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 September 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 November 8, 1999
-----                                       ----------------------------------

Common Stock, $.00025 par value             53,052,000

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)

                               September 30, 1999



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


                                                                           Page
                                                                           ----


Balance Sheet                                                               2

Statements of Operations                                                    3

Statements of Cash Flows                                                    4

Notes to Financial Statements                                             5 - 14


<PAGE>
<TABLE>
<CAPTION>

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

                                                                                   Septmber 30,
                                                                                       1999
                                                                                   -----------
                                             ASSETS
CURRENT ASSETS
<S>                                                                                <C>
  Cash and cash equivalents                                                        $    33,697

PROPERTY PLANT AND EQUIPMENT
  Equipment (net of depreciation)                                                        3,702

OTHER ASSETS
  Available-for-sale investments                                                        57,500
                                                                                   -----------

      Total Assets                                                                 $    94,899
                                                                                   ===========


                              LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
  Accounts payable - trade                                                         $   235,126
  Advances payable                                                                     651,941
  Directors fees payable                                                                39,500
  Notes payable                                                                        551,890
  Accrued interest payable                                                             162,107
                                                                                   -----------

      Total Liabilities                                                              1,640,564
                                                                                   -----------

STOCKHOLDERS' EQUITY (Deficit)
  Preferred stock, $.001 par value; authorized at September 30, 1999
    75,000,000 shares; issued and outstanding at September 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 September 30, 1999 -
    125,000,000 shares; issued and outstanding at
    September 30, 1999, 53,052,000 shares                                               13,263
  Paid - in capital                                                                  7,359,995
  Accumulated unrealized gain/loss on investments                                     (112,500)
  Accumulated deficit through development stage                                     (8,818,933)
                                                                                   -----------

      Total Stockholders' Equity (Deficit)                                          (1,545,665)
                                                                                   -----------

      Total Liabilities and Stockholders' Equity (Deficit)                         $    94,899
                                                                                   ===========



         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
                                                                                                                        (July 26,
                                                     For the 3 Months Ended Sep. 30,  For the 9 Months Ended Sep. 30,    1996) to
                                                     -------------------------------  -------------------------------  September 30,
                                                           1999           1998             1999            1998            1999
                                                       ------------    ------------    ------------    ------------    ------------
                   REVENUES
<S>                                                    <C>             <C>             <C>             <C>
  Other income                                         $       --      $       --      $       --      $               $      1,699
                                                       ------------    ------------    ------------    ------------    ------------

      Total Revenues                                           --              --              --              --             1,699
                                                       ------------    ------------    ------------    ------------    ------------
              OPERATING EXPENSES
PROPERTY EXPLORATION EXPENSES
  Assay and lab                                         (1,031)        119,065            --           304,879         390,994
  Geological consultants                               (15,213)         53,011          79,944         127,979         734,847
  Independent project consulting                       209,838            --           270,626            --           270,626
  Consultants - survey and mapping                       9,786          20,198          21,059          70,198          21,059
  Drilling and drill core management                    37,556         150,859          40,882         150,859         254,125
  Metallurgical                                         (9,700)           --           651,102            --           895,939
  Research and development                                --              --         2,860,000            --         2,860,000
  Claims maintenance and state fees                     45,200          32,104          66,932         106,670         181,193
  Staking                                                2,784         (14,957)         11,837          23,170         171,916
  Wages and salaries                                      --              --                59            --            65,140
  Miscellaneous                                           --               137            --               137          29,148
  Depreciation                                             148            --               444            --               598
  Travel                                                  --              --              --              --             4,686
                                                  ------------    ------------    ------------    ------------    ------------

      Total Property Exploration Expenses              279,368         360,417       4,002,885         783,892       5,880,271
                                                  ------------    ------------    ------------    ------------    ------------
ADMINISTRATIVE EXPENSES
  Overhead and Administration                          316,505         125,000         898,905         360,000       1,989,905
  Reports/information/subscripitions/promotion           7,257           2,160          23,405          28,895         133,757
  Legal and accounting                                  24,016           2,336          68,576          13,660         313,868
  Consultants                                           25,000           2,000          81,500           2,000         143,500
  Travel                                                36,575             915          73,031          22,212         149,776
  Directors Fees                                         6,000           4,500          18,000          15,000          47,500
  Advertising                                                1          14,000           7,368          14,000           7,368
  Auto                                                   5,204           3,475          12,910           3,475          33,091
  Courier and postage                                    1,242           1,481           6,657           3,407          20,326
  Internet design and access                               362            --             2,670           3,060          11,067
  Insurance                                               --             2,194              80           2,194              80
  Office rent                                             --               241           1,244             862          14,582
  Office supplies                                          213              84          17,840           2,472          22,057
  Transfer agent                                           150             180             695             943           3,211
  Bank charges                                             140             293             800             695           3,074
  Security                                                --               867            --               867             867
  Telephone and fax                                        206            --               407            --             3,913
  Share issue transactions                                --              --              --              --            10,500
  Miscellaneous                                        (15,321)          9,998         (15,199)         11,104          (6,563)
  Wages and salaries                                      --              --              --              --            11,944
  Utilities                                               --              --              --              --            34,431
                                                  ------------    ------------    ------------    ------------    ------------

