Lode-Star Mining Inc. - Quarter Report: 2010 March (Form 10-Q)

international_033110-10q.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, 2010

OR

o	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 o

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	o	Accelerated Filer	o
Non-accelerated Filer	o	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 o 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 16, 2010.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

TABLE OF CONTENTS

		Page

PART I.	Financial Information	3

	Item 1. Financial Statements ( Unaudited)	3

	Balance Sheets (Unaudited) as of March 31, 2010 and December 31, 2009	3

	Statements of Operations (Unaudited) for the Three Months Ended March 31, 2010 and 2009 and Cumulative from Inception (December 9, 2004) to March 31, 2010	4

	Statements of Comprehensive Loss (Unaudited) for the Three Months Ended March 31, 2010 and 2009 and Cumulative from Inception (December 9, 2004) to March 31, 2010	4

	Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2010 and 2009 and Cumulative from Inception (December 9, 2004) to March 31, 2010	5

	Notes to Consolidated Financial Statements as of March 31, 2010 (Unaudited)	6

	Item 2. Management’s Discussion and Analysis or Plan of Operations	14

	Item 3. Quantitative and Qualitative Disclosures About Market Risk.	15

	Item 4. Controls and Procedures	15

PART II.	Other Information	16

	Item 1A. Risk Factors.	16

	Item 2. Registered Sales of Equity Securities and Use of Proceeds	16

	Item 6. Exhibits	16

PART I FINANCIAL INFORMATION

INTERNATIONAL GOLD CORP.
(An Exploration Stage Company)

BALANCE SHEETS
(Unaudited)
(Stated in U.S. Dollars)

	MARCH 31			DECEMBER 31
	2010			2009

ASSETS

Current
Cash	$	1,027		$	19,001
Amounts receivable		2,969			2,454
Advances recoverable (Note 3)		10,000			-
		13,996			21,455

Mineral Claim Interest (Note 4)		8,500			8,500

	$	22,496		$	29,955

LIABILITIES

Current
Accounts payable and accrued liabilities	$	8,853		$	5,697
Advances from related parties (Note 6)		74,984			72,414
Promissory notes due to related party (Note 6)		8,961			5,059
		92,798			83,170

STOCKHOLDERS’ DEFICIENCY

Capital Stock (Note 5)
Authorized:
100,000,000 voting common shares with a par value of $0.00001 per share

Issued:
6,000,000 common shares as at December 31, 2009 and at March 31, 2010		60			60

Additional paid-in capital		102,990			102,990

Deficit Accumulated During The Exploration Stage		(176,970	)		(159,566	)
Accumulated Other Comprehensive Income		3,618			3,301
		(70,302	)		(53,215	)

	$	22,496		$	29,955

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
							FROM INCEPTION
	THREE MONTHS ENDED						DECEMBER 9 2004
	MARCH 31						TO MARCH 31,
	2010			2009			2010

Revenue	$	-		$	-		$	-

Expenses
Interest and bank charges		274			708			2,711
Office and sundry		87			-			7,496
Professional fees		5,915			1,211			94,033
Rent (Note 5)		7,500			7,500			53,125
Transfer and filing fees		3,628			-			19,605

		17,404			9,419			176,970

Net Loss For The Period	$	(17,404	)	$	(9,419	)	$	(176,970	)


Basic And Diluted Net Loss Per Common Share	$	(0.00	)	$	(0.00	)

Weighted Average Number Of Common Shares Outstanding		6,000,000			5,000,000

STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
(Stated in U.S. Dollars)
									CUMULATIVE FROM INCEPTION DECEMBER 9 2004 TO MARCH 31 2010


	THREE MONTHS ENDED
	MARCH 31
	2010				2009

Net Loss For The Period		$	(17,404	)		$	(9,419	)		$	(176,970	)

Other Comprehensive Loss
Unrealized foreign currency translation adjustment			317				1,494				3,618

Total Comprehensive Loss For The Period		$	(17,087	)		$	(7,925	)		$	(173,352	)

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
							FROM INCEPTION
	THREE MONTHS ENDED						DECEMBER 9 2004
	MARCH 31						TO MARCH 31,
	2010			2009			2010

Cash Provided By (Used In)

Operating Activities
Net loss for the period	$	(17,404	)	$	(9,419	)	$	(176,970	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest payable		184			-			478
Non-cash service from director		-			-			3,000
Unrealized foreign exchange		-			-			(150	)
Net changes in non-cash operating working capital items:
Amounts receivable		(514	)		(375	)		(2,968	)
Accounts payable and accrued liabilities		3,156			(3,446	)		8,311
		(14,578	)		(13,240	)		(168,299	)
Financing Activities
Issue of common stock		-			5,000			100,050
Advances from related parties		2,787			11,702			75,893
Proceeds from promissory notes		3,500			-			8,265
		6,287			16,702			184,208
Investing Activities
Acquisition of mineral claim interest		-			-			(8,500	)
Advances (Note 6)		(10,000	)		-			(10,000	)
		(10,000	)		-			(18,500	)

Foreign Exchange Effect On Cash		317			1,494			3,618

Net (Decrease) Increase In Cash		(17,974	)		4,956			1,027

Cash, Beginning Of Period		19,001			126			-

Cash, End Of Period	$	1,027		$	5,082		$	1,027

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)

STATEMENT OF STOCKHOLDERS’ DEFICIENCY
PERIOD FROM INCEPTION, DECEMBER 9, 2004, TO MARCH 31, 2010
(Unaudited)
(Stated in U.S. Dollars)

