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 March 31, 2003

[ ]  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.)

                          435 Martin Street, Suite 2000
                            Blaine, Washington 98230
                    (Address of Principal Executive Offices)

                                 (360) 332-1354
                           (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 issuer's classes of common
equity, as of the latest practicable date:

Class                                  Outstanding as of May 12, 2003

Common Stock, $.00025 par value        156,328,943

Transitional Small Business Disclosure Format (check one)

     Yes      No  X

<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  INTERIM CONSOLIDATED FINANCIAL STATEMENTS                            1

         CONSOLIDATED BALANCE SHEETS                                          2

         INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS                        3

         INTERMIN CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY              4

         INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS                        6

         NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS                   7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION OR PLAN OF OPERATION                                      13

ITEM 3.  CONTROLS AND PROCEDURES                                             18

PART II. OTHER INFORMATION                                                   18

ITEM 1.  LEGAL PROCEEDINGS                                                   18

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                           18

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                     20

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 20

ITEM 5.  OTHER INFORMATION                                                   21

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                    21

SIGNATURES                                                                   22


                                        i
<PAGE>

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
----------------------------

                              INTERGOLD CORPORATION
                         (AN EXPLORATION STAGE COMPANY)

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                  MARCH 31, 2003
                                   (Unaudited)












CONSOLIDATED BALANCE SHEETS

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS


                                       1
<PAGE>
<TABLE>
<CAPTION>

                                        INTERGOLD CORPORATION
                                   (An Exploration Stage Company)

                                     CONSOLIDATED BALANCE SHEETS



                                                                         March 31,    December 31,
                                                                              2002            2002
                                                                      ------------    ------------
                                                                       (Unaudited)
                                               ASSETS

CURRENT ASSETS
<S>                                                                   <C>             <C>
   Cash                                                               $        270    $        227
                                                                      ------------    ------------

                                                                      $        270    $        227
                                                                      ============    ============


                         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
   Accounts payable                                                   $     21,943    $     24,891
   Advances and accrued fees payable (Note 3)                              989,800       1,825,888
   Notes payable (Note 4)                                                     --            51,890
   Accrued Series A warrant redemption payable                                --            60,000
   Accrued interest payable                                                226,228         534,453
                                                                      ------------    ------------

                                                                         1,237,971       2,497,122
                                                                      ------------    ------------

CONTINGENCY (Note 1)

STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 4)
   Common stock $.00025 par value; 200,000,000 shares authorized
      156,328,943 (2001 - 77,140,600) shares issued and outstanding         39,081          19,284
   Preferred stock, $.001 par value; 75,000,000 shares authorized
      Issued and outstanding
      Series A - 6,200,000 shares                                             --             6,200
      Series B - 2,510,000 shares                                             --             2,510
   Additional paid-in capital                                           13,974,004      10,298,039
   Deficit accumulated during the exploration stage                    (15,250,786)    (12,822,928)
                                                                      ------------    ------------

                                                                        (1,237,701)     (2,496,895)
                                                                      ------------    ------------

                                                                      $        270    $        227
                                                                      ============    ============


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

                                                  2
<PAGE>

                                          INTERGOLD CORPORATION
                                     (An Exploration Stage Company)

                              INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

                                               (Unaudited)


                                                                                           July 26, 1996
                                                            Three months    Three months  (inception) to
                                                             ended March     ended March       March 31,
                                                                31, 2003        31, 2002            2003
                                                            ------------    ------------    ------------


REVENUE
   Other Income                                             $       --      $       --      $      1,699
                                                            ------------    ------------    ------------

EXPENSES
   Property exploration expenses                                    --              --         5,882,078
   Directors fees                                                   --              --            21,500
   General and administrative                                     31,917          29,705       4,452,118
   Interest expense                                               22,024          39,042         618,755
   Loss on settlement of debt                                       --              --         1,317,540
   Professional fees                                               6,892           8,331       1,857,983
   Realized loss on sale of available for sale investment           --              --            20,000
   Gain on settlement of lawsuit                                    --              --        (1,589,224)
                                                            ------------    ------------    ------------

                                                                  60,833          77,078      12,597,154
                                                            ------------    ------------    ------------

NET LOSS FOR THE PERIOD                                     $    (60,833)   $    (77,078)   $(12,595,455)
                                                            ============    ============    ============




BASIC NET INCOME (LOSS) PER SHARE                           $      (0.00)   $      (0.00)
                                                            ============    ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                    88,758,716      77,140,600
                                                            ============    ============


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

                                               3
<PAGE>

                                           INTERGOLD CORPORATION
                                      (An Exploration Stage Company)

                              CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                            FOR THE PERIOD DECEMBER 31, 2002 TO MARCH 31, 2003

                                                (Unaudited)


                                                      Common stock                  Preferred stock
                                                  Shares         Amount         Shares          Amount
                                               ------------   ------------   ------------    ------------

Balance, December 31, 2002                       77,140,600   $     19,284      8,710,000    $      8,710


20% cumulative dividends payable on
   Conversion of Series A Preferred Stock              --             --             --              --

Expiry of Series A Preferred Stock
   Share Purchase Warrant                              --             --             --              --

Issuance of common stock in settlement of
   Cumulative dividend on converted Series A
    Preferred stock                               5,485,900          1,371           --              --

Issuance of common stock pursuant to
   Conversion of Series A Preferred stock         6,200,000          1,550     (6,200,000)         (6,200)

20% cumulative dividends payable on
   Conversion of Series B Preferred Stock              --             --             --              --

Issuance of common stock in settlement of
   Cumulative dividend on converted Series B
    Preferred stock                               1,991,100            498           --              --

Issuance of common stock pursuant to
   Conversion of Series B Preferred stock         2,510,000            628     (2,510,000)         (2,510)

Issuance of common stock in
settlement of debt                               63,001,343         15,750           --              --


Net Loss, period ended March 31, 2003                  --             --             --              --
                                               ------------   ------------   ------------    ------------

                                                156,328,943         39,081           --              --
                                               ============   ============   ============    ============

Table continues on following page.

