U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)
[ X ]     QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

          For the quarterly period ended June 30, 1999

[   ]     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 0-25455

                              INTERGOLD CORPORATION
                              ---------------------
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                               88-0365453
            ------                                               ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                    5000 Birch Street, West Tower, Suite 4000
                         Newport Beach, California 92660
                         -------------------------------
                    (Address of Principal Executive Offices)

                                 (949) 476-3611
                                 --------------
                           (Issuer's telephone number)

                                       N/A
                                       ---
              (Former name, former address and former fiscal year,
                          if changed since last report)

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 past 90 days.

     Yes X    No

State the number of shares  outstanding of each of the issuers classes of common
equity, as of the latest practicable date:

Class                                          Outstanding as of August 13, 1999
-----                                          ---------------------------------
Common Stock, $.00025 par value                52,452,000

Transitional Small Business Disclosure Format (check one)

     Yes     No X

<PAGE>


Part I. FINANCIAL INFORMATION

Item 1. Financial Statements
----------------------------

The unaudited  financial  statements of Intergold  Corporation  (the  "Company")
reflect all  adjustments  which are, in the opinion of management,  necessary to
present  a fair  statement  of the  operating  results  for the  interim  period
presented.


                              INTERGOLD CORPORATION
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS
                                   (Unaudited)

                                  June 30, 1999


                                TABLE OF CONTENTS
                                -----------------

                                                                          Page
                                                                          ----


Balance Sheet                                                             2

Statements of Operations                                                  3

Statements of Cash Flows                                                  4

Notes to Financial Statements                                            5 - 14





                                       1
<PAGE>
<TABLE>
<CAPTION>


                              INTERGOLD CORPORATION
                          (A Development Stage Company)
                                  Balance Sheet
                                   (Unaudited)

                                                                           June 30,
                                                                            1999
                                                                         -----------
                                     ASSETS
CURRENT ASSETS
<S>                                                                      <C>
  Cash and cash equivalents                                              $     7,187
PROPERTY PLANT AND EQUIPMENT
  Equipment (net of depreciation)                                              3,850
OTHER ASSETS
  Available-for-sale investments                                              65,000
                                                                         -----------

      Total Assets                                                       $    76,037
                                                                         ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
  Accounts payable - trade                                               $   153,851
  Advances payable                                                           175,935
  Directors fees payable                                                      33,500
  Notes payable                                                              551,890
  Accrued interest payable                                                   153,993
                                                                         -----------

      Total Liabilities                                                    1,069,169
                                                                         -----------

STOCKHOLDERS' EQUITY (Deficit)
  Preferred stock, $.001 par value; authorized at June 30, 1999
    75,000,000 shares; issued and outstanding at June 30, 1999 -
    Series A - 10,000,000 shares,                                             10,000
    Series B - 2,510,000 shares                                                2,510
    Upon Liquidation, Series A shares have a $.25 per share preference
    over other preferred or common stock, Series B shares have a
    $.50 preference over other non-Series A preferred or common stock
  Common stock $.00025 par value; authorized at June 30, 1999 -
     125,000,000 shares; issued and outstanding at
     June 30, 1999, 52,452,000 shares                                         13,114
  Paid - in capital                                                        7,210,144
  Accumulated unrealized gain/loss on investments                           (105,000)
  Accumulated deficit through development stage                           (8,123,900)
                                                                         -----------

      Total Stockholders' Equity (Deficit)                                  (993,132)
                                                                         -----------

      Total Liabilities and Stockholders' Equity (Deficit)               $    76,037
                                                                         ===========

 See accompanying summary of accounting policies and notes to financial statements.

                                        2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                INTERGOLD CORPORATION
                                            (A Development Stage Company)
                                               Statements of Operations
                                                       (Unaudited)
                                                                                                                   Inception
                                                     For the 3 Months Ended          For the 6 Months Ended        (July 26,
                                                              June 30,                      June 30,                1996) to
                                                      ---------------------           ---------------------         June 30,
                                                      1999             1998           1999            1998            1999
                                                      ----             ----           ----            ----            ----
                    REVENUES
<S>                                               <C>             <C>             <C>             <C>             <C>
  Other income                                    $       --      $       --      $       --      $       --      $      1,699
                                                  ------------    ------------    ------------    ------------    ------------

      Total Revenues                                      --              --              --              --             1,699
                                                  ------------    ------------    ------------    ------------    ------------