       Total Administrative Expenses                   407,550         169,724       1,198,889         484,846       2,948,254
                                                  ------------    ------------    ------------    ------------    ------------

       Total Operating Expenses                        686,918         530,141       5,201,774       1,268,738       8,828,525
                                                  ------------    ------------    ------------    ------------    ------------

Operating Income (Loss)                               (686,918)       (530,141)     (5,201,774)     (1,268,738)     (8,826,826)

OTHER INCOME (EXPENSE)
  Sale of Future Profit Sharing Interest                  --                              --           170,000         170,000
  Interest Expense                                      (8,115)        (26,003)        (26,385)        (59,664)       (162,107)
                                                  ------------    ------------    ------------    ------------    ------------

Net (Loss)                                        $   (695,033)   $   (556,144)   $ (5,228,159)   $ (1,158,402)   $ (8,818,933)
                                                  ============    ============    ============    ============    ============


Income (Loss) per Share                           $     (0.013)   $     (0.012)   $     (0.102)   $     (0.024)   $     (0.252)
                                                  ============    ============    ============    ============    ============

Weighted Average Number of
 Common Shares Outstanding                          52,673,739      47,943,000      51,353,042      47,943,000      35,029,965
                                                  ============    ============    ============    ============    ============

                      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 9 Months Ended       (July 26,
                                                                       Sep. 30,                    Sep. 30,              1996) to
                                                            --------------------------    --------------------------   September 30,
                                                                1999           1998           1999           1998           1999
                                                            -----------    -----------    -----------    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                         <C>            <C>            <C>            <C>            <C>
  Net income (loss)                                         $  (695,033)   $  (556,144)   $(5,228,159)   $(1,158,402)   $(8,818,933)
  Adjustments to reconcile net (loss) to cash
    Depreciation and Amortization                                   148           --              444           --              598
    Changes in Assets and Liabilities
        Accounts payable                                         81,275           --          116,505           --          235,126
        Director fees payable                                     6,000          4,500         18,000         15,000         39,500
        Accrued interest payable                                  8,114         26,003         26,385         59,664        162,107
                                                            -----------    -----------    -----------    -----------    -----------

      Net Cash Flows Used for Operating Activities             (599,496)      (525,641)    (5,066,825)    (1,083,738)    (8,381,602)
                                                            -----------    -----------    -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Organization costs                                               --             --            1,771           --             --
  Acquisition of available-for-sale investments                    --             --         (170,000)      (170,000)
   Equipment purchases                                             --          (41,601)          --          (44,265)        (4,300)
                                                            -----------    -----------    -----------    -----------    -----------

      Net Cash Flows Used for Investing Activities                 --          (41,601)         1,771       (214,265)      (174,300)
                                                            -----------    -----------    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock                                              150           --            1,257           --           13,263
  Sale of preferred stock Series A                                 --            3,800           --            3,800         10,000
  Sale of preferred stock Series B                                 --             --            2,510           --            2,510
  Additional paid-in capital                                    149,851        946,200      3,876,233        946,200      7,359,995
  Advances - net of payments                                    476,005       (207,608)       469,901        401,905        651,941
  Note payable advances                                            --           50,000        500,000         50,000        551,890
                                                            -----------    -----------    -----------    -----------    -----------

      Net Cash Flows Provided by Financing Activities           626,006        792,392      4,849,901      1,401,905      8,589,599
                                                            -----------    -----------    -----------    -----------    -----------

Net increase in cash                                             26,510        225,150       (215,153)       103,902         33,697

Cash and cash equivalents -  Beginning of period                  7,187         13,169        248,850        134,417           --
                                                            -----------    -----------    -----------    -----------    -----------

Cash and cash equivalents - End of period                   $    33,697    $   238,319    $    33,697    $   238,319    $    33,697
                                                            ===========    ===========    ===========    ===========    ===========