                                                     4
<PAGE>

                                           INTERGOLD CORPORATION
                                      (An Exploration Stage Company)

                              CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                            FOR THE PERIOD DECEMBER 31, 2002 TO MARCH 31, 2003
                                                (Continued)
                                                (Unaudited)


                                                                   Deficit
                                                                 Accumulated        Other
                                                  Additional       during        Comprehensive
                                                   Paid-in       Development        Income
                                                   Capital          Stage           (Loss)          Total
                                                 ------------    ------------    ------------    ------------

Balance, December 31, 2002                       10,298,039    $(12,822,928)   $       --      $ (2,496,895)


20% cumulative dividends payable on
   Conversion of Series A Preferred Stock              --        (1,371,475)           --        (1,371,475)

Expiry of Series A Preferred Stock
   Share Purchase Warrant                            60,000            --              --            60,000

Issuance of common stock in settlement of
   Cumulative dividend on converted Series A
    Preferred stock                               1,370,104            --              --         1,371,475

Issuance of common stock pursuant to
   Conversion of Series A Preferred stock             4,650            --              --              --

20% cumulative dividends payable on
   Conversion of Series B Preferred Stock              --          (995,550)           --          (995,550)

Issuance of common stock in settlement of
   Cumulative dividend on converted Series B
    Preferred stock                                 995,052            --              --           995,550

Issuance of common stock pursuant to
   Conversion of Series B Preferred stock             1,882            --              --              --

Issuance of common stock in
settlement of debt                                1,244,277            --              --         1,260,027


Net Loss, period ended March 31, 2003                  --           (60,833)           --           (60,833)
                                               ------------    ------------    ------------    ------------

                                                 13,974,004     (15,250,786)           --        (1,237,701)
                                               ============    ============    ============    ============


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

                                                    5
<PAGE>

                                                    INTERGOLD CORPORATION
                                               (An Exploration Stage Company)

                                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                         (Unaudited)

                                                                                Three months    Three months   July 26, 1996
                                                                                       ended           Ended  (inception) to
                                                                                   March 31,       March 31,      March  31,
                                                                                        2003            2002            2003
                                                                                ------------    ------------    ------------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss) for the period                                              $    (60,833)   $    (77,078)   $(12,587,253)
  Adjustments to reconcile net loss to net cash from operating activities:
  - Depreciation                                                                        --              --             1,634
  - Loss on disposal of fixed assets                                                    --              --             2,666
  - Loss on settlement of debt                                                          --         1,317,540
  - Gain on settlement of lawsuit                                                       --              --        (1,589,224)
  - Loss on sale of investment                                                          --              --            20,000
  - Non-cash exploration costs                                                          --              --         2,860,000

  - Changes in working capital assets and liabilities
       Prepaid expenses                                                                 --              --              --
       Accounts payable                                                               (2,948)          6,143         629,360
       Accrued interest payable                                                       22,024          38,311         594,038
       Accrued and unpaid fees payable                                                30,000          32,534         646,600
                                                                                ------------    ------------    ------------

NET CASH FLOWS USED IN OPERATING ACTIVITIES                                          (11,757)            (90)     (8,104,639)
                                                                                ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of available-for-sale investments                                         --              --          (170,000)
  Equipment purchases                                                                   --              --            (4,300)
                                                                                ------------    ------------    ------------

NET CASH FLOWS USED IN INVESTING ACTIVITIES                                             --              --          (174,300)
                                                                                ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Advances payable                                                                    11,800            --         1,718,508
  Sale of common stock                                                                  --              --         1,957,658
  Sale of Series A preferred stock                                                      --              --         2,500,000
  Sale of Series B preferred stock                                                      --              --         1,255,000
  Net cash received on settlement of lawsuit                                            --              --           798,000
  Note payable                                                                          --              --            50,000
                                                                                ------------    ------------    ------------

NET CASH FLOWS FROM FINANCING ACTIVITIES                                              11,800            --         8,279,166
                                                                                ------------    ------------    ------------

INCREASE (DECREASE) IN CASH                                                               43             (90)            227

CASH, BEGINNING OF PERIOD                                                                227             127            --
                                                                                ------------    ------------    ------------

CASH, END OF PERIOD                                                             $        270    $         37    $        227
                                                                                ============    ============    ============


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

                                                              6
</TABLE>
<PAGE>

                              INTERGOLD CORPORATION
                         (An Exploration Stage Company)
               Notes to Interim Consolidated Financial Statements

                                 March 31, 2003
--------------------------------------------------------------------------------
                                   (Unaudited)

NOTE 1:  NATURE OF CONTINUED OPERATIONS AND BASIS OF PRESENTATION
--------------------------------------------------------------------------------

The Company is in the exploration stage of its mineral property development. To
date, the Company has not generated significant revenues from operations and has
a working capital deficit and a stockholders' deficiency of $1,237,701 at March
31, 2003. The Company's continuance of operations and movement into an operating
basis are contingent on raising additional working capital, settling its
outstanding debts and on the future development of a new business venture.
Advances from certain significant shareholders will form the primary source of
short-term funding for the Company during the next twelve months. Accordingly,
these factors raise substantial doubt about the Company's ability to continue as
a going concern.


NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, International Gold Corporation ("IGC"). IGC 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.

Mineral property costs
Mineral property acquisition, exploration and development costs are expensed as
incurred until such time as economic reserves are quantified. To date the
Company has not established any proven reserves on its mineral properties.

Loss Per Share
As of March 31, 2003, there were 3,450,000 exercisable options that can be
converted into a total of 3,450,000 shares of common stock. As these options
would have an anti-dilutive effect on the presentation of loss per share, a
diluted loss per share calculation is not presented.