              OPERATING EXPENSES
PROPERTY EXPLORATION EXPENSES
  Assay and lab                                            796          99,107           1,031         185,814         392,025
  Geological consultants                                63,361          24,639          95,157          74,968         750,060
  Independent project consulting                        60,788            --            60,788            --            60,788
  Consultants - survey and mapping                      11,273          50,000          11,273          50,000          11,273
  Drilling and drill core management                     3,324            --             3,326            --           216,569
  Metallurgical                                        125,802            --           125,802            --           280,639
  Research and development                             315,000            --         3,395,000            --         3,485,000
  Claims maintenance and state fees                      5,004          28,168          21,732          74,566         135,993
  Staking                                                9,053          20,943           9,053          38,127         169,132
  Wages and salaries                                      --              --                59            --            65,140
  Miscellaneous                                         (1,539)           --              --              --            29,148
  Depreciation                                             148            --               296            --               450
  Travel                                                  --              --              --              --             4,686
                                                  ------------    ------------    ------------    ------------    ------------

      Total Property Exploration Expenses              593,010         222,858       3,723,517         423,475       5,600,903
                                                  ------------    ------------    ------------    ------------    ------------

ADMINISTRATIVE EXPENSES
  Overhead and Administration                          273,900         145,000         582,400         235,000       1,673,400
  Reports/information/subscripitions/promotion          14,568          26,735          16,148          26,735         126,500
  Legal and accounting                                  25,170           2,046          44,560          11,324         289,852
  Consultants                                           46,500            --            56,500            --           118,500
  Travel                                                23,785          21,297          36,456          21,297         113,201
  Directors Fees                                         6,000           4,500          12,000          10,500          41,500
  Advertising                                            3,049            --             7,367            --             7,367
  Auto                                                   5,278            --             7,706            --            27,887
  Courier and postage                                    4,476             976           5,415           1,926          19,084
  Internet design and access                             2,308             780           2,308           3,060          10,705
  Office rent                                              667             381           1,244             621          14,582
  Office supplies                                        5,724           2,158          17,627           2,388          21,844
  Transfer agent                                           295             721             545             763           3,061
  Bank charges                                             218             193             660             402           2,934
  Security                                                --              --              --              --               867
  Telephone and fax                                        133            --               201            --             3,707
  Share issue transactions                                --              --              --              --            10,500
  Miscellaneous                                             96           1,106             202           1,106           8,838
  Wages and salaries                                      --              --              --              --            11,944
  Utilities                                               --              --              --              --            34,431
                                                  ------------    ------------    ------------    ------------    ------------

       Total Administrative Expenses                   412,167         205,892         791,339         315,122       2,540,704
                                                  ------------    ------------    ------------    ------------    ------------

       Total Operating Expenses                      1,005,177         428,750       4,514,856         738,597       8,141,607
                                                  ------------    ------------    ------------    ------------    ------------

Operating Income (Loss)                             (1,005,177)       (428,750)     (4,514,856)       (738,597)     (8,139,908)

OTHER INCOME (EXPENSE)
  Sale of Future Profit Sharing Interest                  --              --              --           170,000         170,000
  Interest Expense                                     (11,074)        (20,720)        (18,270)        (33,661)       (153,992)
                                                  ------------    ------------    ------------    ------------    ------------

Net (Loss)                                        $ (1,016,251)   $   (449,470)   $ (4,533,126)   $   (602,258)   $ (8,123,900)
                                                  ============    ============    ============    ============    ============


Income (Loss) per Share                           $     (0.019)   $     (0.009)   $     (0.090)   $     (0.013)   $     (0.246)
                                                  ============    ============    ============    ============    ============

Weighted Average Number of
 Common Shares Outstanding                          52,302,549      47,943,000      50,475,315      47,943,000      32,957,396
                                                  ============    ============    ============    ============    ============

 See accompanying summary of accounting policies and notes to financial statements

                                        3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                   INTERGOLD CORPORATION
                                               (A Development Stage Company)
                                                  Statements of Cash Flows
                                      Increase (Decrease) in Cash and Cash Equivalents
                                                        (Unaudited)

                                                                                                                       Inception
                                                          For the 3 Months Ended         For the 6 Months Ended        (July 26,
                                                                  June 30,                       June 30,              1996) to
                                                            -------------------            -------------------         June 30,
                                                            1999           1998            1999           1998           1999
                                                            ----           ----            ----           ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                     <C>            <C>            <C>            <C>            <C>
  Net income (loss)                                     $(1,016,251)   $  (449,470)   $(4,533,126)   $  (602,258)   $(8,123,900)
  Adjustments to reconcile net (loss) to cash
    Depreciation and Amortization                               148           --              296           --              450
    Changes in Assets and Liabilities
        Accounts payable                                     76,829           --           35,229           --          153,851
        Director fees payable                                 6,000          4,500         12,000         10,500         33,500
        Accrued interest payable                             11,075         20,719         18,271         33,661        153,993
                                                        -----------    -----------    -----------    -----------    -----------

