exchange amount, which is the amount of consideration paid or received, as established and agreed to by the related parties as if there were dealing at arm’s length.
	The following are related party transactions and amounts owing at October 31, 2007 that are not otherwise disclosed elsewhere:
	The Company incurred accounting fees of $8,105 (2006 - nil) to the Company’s president, director, officer and majority shareholder. All of which has been paid in full.
	The Company currently has no employees and relies upon its sole officer and directors to further its affairs. The sole officer and directors provide services to the Company without any salaried compensation.
9.	CONTRACTUAL OBLIGATIONS AND COMMITMENTS
	The Company has no significant contractual obligations or commitments with any parties respecting executive compensation, consulting arrangements, rental premises or other matters, except as disclosed elsewhere in these notes. The officer and directors provide management services to the Company without any compensation.
10.	PRIVATE PLACEMENT
	On May 17, 2007, the Company issued 12,375,000 units at $.05 per unit for cash proceeds of $618,750. Each unit comprises one share of restricted common stock and one share restricted common stock purchase warrant, entitling the holder to one share of common stock per every two warrants, exercisable at $0.25 at any time up to 5 years from the date of the subscription agreement.
	Based on the relative fair values of the common stock and warrants on the date of issuance, the Company allocated $495,000 of the proceeds to the common stock and $123,750 of the gross proceeds to the warrants.

F-8

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ITEM 2.      MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

     We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.

     We will be conducting research in the form of exploration of the property. Our exploration program is in the "Milestones" section of this report. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a body of ore, and we have determined it is economical to extract the ore from the land.

     We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.

     On May 17, 2007, we closed a private placement and raised $618,750. This will give us the ability to locate a geologist to direct our exploration program. Once we have located and contracted a geologist, we will begin core drilling to see if we can find mineralization. We will have the ability to do exploration activities on the property.

     If we are unable to complete exploration because we do not have enough money, we will cease operations until we raise more money. If we cannot or do not raise more money, we will cease operations. If we cease operations, we don’t know what we will do, and we don’t have any plans to do anything else.

     We do not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors who we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Milestones -

     The following are our milestones:

     1. Locate a geologist to direct our exploration program.

     2. In the spring of 2008 – Collect samples. We will collect soil samples and have the samples analyzed by an independent third party . Time to conduct the sampling – 90 days.

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     3. In the fall of 2008 - Core drilling. Core drilling will cost $20.00 per foot. We intend to drill approximately 10,000 linear feet or 50 holes. Core drilling will be subcontracted to non affiliated third parties. Time to conduct the core drilling - 90 days.

     All funds for the foregoing activities will be obtained from our private placement.

Limited Operating History; Need for Additional Capital

     There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

     To become profitable and competitive, we will conduct research and exploration of our properties before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required for implementing our research and exploration phases.

     We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of Operations

From Inception on January 26, 2004 to October 31, 2007

     We will conduct our exploration activities on one property containing one claim. The property is staked and we will begin our exploration plan upon completion of our private placement.

     Since inception, we have used loans from Woodburn Holdings Ltd., a corporation owned by Robert Baker, our former president and a loan from Dimac Capital Corporation, a corporation owned by Kathrine MacDonald, one of our former shareholders, to stake the property, to incorporate us, and for legal and accounting expenses. Net cash provided by them from inception on January 26, 2004 to April 30, 2006 was $1,529. The loans are not evidenced by any written instrument and are without interest.

Liquidity and Capital Resources

     As of the date of this report, we have yet to generate any revenues from our business operations.

     We issued 5,000,000 shares of common stock through a Section 4(2) offering in January 2004. This was accounted for as a purchase of shares of common stock.

     On November 18, 2004, our public offering was declared effective by the SEC (SEC file no. 333-112988). On May 10, 2005, we completed our public offering and sold 1,005,000 shares of common stock and raised $100,500. We spent all of the proceeds from the offering as we previously reported.

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     On May 17, 2007, we closed a private placement of 12,375,000 units, comprising 12,375,000 common shares and 12,375,000 stock purchase warrants and raised $618,750. This will give us the ability to do exploration activities on the property. Each unit comprises one share of restricted common stock and one share restricted common stock warrant, entitling the holder to one common stock per every two warrants, exercisable at $0.25 at any time up to 5 years from the date of the subscription agreement.

ITEM 3.      CONTROLS AND PROCEDURES

     Evaluation of Disclosure Controls and Procedures - Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.

 
PART II - OTHER INFORMATION

ITEM 6.      EXHIBITS

     The following Exhibits are attached hereto:

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to
	Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of
	1934, as amended.
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant To 18
	U.S.C. SecPtion 1350, as adopted pursuant to Section 302 Of The Sarbanes-Oxley Act of
	2002.

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SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 6^th day of December, 2007.

STERLING GOLD CORP.
(Registrant)
BY:	LINDA SMITH
	Linda Smith
	President, Principal Executive Officer, Secretary,
	Treasurer, Principal Financial Officer and
	member of the Board of Directors.

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EXHIBIT INDEX

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to
	Rule 13a-15(a) and Rule 15d-15(a), promulgated under the Securities Exchange Act of
	1934, as amended.
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant To 18
	U.S.C. Section 1350, as adopted pursuant to Section 302 Of The Sarbanes-Oxley Act of
	2002.

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EX-31.1

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Linda Smith, certify that:

1.	I have reviewed this 10-QSB for the period ending October 31, 2007 of Sterling Gold Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules and 15d-15(e) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	December 6, 2007	LINDA SMITH
		Linda Smith, President, Principal Executive Officer
		and Principal Financial Officer.

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 

     In connection with the Quarterly Report of Sterling Gold Corp. (the "Company") on Form 10-QSB for the period ended October 31, 2007, as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Linda Smith, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

          Dated this 6^th day of December, 2007.
 

LINDA SMITH 

Linda Smith, President, Chief Executive 

Officer and Chief Financial Officer