	COMMON STOCK				ADDITIONAL PAID-IN CAPITAL		DEFICIT ACCUMULATED DURING EXPLORATION STAGE			ACCUMULATED OTHER COMPREHENSIVE INCOME
	NUMBER OF COMMON SHARES		PAR VALUE		ADDITIONAL PAID-IN CAPITAL		DEFICIT ACCUMULATED DURING EXPLORATION STAGE			ACCUMULATED OTHER COMPREHENSIVE INCOME		TOTAL

Beginning balance		-	$	-	$	-	$	-		$	-	$	-

Shares issued for cash on 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	)

Shares issued for cash on at $0.10
		1,000,000		10		99,990		-			-		100,000
Net loss for the year		-		-		-		(68,465	)		-		(68,465	)

Balance,
December 31, 2009		6,000,000		60		102,990		(159,566	)		3,301		(53,215	)

Net loss for the period		-		-		-		(17,404	)		317		(17,087	)

Balance, March 31, 2010		6,000,000	$	60	$	102,990	$	(176,970	)	$	3,618	$	(70,302	)

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, 2010

(Unaudited)

(Stated in U.S. Dollars)

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, 2009, has been omitted. The results of operations for the three month period ended March 31, 2010 are not necessarily indicative of results for the entire year ending December 31, 2010.

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 $176,970 for the period from December 9, 2004 (inception) to March 31, 2010, and has had no revenue. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral claim. 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, 2010

(Unaudited)

(Stated in U.S. Dollars)

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:

Organization and Start-up Costs

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

Exploration Stage Company

Until properties are acquired and developed, the Company will continue to prepare 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.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Mineral Property Exploration Costs (Continued)

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 at 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:

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 items at the rate in effect of the date of transaction.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2010

(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’ Deficiency 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, advances from related parties and promissory notes 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 ASC Topic 480 “Distinguishing Liabilities from Equity” (formerly SFAS 150). This topic establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. ASC Topic 480 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.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basic and Diluted Net Loss Per Share

The Company reports basic loss per share in accordance with ASC Topic 260, “Earnings Per Share” (formerly SFAS 128). 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

ASC Topic 220, “Comprehensive/Income” (formerly SFAS 130) establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. From the date of inception the Company has other cumulative comprehensive loss of $3,618.

Stock-Based Compensation

On November 1, 2005, the Company adopted ASC Topic 718, “Compensation – Stock Compensation” (formerly SFAS 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.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-Based Compensation (Continued)

The Company uses the Black-Scholes option-pricing model to determine the fair-value of these transactions.

To March 31, 2010, the Company has not granted any stock options.

ADVANCE RECOVERABLE

By letter agreement dated March 19, 2010, the Company paid an advance of $10,000 to FourSpots, Inc. in connection with a prospective financing and merger between the two companies. The funds advanced will be returned in full as a formal agreement was not entered into and negotiations were terminated.

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 the sole director and officer of the Company.

The Claim 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 a fee of approximately $1,652 must be paid each year. The claim is currently in good standing until June 15, 2010.

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.

During the year ended December 31, 2009, the Company issued 1,000,000 shares of its common stock for cash proceeds of $100,000.

The Company has no stock option plan, warrants or other dilutive securities.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

RELATED PARTY TRANSACTIONS, ADVANCES PAYABLE AND PROMISSORY NOTES

During the year ended December 31, 2009, the Company entered into a promissory note agreement with a related party totaling $4,906 (CDN$5,000). This promissory note bears interest at 8% per annum, is unsecured and is due with accumulated interest on demand. As at March 31, 2010, a total of $408 has been accrued as interest payable on this note.

During the 3 months ended March 31, 2010, the Company entered into a promissory note agreement with a related party totaling $3,500. This promissory note bears interest at 10% per annum, is unsecured and is due with accumulated interest on demand. As at March 31, 2010, a total of $87 has been accrued as interest on this note.

As at March 31, 2010, all other advances from related parties are due to the Company’s director, various significant shareholders and/or corporations associated with them. These advances are unsecured and interest free with no specific terms of repayment.

During the three months ended March 31, 2010, the Company was charged $7,500 (2009 - $7,500) in rent by a private company with a director in common.

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.

8.	SUBSEQUENT EVENTS On May 3, 2010, the Company entered into two promissory note agreements with a related party aggregating $5,836. The promissory notes bear interest at 8% per annum, is unsecured and is due with accumulated interest on demand.

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.

Plan of Operation

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. Our only other source for cash at this time is investments by others in a public offering.

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. To meet our need for cash, the Company completed a public offering on April 9, 2009 of 1,000,000 shares for a total of $100,000 USD. We anticipate the need to raise additional funding to stay in business for the next fiscal year as well as complete our exploration of the property, which may include a second public offering, a private placement of securities, or loans from our sole officer or others. .

Mr. Baker will continue to advance funds for our operations. Mr. Baker has experience with filing reports required by federal securities law. Mr. Baker will continue to 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 of the property. Our exploration program is explained in as much detail as possible in the business section of our prospectus. 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 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.

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.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (Continued)

Results of Operations

From Inception on December 9, 2004 to March 31, 2010

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, 2010 were $83,945. Of this total $8,961 is covered by a promissory note which bears interest. 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, 2010, our total assets were $22,496 and our total liabilities were $92,798.

During April 2009 we issued 1,000,000 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 $1,027 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: We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Changes in Internal Control: We have also evaluated our internal control for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly 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.

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 17TH day of May, 2010

	INTERNATIONAL GOLD CORP.

	By:	/s/ 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.