      Net Cash Flows Used for Operating Activities         (922,199)      (424,251)    (4,467,330)      (558,097)    (7,782,106)
                                                        -----------    -----------    -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Organization costs                                           --             --            1,771           --             --
  Acquisition of available-for-sale investments                --             --             --         (170,000)      (170,000)
  Equipment purchases                                          --           (2,664)          --           (2,664)        (4,300)
                                                        -----------    -----------    -----------    -----------    -----------

      Net Cash Flows Used for Investing Activities             --           (2,664)         1,771       (172,664)      (174,300)
                                                        -----------    -----------    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock                                          100           --            1,108           --           13,114
  Sale of preferred stock Series A                             --             --             --             --           10,000
  Sale of preferred stock Series B                            1,760           --            2,510           --            2,510
  Additional paid-in capital                                978,140           --        3,726,382           --        7,210,144
  Advances - net of payments                                (67,600)       437,512         (6,104)       609,513        175,935
  Note payable advances                                        --             --          500,000           --          551,890
                                                        -----------    -----------    -----------    -----------    -----------

      Net Cash Flows Provided by Financing Activities       912,400        437,513      4,223,896        609,513      7,963,593
                                                        -----------    -----------    -----------    -----------    -----------

Net increase in cash                                         (9,799)        10,598       (241,663)      (121,248)         7,187

Cash and cash equivalents -  Beginning of period             16,986          2,571        248,850        134,417           --
                                                        -----------    -----------    -----------    -----------    -----------

Cash and cash equivalents - End of period               $     7,187    $    13,169    $     7,187    $    13,169    $     7,187
                                                        ===========    ===========    ===========    ===========    ===========


During 1998, the Company accrued $135,722 of interest on outstanding notes and advances payable.
During 1999, the Company has accrued $18,271 of interest on outstanding notes and advances payable.
Since inception the Company has not paid or capitalized any interest.



 See accompanying summary of accounting policies and notes to financial statements.

                                        4

</TABLE>
<PAGE>

                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements

                                 June 30, 1999



NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Intergold Corporation (the Company) was incorporated on July 26, 1996 under
     the  laws of the  State of  Nevada.  The  Company  is a  development  stage
     company.

     International  Gold  Corporation's  sole asset is a block of 321 contiguous
     unpatented  lode mining claims (the  Blackhawk  Claim Group) located within
     T4S, R17E (Boise Meridian) in Lincoln County, south-central Idaho.

     The Company  engaged the services of consultants to examine the geology and
     gold mineralization  within the claim group and if warranted to recommend a
     program for the further  exploration of the property.  The Company  further
     retained the services of Bateman Engineering International to independently
     verify the  Company's  findings  and results  pursuant  to its  Blackhawk 1
     claims that included  independent  drilling and assay work. The Company has
     also engaged Dames and Moore to provide  independent  verification of assay
     and   metallurgical   recovery  work   performed  by  Auric   Metallurgical
     Laboratories, as well as environmental assessment, and other services.

     Basis of Accounting
     -------------------

     The Company utilizes the accrual basis of accounting.  Financial statements
     have been prepared using generally accepted accounting principles.

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions   that  affect  certain   reported   amounts  and  disclosures.
     Accordingly, actual results could differ from those estimates.

     Principles of Consolidation
     ---------------------------

     The consolidated  financial  statements for the three months ended June 30,
     1999 and June 30, 1998 and for the six months  ended June 30, 1999 and June
     30, 1998 include the accounts of Intergold and its wholly owned subsidiary,
     International Gold Corporation. International Gold Corporation was acquired
     by  purchase  on July 23,  1997.  The  acquisition  of  International  Gold
     Corporation  has been  accounted for on the Purchase  method of accounting.
     All significant  intercompany  transactions  and account balances have been
     eliminated.

     Research, Development and Exploration Costs
     -------------------------------------------

     Research, development and exploration costs are expensed as incurred.

                                       5
<PAGE>

                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements

                                 June 30, 1999



NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     Cash Equivalents
     ----------------

     For purposes of the Statement of Cash Flows,  cash  equivalents are defined
     as investments with maturities of three months or less.

     Depreciation
     ------------

     The Company  presently  depreciates  all  equipment  over 7 years using the
     straight-line method.

