Lode-Star Mining Inc. - Quarter Report: 2009 May (Form 10-Q)

iternationalgold10q.htm

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	FORM 10-Q

[ x ]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2009

OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934

	Commission file number 333-123134

INTERNATIONAL GOLD CORP.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

789 West Pender Street, Suite 1010

Vancouver, British Columbia

Canada V6C 1H2

(Address of principal executive offices, including zip code.)

(604) 606-7979

(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [ x ] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer		[ ]	Accelerated Filer	[ ]
Non-accelerated Filer		[ ]	Smaller Reporting Company	[ x ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. YES [ ] NO [ x ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 6,000,000 as of May 12, 2009

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

FIRST QUARTER FINANCIAL STATEMENTS

March 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

BALANCE SHEETS

(Unaudited)

(Stated in U.S. Dollars)

	MARCH 31	DECEMBER 31
	2009	2008

ASSETS

Current
Cash	$	5,082	$	126
Amounts receivable		500		125
		5,582		251

Mineral Claim Interest (Note 3)		8,500		8,500
	$	14,082	$	8,751

LIABILITIES

Current
Accounts payable and accrued liabilities	$	16,949	$	20,395
Amounts due to related parties (Note 5)		84,808		73,106
		101,757		93,501

STOCKHOLDERS’ DEFICIENCY

Capital Stock (Note 4)
Authorized:
100,000,000 voting common shares with a par value of $0.00001 per share

Issued and Outstanding:
5,000,000 common shares issued as at March 31, 2009 and December 31, 2008		50		50

Additional Paid-In Capital		3,000		3,000
Share Subscription Received in Advance		5,000		-
Deficit Accumulated During The Exploration Stage		(100,520)		(91,101)
Accumulated Other Comprehensive Income		4,795		3,301
		(87,675)		(84,750)

	$	14,082	$	8,751

The accompanying condensed notes are an integral part of these financial statements.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

(Stated in U.S. Dollars)

						CUMULATIVE
						PERIOD FROM
						INCEPTION
						DECEMBER 9
	THREE MONTHS ENDED					2004 TO
	MARCH 31					MARCH 31
	2009		2008		2009

Revenue	$	-	$	-		$	-

Expenses
Interest and bank charges		708		-			2,144
Office and sundry		-		-			5,077
Professional fees		1,211		-			65,174
Rent		7,500		-			23,125
Transfer and filing fees		-		-			5,000
		9,419		-			100,520
Net Loss For The Period	$	(9,419)	$	-		$	(100,520)
Basic And Diluted Net Loss Per Share	$	(0.00)	$	(0.00)

Weighted Average Number Of Shares Outstanding		5,000,000		5,000,000

STATEMENTS OF COMPREHENSIVE LOSS

(Stated in U.S. Dollars)

					CUMULATIVE FROM
					INCEPTION
					DECEMBER 9
	3 MONTHS ENDED				2004 TO
	MARCH 31				MARCH 31
	2009		2008		2009

Net Loss For The Period	$	(9,419)	$	-	$	(100,520)

Other Comprehensive Income
Unrealized foreign currency translation adjustment		1,494		-		4,795

Total Comprehensive Loss For The Period	$	(7,925)	$	-	$	(95,725)

The accompanying condensed notes are an integral part of these financial statements.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ DEFICIENCY

PERIOD FROM INCEPTION, DECEMBER 9, 2004, TO MARCH 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

	COMMON STOCK							DEFICIT
	NUMBER OF COMMON SHARES	PAR VALUE		ADDITIONAL PAID – IN CAPITAL		SHARE SUBSCRIPTION RECEIVED		ACCUMULATED DURING THE EXPLORATION STAGE		ACCUMULATED OTHER COMPREHENSIVE INCOME		TOTAL
Beginning balance,
December 9, 2004		$	-	$	-	$	-	$	-	$	-	$	-

Shares issued for cash on December 10, 2004 at $0.00001	5,000,000	50		-		-		-		-		50
Net loss for the period								(10,013)				(10,013)

Balance, December 31, 2004	5,000,000	50		-		-		(10,013)		-		(9,963)

Non-cash service from directors	-	-		3,000		-		-		-		3,000
Net loss for the year	-	-		-		-		(7,604)		-		(7,604)

Balance, December 31, 2005	5,000,000	50		3,000		-		(17,617)		-		(14,567)

Net loss for the year	-	-		-		-		(6,027)		-		(6,027)

Balance, December 31, 2006	5,000,000	50		3,000		-		(23,644)		-		(20,594)

Net loss for the year	-	-		-		-		(10,935)		-		(10,935)