Financial Instruments
The fair value of the Company's financial assets and financial liabilities
approximate their carrying values due to the immediate or short-term maturity of
these financial instruments.

Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.

Stock-Based Compensation
In December 2002, the Financial Accounting Standards Board issued Financial
Accounting Standard No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure" ("SFAS No. 148"), an amendment of Financial
Accounting Standard No. 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123"). The purpose of SFAS No. 148 is to: (1) provide alternative methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based employee compensation, (2) amend the disclosure
provisions to require prominent disclosure about the effects on reported net
income of an entity's accounting policy decisions with respect to stock-based
employee compensation, and (3) to require disclosure of those effects in interim
financial information. The disclosure provisions of SFAS No. 148 were effective
for the Company for the period ended March 31, 2003 and the required disclosures
have been made below.

                                       7
<PAGE>

INTERGOLD CORPORATION
(An Exploration Stage Company)
Notes to Interim Consolidated Financial Statements

March 31, 2003
--------------------------------------------------------------------------------
(Unaudited)

NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
--------------------------------------------------------------------------------

The Company has elected to continue to account for stock-based employee
compensation arrangements using the intrinsic value based method in accordance
with the provisions of Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees", ("APB No. 25") and comply with the disclosure
provisions of SFAS No. 123 as amended by SFAS No. 148 as described above. Under
APB No. 25, compensation expense is recognized based on the difference, if any,
on the date of grant between the estimated fair value of the Company's stock and
the amount an employee must pay to acquire the stock. Compensation expense is
recognized immediately for past services and pro-rata for future services over
the option-vesting period. In addition, with respect to stock options granted to
employees, the Company provides pro-forma information as required by SFAS No.
123 showing the results of applying the fair value method using the
Black-Scholes option pricing model.

In accordance with SFAS No. 123, the Company applies the fair value method using
the Black-Scholes option-pricing model in accounting for options granted to
consultants.

The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force in Issue No.
96-18. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earliest of a performance commitment or completion of performance by the
provider of goods or services as defined by EITF 96-18.

The Company has also adopted the provisions of the Financial Accounting
Standards Board Interpretation No.44, Accounting for Certain Transactions
Involving Stock Compensation - An Interpretation of APB Opinion No. 25 ("FIN
44"), which provides guidance as to certain applications of APB 25. FIN 44 is
generally effective July 1, 2000 with the exception of certain events occurring
after December 15, 1998.

Income taxes
The Company follows the liability method of accounting for income taxes. Under
this method, future tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Future tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled. The
effect on future tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantive enactment.


NOTE 3:  ADVANCES AND ACCRUED FEES PAYABLE
--------------------------------------------------------------------------------

Advances payable are comprised of cash advances and accrued fees and expenses as
follows:

                                                    March 31,  December 31,
                                                         2003          2002
                                                   ----------    ----------

     Sonanini Holdings Ltd.                        $     --      $  442,770
     Investor Communications International, Inc.      914,604       872,803
     Tristar Financial Services Ltd.                     --         435,119
     Brent Pierce                                      70,831        70,831
     Grant Atkins                                       4,365         4,365
                                                   ----------    ----------

                                                   $  989,800    $1,825,888
                                                   ==========    ==========

The advances bear 10% simple interest and are due on demand. There is $226,228
of interest accrued on the advances as of March 31, 2003 (2002 - $519,075). See
Note 6 - Related Party Transactions.

                                       8
<PAGE>

INTERGOLD CORPORATION
(An Exploration Stage Company)
Notes to Interim Consolidated Financial Statements

March 31, 2003
--------------------------------------------------------------------------------
(Unaudited)

NOTE 4:  STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------

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

On July 26, 1996 2,000,000 shares were issued for gross proceeds of $2,000.

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

In June 1997 the Company redeemed 1,889,750 shares for a promissory note in the
amount of $1,890.

On July 23, 1997 the Company completed a 4 for 1 stock split and issued an
additional 3,369,750 shares.

On July 23, 1997, the Company issued 42,000,000 shares 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 debt.

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 a creditor.

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 7).

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.

On August 27, 1999, the Company received $150,000 for the exercise of 600,000
Series A warrants to purchase 600,000 restricted shares of common stock at
$0.25/share pursuant to the Preferred Series A private placement memorandum
dated August 10, 1998.

On December 14, 1999, the Company shareholders converted 2,600,000 Series A
Preferred shares into 2,600,000 shares of the Company's common stock. On
December 17, 1999, an additional 100,000 Series A Preferred shares were
converted into 100,000 shares of the common stock.

On February 16, 2000, the Company settled advances and accrued interest totaling
$610,377 from significant shareholders by issuance of 20,345,900 common shares
with a fair value of $2,034,590, resulting in a loss of $1,424,213.

On March 20, 2000, shareholders converted 1,000,000 Series A preferred shares
into 1,000,000 shares of the Company's common stock. On March 20, 2000, an
additional 326,100 shares of the common stock were issued in settlement of
declared cumulative dividends of $81,525 payable upon conversion of the
1,000,000 Series A preferred shares into 1,000,000 common shares.

On May 5, 2000, 3,000,000 common shares were issued from the exercise of
3,000,000 Series A warrants for a total of $750,000.

                                       9
<PAGE>

INTERGOLD CORPORATION
(An Exploration Stage Company)
Notes to Interim Consolidated Financial Statements

March 31, 2003
--------------------------------------------------------------------------------
(Unaudited)

NOTE 4:  STOCKHOLDERS' EQUITY (cont'd)
--------------------------------------------------------------------------------

On August 31, 2000, a shareholder converted 100,000 Series A preferred shares
into 100,000 shares of the Company's common stock. On August 31, 2000, an
additional 40,600 shares of the common stock were issued in settlement of
declared cumulative dividends of $10,150 payable upon conversion of the 100,000
Series A preferred shares into 100,000 common shares.