NOTE 2: ADVANCES AND NOTES PAYABLE

     Advances and Notes Payable are comprised of the following:

     Advances
     --------
                                                    June 30, 1999
                                                    -------------

     Investor Communications Int'l, Inc.              $ (17,404)
     Tri Star Financial Services, Inc.                   26,566
     Amero-can Marketing, Inc.                          166,773
                                                      ---------
                                                      $ 175,935
                                                      =========

     The advances all bear 10% simple  interest and are due on demand.  There is
     $146,567 of interest accrued on the advances as of June 30, 1999.



                                       6
<PAGE>


                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements

                                 June 30, 1999



NOTE 2: ADVANCES AND NOTES PAYABLE (continued)

     Notes Payable
     -------------

     For the  redemption  of 1,889,750  shares of restricted
     common  stock of the  Company  payable  at par value of
     $.00025.                                                     $   1,890

     To Sonanini Holdings, bearing interest at 7% per annum,
     simple interest on the balance outstanding. The note is
     dated August 6, 1998 and has no stated  maturity  date.
     Accrued  interest  on the note  through  June 30,  1999
     totals $3,152.                                                  50,000

     To Auric Metallurgical  Laboratories,  LLC, pursuant to
     the technology  sub-license  agreement  dated March 18,
     1999, bearing interest at 3% per annum, simple interest
     on the balance  outstanding.  Maturity is upon transfer
     of  technology  and is  expected  to be by the  Fall of
     1999.  Accrued  interest on the note  through  June 30,
     1999 totals $2,137.                                            250,000

     To Geneva  Resources,  Inc.  pursuant to the technology
     sub-license  agreement  dated March 18,  1999,  bearing
     interest  at 3%  per  annum,  simple  interest  on  the
     balance  outstanding.  Maturity  is  upon  transfer  of
     technology  and is  expected to be by the Fall of 1999.
     Accrued  interest  on the note  through  June 30,  1999
     totals $2,137.                                                 250,000

     Total                                                        $ 551,890
                                                                  =========


NOTE 3: STOCKHOLDERS' EQUITY

     Common Stock
     ------------

     On August 23, 1996,  1,013,000  shares were issued  under an SEC  Exemption
     Reg. D-504 offering with gross proceeds of $10,130.

     On  July  23,  1997,  the  Company  issued   42,000,000   pursuant  to  the
     Stock-For-Stock Agreement entered into with Intergold Mining Corporation in
     connection with the acquisition of International Gold Corporation.

     On August 6, 1997, 1,000,000 shares were issued under an SEC Exemption Reg.
     D-504 offering with gross proceeds of $500,000.

     On September  9, 1997,  450,000  shares were issued under an SEC  Exemption
     Reg. D-504 offering with gross proceeds of $450,000.

     On December 31, 1998,  79,000  shares were issued under Section 4(2) of the
     Securities  Act of 1933 in exchange  for $39,500 of amounts owed to outside
     vendor.

                                       7
<PAGE>


                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements

                                 June 30, 1999



NOTE 3: STOCKHOLDERS' EQUITY (continued)

     Effective  August 6, 1998,  the Company  increased the number of authorized
     shares of common stock from  80,000,000  to  125,000,000  at a par value of
     $.00025 per share.

     On January 6, 1999,  30,000  shares were issued  under  Section 4(2) of the
     Securities Act of 1933 in exchange for $15,000 owed to an outside vendor.

     On March 18, 1999, the Company issued 4,000,000  restricted shares pursuant
     to a  sublicense  agreement  for  metallurgical  and assay  technology  and
     know-how (See Note 6).

     On May 4, 1999, the Company  received  $100,000 for the exercise of 400,000
     Series A warrants to purchase 400,000  restricted shares of common stock at
     $0.25/share pursuant to the Preferred Series A private placement memorandum
     dated August 10, 1998.

     At June 30, 1999 there were 52,452,000 shares of common stock outstanding.

     Preferred Stock
     ---------------

     The Company  authorized for issuance 5,000,000 shares of Preferred Stock at
     December 31, 1997.

     Effective  August 6, 1998,  the Company  increased the number of authorized
     shares of preferred  stock from  5,000,000 to  75,000,000 at a par value of
     $.001 per share.