Balance, December 31, 2007	5,000,000	50		3,000		-		(34,579)		-		(31,529)

Net loss for the year	-	-		-		-		(56,522)		3,301		(53,221)

Balance, December 31, 2008	5,000,000	50		3,000		-		(91,101)		3,301		(84,750)

Share subscription received	-	-		-		5,000		-		-		5,000
Net loss for the period	-	-		-		-		(9,419)		1,494		(7,925)

Balance, March 31, 2009	5,000,000	$ 50		$ 3,000		$ 5,000		$ (100,520)		$ 4,795		$(87,675)

The accompanying condensed notes are an integral part of these financial statements.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

(Stated in U.S. Dollars)

					CUMULATIVE
					PERIOD FROM
					INCEPTION
					DECEMBER 9
	THREE MONTHS ENDED				2004 TO
	MARCH 31				MARCH 31
	2009		2008		2009
Cash Provided By (Used In):
Operating Activities
Net loss for the period	$	(9,419)	$	(1,795)		$	(100,520)

Adjustment to reconcile net loss to net cash used by operating activities:
Non-cash services from director		-		-			3,000

Net changes in non-cash operating working capital items:
Amounts receivable		(375)		(51)			(500)
Accounts payable and accrued liabilities		(3,446)		1,463			16,949
		(13,240)		(383)			(81,071)
Financing Activities
Amounts due to related parties		11,702		(5)			84,808
Issue of common stock		-		-			50
Share subscription received		5,000		-			5,000
		16,702		-			89,858
Investing Activity
Acquisition of mineral claim parties		-		-			(8,500)

Foreign exchange on cash		1,494		-			4,795

Net Increase (Decrease) in Cash		4,956		(388)			5,082

Cash, Beginning of Period		126		5,365			-

Cash, End of Period	$	5,082	$	4,977		$	5,082

Supplemental Disclosure Of Cash Flow Information
Cash paid during the period for:
Interest	$	-	$	-		$	-
Income taxes	$	-	$	-		$	-

The accompanying condensed notes are an integral part of these financial statements.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS

The unaudited financial information furnished herein reflects all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented. These third quarter financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form SB-2. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding fiscal year, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s financial statements for the fiscal year ended December 31, 2008, has been omitted. The results of operations for the three month period ended March 31, 2009 are not necessarily indicative of results for the entire year ending December 31, 2009.

Organization

The Company was incorporated in the State of Nevada, U.S.A., on December 9, 2004. The Company’s principal executive offices are located in Vancouver, British Columbia, Canada.

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. The Company was formed for the purpose of acquiring exploration and development stage natural resource properties. The Company has not commenced business operations. The Company is considered an exploration stage company in accordance with the Statement of Financial Accounting Standards No. 7.

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 loss of $100,520 for the period from December 9, 2004 (inception) to March 31, 2009, and has no sales. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral claims. Although there is no assurance that management’s plans will be realized, 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.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement. All dollar amounts are in U.S. dollars unless otherwise noted.

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) Organization and Start-up Costs

Costs of start up activities, including organizational costs, are expensed as incurred.

Exploration Stage Company

The Company’s financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (“SFAS 7”), “Accounting and Reporting for Development Stage Enterprises,” and Securities and Exchange Commission (“SEC”) Act Guide 7, as it devotes substantially all of its efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.

Mineral Property Acquisition Payments

Mineral property acquisition costs are initially capitalized as tangible assets when purchased. At the end of each fiscal quarter end, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

Mineral Property Exploration Costs

Mineral property exploration costs are expensed as incurred.

Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.

As of the date of these financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition costs.

Management periodically reviews the carrying value of its investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a production mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that the Company will continue exploration on such project. The Company does not set a pre-determined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate.

The Company’s exploration activities and proposed mine development are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

The accumulated costs of properties that are developed on the stage of commercial production will be amortized to operations through unit-of-production depletion.

Cash

Cash consists of cash on deposit with high quality major financial institutions, and to date, the Company has not experienced losses on any of its balances. The carrying amounts approximated fair market value due to the liquidity of these deposits. For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of six months or less to be cash equivalents.

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 exchange rate prevailing at the balance sheet date;

ii)	non-monetary items at the historical exchange rate;

iii)	revenue and expense at the average rate in effect during the applicable accounting period.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign Currency Translation (Continued)

Translation adjustments resulting from this process are recorded in Stockholders’ Equity as a component of Accumulated Other Comprehensive Income (Loss).

Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are recorded in the Statement of Operations.