On October 29, 2001 4,000,000 common shares originally issued pursuant to the
Technology Sub-license agreement were returned to the Company as part of the
litigation settlement agreement and were cancelled.

On March 15, 2003 the Company converted $1,260,027 in Loans , Notes and accrued
interest into 63,001,343 shares of the Company's common stock.

On March 15, 2003 the holders of 6,200,000 Series A preferred shares elected to
convert their shares to common stock. As a result cumulative undeclared
dividends totaling $1,371,475 became payable on March 15, 2003. Accordingly, the
Company issued 11,685,900 shares of common stock in exchange for the 6,200,000
Series A preferred shares and settlement of the dividend liability of $1,371,475
in accordance with the terms of the Series A preferred stock described below.

On March 15, 2003 the holders of 2,510,000 Series B preferred shares elected to
convert their shares to common stock. As a result cumulative undeclared
dividends totaling $995,550 became payable on March 15, 2003. Accordingly, the
Company issued 4,501,100 shares of common stock in exchange for the 2,510,000
Series B preferred shares and settlement of the dividend liability of $995,550
in accordance with the terms of the Series B preferred stock described below.

Effective March 10, 2003, the Company increased the number of authorized shares
of common stock from 125,000,000 to 200,000,000 at a par value of $.00025 per
share.

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

The Company authorized for issuance 5,000,000 shares of Preferred Stock at a par
value of $.001 per share 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.

Series A
--------

Pursuant to a private placement memorandum dated August 10, 1998, the Company
offered 50 Series A units at a cost of $50,000 each for a total of $2,500,000.
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
expired on July 31, 2001. The Series A preferred shares were redeemable by the
Company at any time after July 31, 2001 for $.25 per share, plus accrued and
unpaid dividends. Dividends accrued cumulatively at the rate of 20% per year but
were payable annually in arrears when, as and if declared by the Company's Board
of Directors or upon conversion at the election of the holders to shares of
common stock. 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.

As of March 31, 2003, there are no Series A Preferred shares issued and
outstanding.

Series B
--------

During 1999, the Company completed a private placement of Series B units
consisting 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
unit 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.

As of March 31, 2003, there are no Series B Preferred shares issued and
outstanding.

                                       10
<PAGE>

INTERGOLD CORPORATION
(An Exploration Stage Company)
Notes to Interim Consolidated Financial Statements

March 31, 2003
--------------------------------------------------------------------------------
(Unaudited)

--------------------------------------------------------------------------------
NOTE 5:  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.

During the year ended December 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 Company's
employee stock options as of March 31, 2003 are as follows:

                                                   March 31, 2003
                                           ----------------------------
                                                            Weighted
                                           Number of        average
                                            options      exercise price

     Outstanding at beginning of year      3,450,000       $.71/share
     Outstanding at end of year            3,450,000       $.71/share
     Exercisable at end of year            3,450,000       $.71/share
     Options granted during year                   -                -
     Options exercised during year                 -                -
     Options forfeited during year                 -                -
     Options expired during year                   -                -

As of March 31, 2003, 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 14 years 271 days.


--------------------------------------------------------------------------------
NOTE 6:  RELATED PARTY TRANSACTIONS

The Company, on January 1, 1999, entered into a management services agreement
with Investor Communications, Inc. ("ICI") to provide management of the
day-to-day operations of the Company for a two year term. 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 for a two year term. Both
agreements were extended for a further two year term to January 1, 2003.
Subsequent to January 1, 2003, the Agreement with ICI has been extended on a
month-to month basis and the Agreement with Amerocan has expired and will not be
renewed.

One director of Intergold Corporation has been contracted by ICI is part of the
management team provided to Intergold Corporation and its subsidiary. During the
three month period ended March 31, 2003 a total of $30,000 (2002 - $106,000) was
incurred to these private companies which are also significant shareholders for
managerial, administrative and investor relations services provided to the
Company and its subsidiary. During the three month period ended March 31, 2003
these companies paid a total of $13,375 (2002 - $2,500) to this officer and
director for services provided to the Company and its subsidiary. In addition,
during the three month period ended March 31, 2003, ICI and other shareholders
paid expenses on behalf of the Company totaling $11,800 (2002 - $26,260).
Interest of $22,024 (2002 - $38,311) was accrued on outstanding advances. Refer
to Note 3.

                                       11
<PAGE>

INTERGOLD CORPORATION
(An Exploration Stage Company)
Notes to Interim Consolidated Financial Statements

March 31, 2003
--------------------------------------------------------------------------------
(Unaudited)

NOTE 7:  INCOME TAXES
--------------------------------------------------------------------------------

The Company has adopted FASB No. 109 for reporting purposes. As of March 31,
2003, the Company had net operating loss carry forwards of approximately
$10,875,000 that may be available to reduce future years' income taxable income
and will expire between the years 2007 - 2016. Due to the uncertainty of
realization the Company has provided a full valuation allowance for the deferred
tax assets resulting from these loss carry forwards.


NOTE 8:  SUBSEQUENT EVENTS
--------------------------------------------------------------------------------

On March 15, 2003 the Board of Directors authorized the Company to effect a one
for 312 Reverse Stock Split of the Company's issued and outstanding shares of
Common Stock. Consummation of the Reverse Stock Split will alter the number of
issued and outstanding shares of Common Stock, which will be reduced from
156,328,943 shares to 501,068 shares. Management of the Company anticipates that
the Information Statement required to effect the change will be circulated to
the shareholders of the Company by approximately May 26, 2003 or such later date
as determined by Information Statement review currently in progress.