     Pursuant to a private  placement  memorandum  dated  August 10,  1998,  the
     Company offered Series A units at a cost of $50,000. Each unit consisted of
     200,000  shares of Series A  Preferred  stock with a par value of $.001 per
     share and 200,000  warrants.  Each warrant  entitles the holder to purchase
     one share of restricted common stock at $.25 per share. The warrants expire
     on July 31,  2001.  The Series A  preferred  shares are  redeemable  by the
     Company at any time after July 31,  2001 for $.25 per share,  plus  accrued
     and unpaid dividends. Dividends will accrue cumulatively at the rate of 20%
     per year,  and will be paid annually in arrears when, as and if declared by
     the Company's  Board of  Directors.  The Company may redeem the warrants at
     any time at a cost of $.01 per  warrant.  Each Series A preferred  share is
     convertible into one share of restricted  common stock and all then accrued
     and unpaid  dividends are convertible  into restricted  common stock at the
     conversion price of $.25 per share.

     Through June 30, 1999, the Company has issued 10,000,000 Series A preferred
     shares. The issuance generated  $2,500,000.  As of June 30, 1999, there are
     10,000,000  Series A  preferred  shares  and  9,600,000  Series A  warrants
     outstanding.

                                       8
<PAGE>


                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements

                                 June 30, 1999



NOTE 3: STOCKHOLDERS' EQUTY (continued)

     The Company has  prepared a private  placement  offering  memorandum  dated
     December  15,  1998 to offer  Series B units at a cost of $50,000 per unit.
     Each unit consists of 100,000 shares of Series B preferred stock with a par
     value of $.001 per share and 100,000 warrants.  The terms and conditions of
     the Series B offering are similar to those of the Series A offering  except
     the cost per share and any  conversion  price is at $0.50 per share and the
     Series B offering is  subordinate  to the Series A  offering.  The Series B
     offering comprises a total of 5,000,000  convertible,  redeemable preferred
     shares  and  5,000,000  warrants.  As of June 30,  1999,  the  Company  had
     received  $1,255,000,  representing  2,510,000 shares of Series B preferred
     stock and an equal number of warrants,  pursuant to this private  placement
     memorandum.

NOTE 4: JOINT VENTURE AGREEMENT

     On December  11,  1997,  the Company and  subsidiary  entered  into a Joint
     Venture Agreement with Goldstate Corporation, an OTC Bulletin Board public,
     non-reporting  company.  Under  terms of the  agreement,  the  Company  has
     received  1,000,000  restricted  common  shares in the capital of Goldstate
     Corporation in exchange for the sale of a future profit  sharing  interest.
     In 1997,  Goldstate  Corporation  also reimbursed the Company  $100,000 for
     Blackhawk II claims  maintenance and staking expenses  incurred during 1997
     pursuant to the agreement.  Goldstate  Corporation  will be responsible for
     providing  all  funding  and  will  initially  retain  80% of  the  profits
     resulting  from the  agreement,  while the  Company  will retain 20% of the
     profits. After Goldstate Corporation is repaid all of its invested capital,
     the profit  distribution  will be 51% to Goldstate  and 49% to the Company.
     Originally,  International  Gold  Corporation  held possessory title to 439
     unpatented lode mining claims that form the subject of this agreement known
     as Blackhawk II. These claims are in addition to the 321 Blackhawk I claims
     that  form the  basis of the  Company's  current  business  prospects.  The
     Company  completed the transfer of the 439 unpatented lode mining claims to
     Goldstate  Corporation  via a quit claim deed on June 10, 1999.  As of June
     30, 1999, there were no jointly controlled assets pursuant to the agreement
     and no  profits  had  been  generated.  Accordingly,  the  Company  has not
     included any related amounts in its financial  statements  pursuant to this
     agreement.

     The sole director of Goldstate  Corporation is also a director of Intergold
     Corporation.

                                       9
<PAGE>


                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements

                                 June 30, 1999



NOTE 5: INVESTMENTS

     AVAILABLE FOR SALE INVESTMENTS

     Pursuant to the Joint Venture Agreement  discussed in Note 4 with Goldstate
     Corporation,  the Company now owns  1,000,000  restricted  common shares in
     Goldstate  Corporation.  This  represented  approximately 10 percent of the
     total common stock issued by Goldstate Corporation as of December 31, 1998.
     As these  shares can not be  marketed  for a period of twelve  months  from
     issuance the Company has valued the  investment at 50% of the trading value
     of the Goldstate  Corporation  stock.  Pursuant to this  methodology,  this
     investment  was  recorded  at the  discounted  fair value as of the date of
     stock   issuance,   $170,000.   This   investment   is   classified  as  an
     available-for-sale investment.  Accordingly any unrealized gain/loss on the
     change in  discounted  value of the  investment  is  reported in the equity
     section  of the  balance  sheet.  The  accumulated  unrealized  loss on the
     investment  as of June 30, 1999 is $105,000.  During the three month period
     ended June 30,  1999,  the  Company  has  recorded  an  unrealized  loss of
     $25,000.  The  discounted  value of the  investment as of June 30, 1999 was
     $65,000.