Financial Instruments

The carrying values of the Company’s financial instruments, including cash, accounts payable and accrued liabilities and amounts due to related parties approximate their fair value because of the short maturity of these instruments. The Company’s operations are in Canada and virtually all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates. The Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

The Company has adopted SFAS No. 150, “Accounting For Certain Financial Instruments and 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

Use of Estimates and Assumptions

The preparation of financial statements, in conformity with United States generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions are determining the fair value of transactions involving common stock, valuation and impairment losses on mineral property acquisitions. Other areas requiring estimates include allocations of expenditures to resource property interests. Actual results may differ from the estimates.

Basic and Diluted Net Loss Per Share

The Company reports basic loss per share in accordance with SFAS No. 128 – “Earnings Per Share”. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding during the period. Diluted loss per 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. As the Company generated net losses in the period presented, the basic and diluted loss per share is the same, as any exercise of options or warrants would be anti-dilutive.

Revenue Recognition

Revenue is recognized upon delivery when title and risk of ownership of metals or metals bearing concentrate passes to the buyer and when collection is reasonably assured. The passing of title to the customer is based on the terms of the sales contract. Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets

Comprehensive Loss

SFAS No. 130 – “Reporting Comprehensive Income” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2009, the Company has other cumulative comprehensive income of $4,795.

Stock-Based Compensation

On November 1, 2005, the Company adopted SFAS No. 123 (revised 2004) – Share-Based Payment (“SFAS No. 123(R)”), which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments for the enterprise, or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments.

In January 2005, the SEC issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123(R). SFAS No. 123 (R) eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting.

Principles Board (APB) Opinion No. 25 – Accounting for Stock Issued to Employees, and instead requires that such transactions be accounted for using a fair-value-based method.

The Company uses the Black-Scholes option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123(R), consistent with that used for pro-forma disclosures under SFAS No. 123 – Accounting for Stock-Based Compensation.

To March 31, 2009, the Company has not granted any stock options.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

3.	MINERAL CLAIM INTEREST

The Company has the right to conduct exploration activity on one mineral claim (“the Claim”), the legal title to which is held by Woodburn Holdings Ltd. (“Woodburn”), a British Columbia corporation owned and controlled by Robert Baker, who is the sole director and officer of the Company.

The Claim number is 516362 and it is located on the south end of Polley Lake approximately 90 kilometers northeast of the city of Williams Lake in the Cariboo Mining Division, British Columbia, Canada. The claim is approximately 500 meters long and 500 meters wide.

To maintain the Claim, Woodburn must pay a fee of approximately $866 each year until 2009, and $1,652 each year thereafter. The claim is currently in good standing until June 15, 2009.

4.	CAPITAL STOCK

On December 10, 2004, pursuant to a private placement, the Company sold 5,000,000 shares of its common stock at $0.00001 per share for cash.

Subsequent to March 31, 2009 the Company issued 1,000,000 shares of its common stock for cash proceeds of $100,000.

As at March 31, 2009, the Company has no stock options, warrants or other dilutive securities.

5.	RELATED PARTY TRANSACTIONS AND AMOUNTS OWING

Amounts due to various shareholders and/ or corporations associated with them are unsecured and interest free with no specific terms of repayment, except noted as below.

On March 10, 2008 the Company received an advance from a related party of $3,900 (CND $5,000). This advance and other amounts owing previously by the Company to this related party aggregated $44,130, and became covered by a promissory note dated March 10, 2009. This promissory note bears interest at 8% per annum, simple interest and is due and payable with accumulated interest on March 10, 2010.

During the three months ended March 31, 2009, the Company was charged $7,500 (2008 -$nil) in rent by a private company with a director in common.

6.	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.

ITEM 2. MANAGEMENT’S 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.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. We must raise cash to implement our project and stay in business. Our success or failure will be determined, at least in part, by what we find under the ground. The more money we raise, the more core samples we can take. The more core samples we take, the more thorough our exploration will be. Since we do not know what we will find under the ground, we cannot tell you if we will be successful.

To meet our need for cash, the Company completed a public offering on April 9, 2009 of 1 million shares for a total of $100,000 USD. We believe we will be able to stay in business for one year. The funds raised in this offering will be applied to the items noted below. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. We may need to raise additional funding to complete our exploration of the property, which include a second public offering, a private placement of securities, or loans from our sole officer or others.