                                       12
<PAGE>

     Statements made in this Form 10-QSB that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section
21E of the Securities Exchange Act of 1934. These statements often can be
identified by the use of terms such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "approximate" or "continue," or the negative thereof.
The Company intends that such forward-looking statements be subject to the safe
harbors for such statements. The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. Any forward-looking statements represent management's best
judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond the control of
the Company that could cause actual results and events to differ materially from
historical results of operations and events and those presently anticipated or
projected. The Company disclaims any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated
events.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION

GENERAL

     Intergold Corporation, a Nevada corporation (the "Company") currently
trades on the OTC Bulletin Board under the symbol "IGCO". The Company's prior
operational business activities were in the business of exploration of gold and
precious metals in the United States. The Company's prior operational business
activities had been carried out through International Gold Corporation ("INGC"),
a private wholly-owned subsidiary of the Company. INGC's primary assets
previously consisted of title to a block of 321 contiguous unpatented lode
mining claims located in Lincoln County, south-central Idaho (the "Blackhawk
Property"). The Company ceases to hold title to all previously held unpatented
lode mining claims that comprised the Blackhawk Property.

     During fiscal year 2001, the Company suspended further exploration of the
Blackhawk Property due to the existence of multiple breaches of contract by
AuRIC Metallurgical Laboratories LLC ("AuRIC") and Dames & Moore under the
respective Agreement for Services and the License Agreement and the settlement
of the lawsuit against AuRIC and Dames & Moore, as previously reported in the
Company's filings. Moreover, the Company deemed the probability of commercial
grade gold or silver located in the Blackhawk Property claims to be nil.

Current Business Operations

     As of the date of this Quarterly Report, management of the Company is
undertaking research relating to prospective new business endeavors and possible
new acquisitions. This research may result in the Company entering into business
operations that are not in the minerals exploration field.

     On May 2, 2003, the Board of Directors of the Company caused a preliminary
information statement to be filed with the Securities and Exchange Commission
(the "Information Statement"), in connection with the taking of corporate action
without a meeting upon the written consent of the holders of a majority of the
outstanding shares of the Company's common stock. The matters upon which action
is proposed to be taken are: (i) to authorize the Board of Directors to effect a
reverse stock split of one-for-three hundred twelve (the "Reverse Stock Split")
of the Company's outstanding common stock, depending upon a determination by the
Board of Directors that a Reverse Stock Split is in the best interests of the
Company and its shareholders; (ii) to approve the sale of substantially all of

                                       13
<PAGE>

the assets of the Company, which includes approval and authorization of any sale
and purchase agreement relating thereto (the "Proposed Sale and Purchase");
(iii) to approve the election of one director to serve as a director of the
Company until the next annual meeting of the shareholders or until his successor
has been elected and qualified; (iv) to approve a stock option plan for key
personnel of the Company (the "Stock Option Plan"); and (v) to ratify the
selection of LaBonte & Co. as the Company's independent public accountants for
the fiscal year ending December 31, 2003. See "Part II. Other Information. Item
4. Submission of Matters to a Vote of Security Holders."

     Management of the Company anticipates that the Information Statement will
be circulated to the shareholders of the Company approximately May 26, 2003 or
at such later date as determined by review of the Information Statement
currently in progress.

     As of the date of this Quarterly Report, there has been no income realized
from the business operations of the Company. The Company's primary source of
financing during the prior fiscal years has been from proceeds received by IGCO
from (i) the conversion of Series A Preferred shares into shares of the
Company's common stock at the redemption price of $0.25 per share; (ii) the
conversion of Series B Preferred shares into shares of the Company's common
stock at the redemption price of $0.50 per share; and (iii) cash advances
provided to the Company as debt. See "Part I. Financial Information. Item 1.
Management's Discussion and Analysis of Financial Condition or Plan of Operation
- Plan of Operation" and "Part II. Other Information. Item 2. Changes in
Securities and Use of Proceeds."

RESULTS OF OPERATION

     Three-Month Period Ended March 31, 2003 Compared to Three-Month Period
     Ended March 31, 2002

     The Company's net loss for the three-month period ended March 31, 2003 was
approximately ($60,833) compared to a net loss of approximately ($77,078) for
the three-month period ended March 31, 2002 (a decrease of $16,245). During the
three-month periods ended March 31, 2003 and 2002, the Company recorded no
income.

     During the three-month periods ended March 31, 2003 and 2002, the Company
did not incur any property exploration expenses as a result of the suspension of
any further exploration of the Blackhawk Property. During the three-month period
ended March 31, 2003, the Company recorded operating expenses of $60,833 as
compared to operating expenses of $77,078 recorded during the three-month period
ended March 31, 2002 (a decrease of $16,245).

     During the three-month period ended March 31, 2003, the Company's operating
expenses consisted primarily of: (i) $31,917 as general and administrative
expenses; (ii) $22,024 as interest expense; and (iii) $6,892 as professional
fees. During the three-month period ended March 31, 2002, the Company's
operating expenses consisted primarily of: (i) $39,042 as interest expense; (ii)
$29,705 as general and administrative expenses; and (iii) $8,331 as interest
expense. The decrease in operating expenses during the three-month period ended
March 31, 2003 compared to the three-month period ended March 31, 2002 was
primarily due to a decrease in interest expense resulting from a decrease in
advances payable consisting of cash advances, services, and accrued interest
thereon and from related settlement of debt. General and administrative expenses
generally include corporate overhead, financial and administrative contracted
services and consulting costs.

                                       14
<PAGE>

     Of the $60,833 incurred as operating expenses during the three-month period
ended March 31, 2003, an aggregate of $30,000 was incurred payable to Investor
Communications International, Inc. ("ICI") for amounts due and owing for
operational management, administrative and financial services rendered. During
the three-month period ended March 31, 2003, aggregate cash advances of $11,800
were made by ICI and other shareholders to the Company and interest accrued on
such outstanding advances in the amount of $22,024. During the three-month
period ended March 31, 2003, the Company paid $-0- to ICI towards an aggregate
principal amount due of $914,604 due and owing ICI for advances payable. The
Company's officer/director, Grant Atkins, is employed by ICI and part of the
management team provided by ICI to the Company. During the three-month period
ended March 31, 2003, ICI paid an aggregate of $13,375 to Grant Atkins for
services provided to the Company and its subsidiary.