NOTE 6: TECHNOLOGY SUB-LICENSE AGREEMENT

     On March 18,  1999,  the  Company  entered  into a  definitive  sub-license
     agreement  with Geneva  Resources,  Inc.  ("Geneva"),  to utilize assay and
     metallurgical  technology,  know-how, and rights to technological processes
     developed   specifically   for  the  Blackhawk   mineralization   by  Auric
     Metallurgical  Laboratories,   LLC.  ("Auric").  This  sub-license  is  for
     non-exclusive  use in the Company's  claim area in the State of Idaho for a
     period not less than 40 years. Pursuant to this agreement,  the Company has
     issued  1,500,000   restricted   common  shares  to  Geneva  and  2,500,000
     restricted  common  shares to Auric.  Pursuant to the same  agreement,  the
     Company also issued promissory notes to both Geneva and Auric in the amount
     of $250,000 to each  company.  These are 3% interest  bearing notes and are
     payable upon the transfer of the technology.



                                       10
<PAGE>


                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements

                                 June 30, 1999



NOTE 6: TECHNOLOGY SUB-LICENSE AGREEMENT (continued)

     As the shares issued pursuant to the definitive  sub-license agreement with
     Geneva  Resources,  Inc.  dated March 18,  1999 may not be  marketed  for a
     period  of  twelve  months  from  issuance,  the  Company  has  valued  the
     investment in the  technology  sub-license  agreement at 50% of the trading
     value of the  Company's  stock at March 18, 1999 plus the $500,000 in notes
     payable  issued  pursuant to the agreement.  Pursuant to this  methodology,
     this investment was recorded at the discounted fair value as of the date of
     stock and notes issuance, $2,860,000.

     As of June 30, 1999 the promissory  notes and common stock have been issued
     to the  various  parties,  however,  the  related  technology  has not been
     transferred.  These  promissory  notes  become  due and  payable  upon  the
     transfer of the  technology.  Transfer of the  technology  will occur after
     completion of pilot scale testing. The technology is scheduled for transfer
     during 1999.  The Company has  expensed  the amounts  paid  pursuant to the
     agreement as research and development expense.


NOTE 7: EMPLOYEE STOCK OPTION PLAN

     During 1997, the Company authorized an Employee Stock Option Plan. The plan
     authorized the issuance of 2,000,000  options that can be exercised at $.50
     per share of common stock and an additional  2,500,000  options that can be
     exercised  to  purchase  shares of common  stock at $1.00  per  share.  All
     options  granted expire  December 27, 2017. The options are  non-cancelable
     once  granted.  Shares  which  may be  acquired  through  the  plan  may be
     authorized  but unissued  shares of common stock or issued shares of common
     stock held in the Company's  treasury.  Options granted under the plan will
     not be in lieu of salary of other compensation for services.

     As of  December  31,  1998,  no  options  had been  granted,  exercised  or
     forfeited, and no options had expired. During the three month period ending
     March 31, 1999, the Board of Directors of the Company  authorized the grant
     of stock  options to  certain  officers,  directors  and  consultants.  The
     options  granted  consisted of 2,000,000  options with an exercise price of
     $.50 per share of common stock and 1,450,000 options with an exercise price
     of $1.00 per common share. Selected information regarding the options as of
     June 30, 1999 and 1998 are as follows:



                                       11
<PAGE>


                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements

                                 June 30, 1999



NOTE 7: EMPLOYEE STOCK OPTION PLAN (continued)

                                           June 30, 1999         June 30, 1998
                                       ---------------------   -----------------
                                                    Weighted            Weighted
                                       Number       Average    Number   Average
                                         of         Exercise     of     Exercise
                                       Options       Price     Options    Price
                                       -------       -----     -------    -----

       Outstanding at Beg. of Period      -0-         -0-        -0-       -0-
       Outstanding at End of Period    3,450,000   $.71/share    -0-       -0-
       Exercisable at End of Period    3,450,000   $.71/share    -0-       -0-
       Options Granted                 3,450,000   $.71/share    -0-       -0-
       Options Exercised                  -0-         -0-        -0-       -0-
       Options Forfeited                  -0-         -0-        -0-       -0-
       Options Expired                    -0-         -0-        -0-       -0-

     As of June 30, 1999,  outstanding options have exercise prices ranging from
     $.50 to $1.00 per share. The weighted average exercise price of all options
     outstanding  is $.71 per share of common  stock  and the  weighted  average
     remaining  contractual  life is 18 years  266  days.  There  are  3,450,000
     options that are exercisable with a weighted average exercise price of $.71
     per share of common stock.