Mr. Baker has experience with filing reports required by federal securities law. Mr. Baker will advance funds to pay the costs of filing reports with the SEC in the event the Company does not have the funds to do so. Mr. Baker’s commitment to paying such costs is oral and not in writing. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can’t raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

We will be conducting research in the form of exploration on our property claim number 516362 located on the south end of Polly Lake which is 90 kilometers northeast of Williams lake BC. The claim is approximately 500 meters long by 500 meters wide. We do not plan to buy or sell any plant or significant equipment during the next twelve months. We do not plan to buy any equipment until 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. Whether we find mineralized material or not, we have no plans to change our business activities or to combine with another business, and are not aware of any events or circumstances that might cause us to change our plans.

If we are unable to complete any phase of exploration because we don’t have enough money, we will cease operations until we raise more money. If we can’t or don’t 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.

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 that 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.

The following are our milestones:

0-60 days after completion of the public offering, retain our consultant to manage the exploration of the property. - Cost $15,000. Time of retention 0-90 days. Our management will select the consultant. We will not do business with any affiliated consultant. We will rely on the consultant to conduct all phases of the exploration process, subject to review by our management.

30-120 days after completion of the offering. - Core drilling. Core drilling will cost $20.00 per foot. The number of holes to be drilled will be dependent upon the amount raised from the

offering. Core drilling we be subcontracted to non-affiliated third parties. Time to conduct the core drilling - 90 days.

120-150 days after completion of the offering. Have independent a third party analyze the samples from the core drilling. Determine if mineralized material is below the ground. If mineralized material is found, define the body. We estimate that it will cost $10,000 to analyze the core samples and will take 30 days.

150-365 days after completion of the offering. Analyze the results of our exploration program and determine to discontinue operations; conduct further exploration; or, in the event mineralized material is discovered, move ahead with a program of developing the property. We do not know the cost of further exploration will be until we complete our initial exploration program. We do not know what it will cost to develop the property until we find mineralized material. The source of funding further exploration or development of the property will be from the sale of additional shares of common stock in either a private placement or second public offering. There is no assurance that we will be able to raise additional funds through a private placement or second public offering.

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 plan to conduct research and exploration of our properties before we start production of any minerals we may find.

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 December 9, 2004 to March 31, 2009

We have the right to explore one property. Woodburn Holdings, Ltd. paid the cost of staking in the amount of $8,500. We will begin our exploration plan upon completion of our public offering.

Since inception, we have used loans from shareholders to stake the property, to incorporate the company, and for legal and accounting expenses. Net cash advances provided by shareholders and their affiliated companies as at March 31, 2009 were $84,808. Of this total $44,130 is covered bay a promissory note which bears interest at 8% per annum and is due March 10, 2010. The balance is unsecured, interest free with no specific term of repayment.

Liquidity and Capital Resources

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

In December 2004, we issued 5,000,000 shares of common stock pursuant to the exemption from registration continued in Section 4(2) of the Securities Act of 1933. This was accounted for as a purchase of shares of common stock.

As of March 31, 2009, our total assets were $14,082 and our total liabilities were $101,757.

During April 2009 we issued 1 million shares of Common stock in the Company pursuant to a public offering. The offering was set at $0.10 per share and the Company raised $100,000 in the offering.

The Company currently has approximately $62,500 of cash on hand.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures: Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control: We have also evaluated our internal control for financial reporting, and there have been no changes in our internal controls or in other factors that could affect those controls subsequent to the date of their last evaluation.

PART II - OTHER INFORMATION

ITEM 1A.

RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2.

REGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On July 18, 2008, the Securities and Exchange Commission declared our Form S-1 Registration Statement effective (File number 333-123134) permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share. The Company completed this Public offering under the terms described in our Form S-1 Registration Statement and sold 1,000,000 shares of common stock in April 2009 for gross proceeds of $100,000, no underwriter was used in connection with the sale of this common stock.

ITEM 6. EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officer.

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 14th day of May, 2009

INTERNATIONAL GOLD CORP.

BY: “Robert M. Baker”

Robert M. Baker

President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer, and sole member of the Board of Directors

EXHIBIT INDEX

Exhibit No.	Document Description
31.1	Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officer.

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Robert M. Baker, certify that:

1.	I have reviewed this Form 10-Q for the period ended March 31, 2009 of International 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 13a-15(e) and 15d-15(e)):

	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.	Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

	c.	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 year covered by this report based on such evaluation; and

	d.	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.

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: May 14, 2009

	“ROBERT M. BAKER”
	Robert M. Baker
	Principal Executive Officer and Principal Financial
	Officer

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 International Gold Corp. (the "Company") on Form 10-Q for the period ended March 31, 2009, as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Robert M. Baker, 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 14th day of May, 2009

		“ROBERT M. BAKER”
		Robert M. Baker
		Chief Executive Officer and Chief Financial Officer