     The Company and ICI entered into a two-year consulting services and
management agreement dated January 1, 1999 (the "Consulting Services
Agreement"), whereby ICI performs a wide range of management, administrative,
financial, marketing and public company services including, but not limited to,
the following: (i) international business relations and strategy development,
(ii) investor relations and shareholder liaison, (iii) corporate public
relations, press release and public information distribution, (iv) property
exploration management, including administration of metallurgical development,
metallurgical liaison, BLM liaison, engineering company liaison, drilling
administration, geologist liaison, mapping, survey and catalogue, geostatistical
liaison, environmental research, geological reports compilation and due
diligence efforts, (v) administration, including auditor and legal liaison,
media liaison, corporate minutebook maintenance and record keeping, corporate
secretarial services, printing and production, office and general duties, and
(vi) financial and business planning services, including capital and operating
budgeting, banking, bookkeeping, documentation, database records, preparation of
financial statements and creation of annual reports. On January 1, 2001, the
Company and ICI renewed the Consulting Services Agreement for an additional
two-year period. Subsequent to January 1, 2003, the Consulting Services
Agreement has been extended on a month-to-month basis.

     As discussed above, the decrease in net loss incurred during the
three-month period ended March 31, 2003 compared to the net loss incurred during
the three-month period ended March 31, 2002 is attributable primarily to the
decrease in interest expense and settlement of debt. The Company's net loss
during the three-month period ended March 31, 2003 was approximately ($60,833)
or $0.00 per share compared to a net loss of approximately ($77,078) or ($0.00)
per share during the three-month period ended March 31, 2002. The weighted
average number of shares outstanding were 88,758,716 for the three-month period
ended March 31, 2003 and 77,140,600 for the three-month period ended March 31,
2002.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's financial statements have been prepared assuming that it will
continue as a going concern and, accordingly, do not include adjustments
relating to the recoverability and realization of assets and classification of
liabilities that might be necessary should the Company be unable to continue in
operation.

                                       15
<PAGE>

     Three-Month Period Ended March 31, 2003

     As of the three-month period ended March 31, 2003, the Company's current
assets were $270 and its current liabilities were $1,237,971, which resulted in
a working capital deficit of $1,237,701. As of the three-month period ended
March 31, 2003, the Company's total assets were $270 compared to total assets of
$227 for fiscal year ended December 31, 2002. As of the three-month period ended
March 31, 2003, the Company's total liabilities were $1,237,971 compared to
total liabilities of $2,497,122 for fiscal year ended December 31, 2002. This
decrease in liabilities from fiscal year ended 2002 was due primarily to (i) a
decrease in advances and accrued fees payable from $1,825,888 to $989,800; (ii)
a decrease in accrued interest payable from $534,453 to $226,228; (iii) a
decrease in accrued Series A warrant redemption payable resulting from
conversion from $60,000 to $-0-; and (iv) a decrease in notes payable from
$51,890 to $-0-.

     Stockholders' deficit decreased from ($2,496,895) for fiscal year ended
December 31, 2002 to ($1,237,701) for the three-month period ended March 31,
2003.

     The Company has not generated positive cash flows from operating
activities. For the three-month period ended March 31, 2003, net cash flows used
in operating activities was ($11,757) compared to ($90) of net cash flows used
in operating activities for the three-month period ended March 31, 2002. The net
operating loss of ($60,833) decreased for the three-month period ended March 31,
2003 from a net operating loss of ($77,078) for the three-month period ended
March 31, 2002 and changes in working capital assets and liabilities decreased
to an aggregate of $49,076 for the three-month period ended March 31, 2003 from
an aggregate of $76,988 for the three-month period ended March 31, 2002.

     Net cash flows from investing activities was $-0- for both three-month
periods ended March 31, 2003 and 2002.

     Net cash flows from financing activities was $11,800 from advances payable
for the three-month period ended March 31, 2003 as compared to $-0- for the
three-month period ended March 31, 2002.

PLAN OF OPERATION

     As of the date of this Quarterly Report, there has been no income realized
from the business operations of the Company. The Company's primary source of
financing during the prior fiscal years has been from proceeds received by IGCO
from (i) the conversion of Series A Preferred shares into shares of the
Company's common stock at the redemption price of $0.25 per share; (ii) the
conversion of Series B Preferred shares into shares of the Company's common
stock at the redemption price of $0.50 per share; and (iii) cash advances
provided to the Company as debt.

     As of December 31, 2002, there were 6,200,000 Series A Preferred shares
issued and outstanding. Each Series A Preferred share is convertible into one
share of common stock of the Company and all then accrued and unpaid dividends
are convertible into common stock at the conversion price of $0.25 per share. As
of December 31, 2002, there were 2,510,000 Series B Preferred shares issued and
outstanding. Each Series B Preferred share is convertible into one share of
common stock of the Company and all then accrued and unpaid dividends are
convertible into common stock at the conversion price of $0.50 per share.

                                       16
<PAGE>

     On March 15, 2003, the Company received conversion notices from all
remaining holders of Series A Preferred shares. Based upon the respective
conversion notices, the Board of Directors of the Company authorized the
issuance of an aggregate 11,685,900 shares of common stock as follows: (i)
6,200,000 shares of common stock for the conversion of 6,200,000 shares of
Series A Preferred Stock on a one-to-one basis; and (ii) 5,485,900 shares of
common stock for conversion of the accrued and unpaid dividends at the
conversion price of $0.25 per share.

     On March 15, 2003, the Company received conversion notices from all
remaining holders of Series B Preferred shares. Based upon the respective
conversion notices, the Board of Directors of the Company authorized the
issuance of an aggregate 4,501,100 shares of common stock as follows: (i)
2,510,000 shares of common stock for the conversion of 2,510,000 shares of
Series B Preferred Stock on a one-to-one basis; and (ii) 1,991,000 shares of
common stock for conversion of the accrued and unpaid dividends at the
conversion price of $0.50 per share.