NOTE 8: SERVICES AGREEMENT

     The Company  signed an  agreement  on March 18,  1999 that covers  services
     provided by Auric  Metallurgical  Laboratories,  LLC which include specific
     ore assay,  analytical procedures  development,  and specific metallurgical
     recovery and ore extraction  procedures  development on an ever  increasing
     scale.  Through  the  agreement,  Auric will  provide up to  $1,500,000  of
     services  during the period  October 1998  through the Fall of 1999.  As of
     June, 1999,  $625,000 in services related to this agreement have been paid.
     The services  performed  under this  agreement are recorded as research and
     development expenses.

NOTE 9: INCOME TAXES

     The Company incurred  operating losses for the year ended December 31, 1998
     of $1,738,196. The Company has adopted FASB No. 109 for reporting purposes.
     As of December 31, 1998,  the Company had net operating loss carry forwards
     of $3,456,454, which expire between the years 2006 - 2013. The deferred tax
     assets resulting from these carry forwards were as follows:

                                                     1998
                                                     ----
                  Deferred tax assets            $ 1,175,188
                  Less valuation of net assets    (1,175,188)
                                                 -----------
                                                 $      --
                                                 ===========

                                       12
<PAGE>


                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements

                                 June 30, 1999



NOTE 10: GOING CONCERN AND CONTINUED OPERATIONS

     At June 30, 1999, the Company has not generated  significant  revenues from
     operations. The Company's successful financial operations and movement into
     an operating  basis are  contingent on the  development  of the lode mining
     claims and the  continuing  ability of generating  capital  financing.  The
     Company  intends to finance  operations  for the next twelve months through
     the December 15, 1998 private placement  discussed in Note 3. This offering
     would generate approximately $2,500,000 in total. The Company also believes
     that the  shareholders  will  exercise  the  conversion  privileges  of the
     warrants  issued with the  Preferred A and B shares  discussed in Note 3 as
     needed.

NOTE 11: MANAGEMENT SERVICES AGREEMENT

     The  Company,  on January  1,  1999,  entered  into a  management  services
     agreement with Investor Communications, Inc. ("Investor Communications") to
     provide  management  of  the  day-to-day  operations  of the  Company.  The
     management  services  agreement  requires  monthly  payments  not to exceed
     $75,000 for services rendered.

     The  Company's  subsidiary  entered into a similar  agreement on January 1,
     1999 with Amerocan  Marketing,  Inc.  ("Amerocan")  with  required  monthly
     payments not to exceed $25,000 for services rendered.

     The  individuals  comprising  the  management  teams  provided  by Investor
     Communications   and  Amerocan  are  the  same  individuals   managing  the
     operations  of  Goldstate  Corporation.  One  of  the  three  directors  of
     Intergold  Corporation  has been  employed by Investor  Communications  and
     Amerocan  and is  part  of  the  management  teams  provided  to  Intergold
     Corporation, its subsidiary, and Goldstate Corporation.

NOTE 12: CONTINGENCIES

     The Company is subject to a claim for unpaid  consulting  fees amounting to
     $45,502.  The  consulting  fees are for  assay and  metallurgical  services
     provided  to  International  Gold  Company  during  1998.  The  Company has
     substantial  defenses  and  offsets to the  claim.  The  maximum  potential
     liability  due to this claim is $45,502.  No  provision  for this claim has
     been recorded in the financial statements.

     The Company is subject to a claim for unpaid  consulting  fees amounting to
     $8,757  plus  interest  of $657 plus  legal  costs of $2,900 for a total of
     $12,314.  The consulting  fees are for claim staking  services  provided to
     International  Gold  Company  during  1998.  The  Company  has  substantial
     defenses,  has incurred  mitigating  charges relating to the claim, and has
     filed an offsetting counter-claim in the approximate amount of $21,000. The
     maximum potential  liability due to this claim is $12,314. No provision for
     this claim has been recorded in the financial statements.

                                       13
<PAGE>


                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements

                                 June 30, 1999



NOTE 12: CONTINGENCIES (continued)

     Due to the nature of the Company's operations,  the Technology  Sub-License
     (license) that the Company will receive  pursuant to the discussion in Note
     6 may have a significantly impaired value once it is transferred. While the
     Company feels that the license is necessary to develop the Blackhawk claims
     to their potential,  the speculative nature of the claims and the desire to
     present the Company's  assets  conservatively  require the Company to value
     the license at the  discounted  value of  potential  future cash flows that
     will be generated by the claims.  As the claims are still in an exploration
     stage,  it is  anticipated  that any  potential  future cash flows would be
     deeply  discounted.  The  Company  expects  that  due to this  conservative
     approach a  significant  portion of the  license  value will be shown as an
     impairment  loss in future  periods.  The  Company has not  determined  the
     discounted future cash flow value at this time.





                                       14
<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operation
-----------------------------------------------------------------

Results of Operation
--------------------

Quarter Ended June 30, 1999 compared to June 30, 1998
-----------------------------------------------------

     For the three-month  period ended June 30, 1999, the Company recorded a net
loss of  $1,016,251  compared  to a net loss of  $449,470  in the  corresponding
period of 1998.  During the three-month  period ended June 30, 1999 and June 30,
1998, the Company recorded no income.

     During the  three-month  period ended June 30, 1999,  the Company  recorded
operating  expenses of  $1,005,177  compared to $428,750 of  operating  expenses
recorded in the same period for 1998.  Property  exploration  expenses increased
approximately  $370,152 in the three-month  period in 1999 primarily relating to
work  orders  for  research  and   development   and   metallurgical   services.
Administrative  expenses  increased  approximately  $206,275 in the  three-month
period in 1999 compared to 1998.  This increase was due primarily to an increase
in overhead and administrative  expenses resulting from the increasing scale and
scope of the overall corporate activity.

Six Months Ended June 30, 1999 compared to June 30, 1998
--------------------------------------------------------

     For the six-month  period ended June 30, 1999,  the Company  recorded a net
loss of  $4,533,126  compared  to a net loss of  $602,258  in the  corresponding
period of 1998.  During the  six-month  period  ended June 30, 1999 and June 30,
1998, the Company recorded no income.

     During the  six-month  period  ended June 30,  1999,  the Company  recorded
operating  expenses of  $4,514,856  compared to $738,597 of  operating  expenses
recorded in the same period for 1998.  Property  exploration  expenses increased
significantly in the approximate amount of $3,300,042 in the six-month period in
1999  primarily  due  to the  amounts  paid  by  the  Company  as  research  and
development expenses associated with the technology  sub-license agreement dated
March 18, 1999 between the Company and Geneva Resources,  Inc. (the "Sub-License
Agreement"), and work orders for metallurgical services. Administrative expenses
increased  approximately  $476,217 in the  six-month  period in 1999 compared to
1998.   This  increase  was  due  primarily  to  an  increase  in  overhead  and
administrative  expenses  resulting from the  increasing  scale and scope of the
overall corporate activity.

Liquidity and Capital Resources
-------------------------------

     As of the six-month  period ended June 30, 1999, the Company's total assets
were $76,037.  This  decrease  from fiscal year ended  December 31, 1998 was due
primarily to a decrease in cash and cash equivalents. As of the six-month period
ended June 30, 1999,  the Company's  total  liabilities  were  $1,069,169.  This
overall  increase from fiscal year ended  December 31, 1998 was due primarily to
the promissory notes issued by the Company to Geneva  Resources,  Inc. and AuRIC
Metallurgical Laboratories, LLC. in the amount of $250,000 each, pursuant to the
terms and conditions of the Sub-License  Agreement,  and the accrued interest on
certain advances.

     Stockholders'  Equity  (deficit)  decreased  from $(45,686) for fiscal year
ended  December 31, 1998 to $(993,132)  for the six-month  period ended June 30,
1999.

                                       15
<PAGE>


PART II. OTHER INFORMATION

Item 1. Legal Proceedings
-------------------------

On October 23, 1998, the Company filed a complaint against a previous geological
consultant for the Company in the District Court,  Fourth Judicial District,  in
the  State  of  Idaho,  County  of  Ada.  The  complaint  seeks  damages  in the
approximate amount of $40,000 plus legal fees for business  interruption  losses
claimed by the Company against the geological  consultant.  The consultant filed
an answer on July 13, 1999 without providing counterclaims.

Item 2. Changes in Securities and Use of Proceeds
-------------------------------------------------

No report required.

Item 3. Defaults Upon Senior Securities
---------------------------------------

No report required.

Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------

No report required.

Item 5. Other Information
-------------------------

No report required.

Item 6. Exhibits and Reports on Form 8-K
----------------------------------------

(a)  No exhibits required.

(b)  No reports required.


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.

                                                   INTERGOLD CORPORATION



Dated: August 13, 1999                             By: /s/ Gary Powers
----------------------                             -------------------
                                                   Gary Powers, President


Dated: August 13, 1999                             By: /s/ Grant Atkins
----------------------                             --------------------
                                                   Grant Atkins, Secretary

                                       16