     Funding

     Current management of the Company anticipates a possible increase in
operating expenses in order to successfully research and identify new business
endeavors. The Company may finance these expenses with further issuance of
common stock of the Company. The Company believes that any anticipated private
placements of equity capital and debt financing, if successful, may be adequate
to fund the Company's operations over the next six months. Thereafter, the
Company expects it will need to raise additional capital to meet long-term
operating requirements. The Company may encounter business endeavors that
require significant cash commitments or unanticipated problems or expenses that
could result in a requirement for additional cash before that time. If the
Company raises additional funds through the issuance of equity or convertible
debt securities other than to current shareholders, the percentage ownership of
its current shareholders would be reduced, and such securities might have
rights, preferences or privileges senior to its common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, the Company
may not be able to take advantage of prospective new business endeavors or
opportunities, which could significantly and materially restrict the Company's
business operations.

     Material Commitments

     A significant and estimated commitment for the Company for fiscal year 2003
is the principal amount of $989,800 and $226,228 in accrued interest thereon due
and owing as advances payable to related parties: (i) $914,604 in aggregate
principal due and owing to ICI; (ii) $70,831 in aggregate principal due and
owing to a private individual; and (iii) $4,365 in aggregate principal due and
owing to the director/officer of the Company. The advances accrue interest at
10% per annum and are due on demand.

OFF-BALANCE SHEET ARRANGEMENTS

     As of the date of this Quarterly Report, the Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company's financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors. The
term "off-balance sheet arrangement" generally means any transaction, agreement
or other contractual arrangement to which an entity unconsolidated with the
Company is a party, under which the Company has (i) any obligation arising under
a guarantee contract, derivative instrument or variable interest; or (ii) a
retained or contingent interest in assets transferred to such entity or similar
arrangement that serves as credit, liquidity or market risk support for such
assets.

                                       17
<PAGE>

ITEM III. CONTROLS AND PROCEDURES

     (a) The Company, under the supervision of the President, has conducted an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures within ninety (90) days of the filing date of
this Quarterly Report. Based upon the results of this evaluation, the Company
believes that they maintain proper procedures for gathering, analyzing and
disclosing all information in a timely fashion that is required to be disclosed
in its reports under the Securities Exchange Act of 1934, as amended. There have
been no significant changes in the Company's controls subsequent to the
evaluation date.

     (b) There were no significant changes in the Company's internal control or
in other factors that could significantly affect the Company's internal controls
subsequent to the evaluation date.


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     No report required.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

DEBT SETTLEMENTS

     On March 15, 2003, the Board of Directors of the Company authorized the
execution of settlement agreements between the Company and certain creditors of
the Company, and the subsequent issuance of 63,001,343 shares of its restricted
common stock as follows.

     (a) The Company had incurred a debt inclusive of accrued interest in the
aggregate amount of $659,862.25 to Sonanini Holdings Ltd. ("Sonanini") for prior
advances made by Sonanini to the Company evidenced by certain promissory notes,
advances and accrued interest thereon. Therefore, the Company and Sonanini
entered into a settlement agreement dated March 15, 2003 (the "Sonanini
Settlement Agreement"). Pursuant to the terms of the Sonanini Settlement
Agreement, (i) the Company agreed to settle the $659,862.25 aggregate debt due
and owing Sonanini by the issuance of 32,993,113 shares of its restricted common
stock at the rate of $0.02 per share (based on the average trading price of
$0.013 per share on total volume of 1,382,900 shares of the Company's common
stock trading on the OTC Bulletin Board from October 1, 2002 to January 17,
2003); and (ii) Sonanini agreed to accept the issuance of the 32,993,113 shares
of restricted common stock as settlement and full satisfaction of the aggregate
debt due and owing it as of the date of the Sonanini Settlement Agreement.

                                       18
<PAGE>

     (b) The Company had incurred a debt inclusive of accrued interest in the
aggregate amount of $600,164.60 to TriStar Financial Services, Inc. ("TriStar")
for (i) prior services rendered by TriStar on behalf of the Company including,
but not limited to, financial, administrative and managerial services; and (ii)
prior advances made by TriStar to the Company evidenced by certain promissory
notes, advances and accrued interest thereon. Therefore, the Company and Tri
Star entered into a settlement agreement dated March 15, 2003 (the "TriStar
Settlement Agreement"). Pursuant to the terms of the TriStar Settlement
Agreement, (i) the Company agreed to settle the $600,164.60 debt due and owing
TriStar by the issuance of 30,008,230 shares of its restricted common stock at
the rate of $0.02 per share (based on the average trading price of $0.013 per
share on total volume of 1,382,900 shares of the Company's common stock trading
on the OTC Bulletin Board from October 1, 2002 to January 17, 2003); and (ii)
TriStar agreed to accept the issuance of the 30,008,230 shares of restricted
common stock as settlement and full satisfaction of the aggregate debt due and
owing it as of the date of the TriStar Settlement Agreement.

CONVERSION OF SERIES A AND SERIES B PREFERRED SHARES

     On March 15, 2003, the Board of Directors of the Company received certain
conversion notices regarding conversion of Series A Preferred shares and Series
B Preferred shares and all then accrued and unpaid dividends into shares of
common stock, and authorized the subsequent issuance of 16,187,000 shares of its
restricted common stock as follows.

     (a) On March 15, 2003, the Company received conversion notices from all
remaining holders of Series A Preferred shares. Based upon the respective
conversion notices, the Board of Directors of the Company authorized the
issuance of an aggregate 11,685,900 shares of common stock as follows: (i)
6,200,000 shares of common stock for the conversion of 6,200,000 Series A
Preferred shares on a one-to-one basis; and (ii) 5,485,900 shares of common
stock for conversion of the accrued and unpaid dividends at the conversion price
of $0.25 per share.

     (b) On March 15, 2003, the Company received conversion notices from all
remaining holders of Series B Preferred shares. Based upon the respective
conversion notices, the Board of Directors of the Company authorized the
issuance of an aggregate 4,501,100 shares of common stock as follows: (i)
2,510,000 shares of common stock for the conversion of 2,510,000 Series B
Preferred shares on a one-to-one basis; and (ii) 1,991,000 shares of common
stock for conversion of the accrued and unpaid dividends at the conversion price
of $0.50 per share.

     As a result of the issuance of an aggregate 79,188,343 shares of restricted
common stock pursuant to the Sonanini Settlement Agreement, the Tri Star
Settlement Agreement and conversion of Series A Preferred stock and Series B
Preferred stock, there was a change in control of the Company. The following
table sets forth the name and address, as of the date of this Quarterly Report,
and the approximate number of shares of common stock owned of record or
beneficially by each person who owned of record, or was known by the Company to
own beneficially, more than five percent (5%) of the Company's common stock, and
the name and shareholdings of each officers and director, and all officers and
directors as a group. As of the date of this Quarterly Report, there are
156,058,443 shares of the Company's common stock issued and outstanding.

                                       19
<PAGE>

--------------------------------------------------------------------------------
Title of Class    Name and Address        Amount and Nature         Percent of
                of Beneficial Owner    of Beneficial Ownership       of Class
--------------------------------------------------------------------------------
                                                       (1)
Common Stock    Sonanini Holdings Ltd.         34,226,513              21.89%
                Kartnerring 5-7
                Top 3D, A
                1010 Vienna
                Austria

                                                       (1)
Common Stock    TriStar Financial              31,957,630              20.44%
                  Services Inc.
                435 Martin Street, Suite 2000
                Blaine, Washington 98270

                                                       (1)
Common Stock   Intergold Mining                17,424,300              11.15%
                 Corporation
               3305 W. Spring Mountain Road
               Suite 60
               Las Vegas, Nevada 89102

                                                       (1)
Common Stock   Alexander W. Cox                22,912,400              14.66%
               428 - 755 Burrard Street
               Vancouver, British Columbia
               Canada V6Z 1X6


                                                       (2)
Common Stock   All officers and directors       1,000,000                .64%
                 as a group (1 person)

--------------------------------------------------------------------------------
(1)
     These are restricted shares of common stock.
(2)
     Includes the assumption of the exercise of 1,000,000 options (out of the
3,450,000 stock options granted and outstanding under the terms of the Company's
Non-Qualified Stock Option Plan) by the officer/director as option holder
pursuant to the terms of the Non-Qualified Stock Option Plan to purchase 500,000
shares of restricted common stock at $0.50 per share and 500,000 shares of
restricted common stock at $1.00 per share, respectively.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     No report required.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Based upon review of a wide variety of factors considered in connection
with its evaluation of the sale of substantially all of the Company's assets,
which includes the sale of its wholly-owned subsidiary, International Gold
Corporation ("INGC"), the Board of Directors of the Company believes that the
sale of substantially all of the Company's assets would be fair to and in the
best interests of the Company and its shareholders. The Board of Directors,
therefore, authorized and directed the submission of an Information Statement
pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended
(the "Information Statement").

                                       20
<PAGE>

     The Information Statement was filed with the Securities and Exchange
Commission on May 2, 2003. The Information Statement will be circulated to the
shareholders of the Company in connection with the taking of corporate action
without a meeting upon the written consent of ten (10) or less shareholders
holding of record a majority of the outstanding shares of the Company's common
stock (the "Written Consent"). The names of the shareholders who will be signing
the Written Consent and their respective equity ownership of the Company are as
follows: (i) Sonanini Holdings Ltd. holding of record 34,226,513 shares of
common stock (21.89%); (ii) TriStar Financial Services Inc. holding of record
31,957,630 shares of common stock (20.44%); and (iii) Alexander Cox holding of
record 22,912,400 shares of common stock (14.66%).

     The matters upon which action is proposed to be taken effective June 23,
2003 pursuant to the Written Consent include the: (i) authorization of the Board
of Directors to effect a reverse stock split of one-for-three hundred twelve
(the "Reverse Stock Split") of the Company's issued and outstanding shares of
common stock; (ii) approval of the sale of substantially all of the assets of
the Company, which includes approval and authorization of any sale and purchase
agreement relating thereto (the "Proposed Sale and Purchase"); (iii) approval of
the election of one director to serve as a director of the Company until the
next annual meeting of the shareholders or until his successor has been elected
and qualified; (iv) approval of a stock option plan for key personnel of the
Company (the "Stock Option Plan"); and (v) ratification of the selection of
LaBonte & Co. as the Company's independent public accountants for the fiscal
year ending December 31, 2003.

     As of the date of this Quarterly Report, the Information Statement has been
filed with the Securities and Exchange Commission with the resulting Written
Consent to be dated June 23, 2003 approving such corporate actions. The
Information Statement will be mailed to all shareholders of the Company by
approximately May 26, 2003 or at such later date as determined by review of the
Information Statement currently in progress.

ITEM 5. OTHER INFORMATION

     No report required.

ITEM 5. OTHER INFORMATION

     No report required.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     Exhibits:

     99.1 Certification Pursuant to 18 U.S.C. Section 1350.

     99.2 Certification Pursuant to 18 U.S.C. Section 1350.

     Reports:

     Report on Form 8-K filed on March 31, 2003 regarding
     Item 1. Changes in Control of Registrant.

                                       21
<PAGE>


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: May 13, 2003                          By: /s/ Grant Atkins
                                             ---------------------------
                                             Grant Atkins, President and
                                             Chief Executive Officer



Dated: May 13, 2003                          By: /s/ Vaughn Barbon
                                             ---------------------------
                                             Vaughn Barbon
                                             Chief Financial Officer




                                       22