During 1998, the Company accrued $135,722 of interest on outstanding notes and advances payable.
During 1999, the Company has accrued $26,385 of interest onoutstanding 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
                          (A Development Stage Company)
                    Notes to Unaudited Financial Statements

                               September 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
          September  30,  1999 and  September  30,  1998 and for the nine months
          ended  September  30, 1999 and September 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
                          (A Development Stage Company)
                    Notes to Unaudited Financial Statements

                               September 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
          --------

          ================================================================
                                                              September
                                                              30, 1999
          ----------------------------------------------------------------
          Investor Communications Int'l, Inc.                 $ 15,376
          Tri Star Financial Services, Inc.                     26,567
          Alexander Cox                                         50,500
          Sonanini Holdings                                    417,500
          Amero-can Marketing, Inc.                            141,998
                                                              --------
                                                              $651,941
          ================================================================

          The advances all bear 10% simple interest and are due on demand. There
          is $150,056 of interest  accrued on the advances as of  September  30,
          1999.





                                       6
<PAGE>

                              INTERGOLD CORPORATION
                          (A Development Stage Company)
                    Notes to Unaudited Financial Statements

                               September 30, 1999

--------------------------------------------------------------------------------
NOTE 2:   ADVANCES AND NOTES PAYABLE (continued)

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

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

          To Sonanini  Holdings,  bearing interest at 7% per            50,000
          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 September 30, 1999 totals $4,027.

          To Auric Metallurgical Laboratories, LLC, pursuant           250,000
          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  September  30, 1999
          totals $4,012.

          To  Geneva   Resources,   Inc.   pursuant  to  the           250,000
          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 September 30, 1999 totals $4,012.

          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
                          (A Development Stage Company)
                    Notes to Unaudited Financial Statements

                               September 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.

          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.

          At  September  30, 1999 there were  53,052,000  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

                                       8
<PAGE>

                              INTERGOLD CORPORATION
                          (A Development Stage Company)
                     Notes to Unaudited Financial Statements

                               September 30, 1999

--------------------------------------------------------------------------------
NOTE 3:   STOCKHOLDERS' EQUTY (continued)

          accrued and unpaid  dividends are convertible  into restricted  common
          stock at the conversion price of $.25 per share.

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

          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  September  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 September 10, 1999. As of September 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
                          (A Development Stage Company)
                    Notes to Unaudited Financial Statements

                               September 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
          September  30, 1999 is  $112,500.  During the three month period ended
          September  30, 1999,  the Company has recorded an  unrealized  loss of
          $7,500.  The  discounted  value of the  investment as of September 30,
          1999 was $57,500.

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.

          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 September  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

                                       10
<PAGE>


                              INTERGOLD CORPORATION
                          (A Development Stage Company)
                    Notes to Unaudited Financial Statements

                               September 30, 1999

--------------------------------------------------------------------------------
NOTE 6:   TECHNOLOGY SUB-LICENSE AGREEMENT (continued)

          technology  is  scheduled  for transfer  during 1999.  The Company has
          expensed  the amounts paid  pursuant to the  agreement as research and
          development expense.

          The Company has initiated legal proceedings  related to this agreement
          (See Note 12).


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 September  30, 1999 and 1998
          are as follows:

                                        September 30, 1999   September 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-



                                       11
<PAGE>


                              INTERGOLD CORPORATION
                          (A Development Stage Company)
                    Notes to Unaudited Financial Statements

                               September 30, 1999

--------------------------------------------------------------------------------
NOTE 7:   EMPLOYEE STOCK OPTION PLAN (continued)

          As of September 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 174 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 September,  1999,  $644,800 in services related to this
          agreement have been paid. The services  performed under this agreement
          are recorded as research and development expenses.


          The Company has initiated legal proceedings  related to this agreement
          (See Note 12).


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
                          (A Development Stage Company)
                    Notes to Unaudited Financial Statements

                               September 30, 1999

--------------------------------------------------------------------------------
NOTE 10:  GOING CONCERN AND CONTINUED OPERATIONS

          At  September  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,  with  $1,255,000  being generated
          through  September  30,  1999.  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.  The Company  also expects to utilize  additional  advances to
          fund operations.

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.

                                       13
<PAGE>


                              INTERGOLD CORPORATION
                          (A Development Stage Company)
                    Notes to Unaudited Financial Statements

                               September 30, 1999

--------------------------------------------------------------------------------
NOTE 12:  CONTINGENCIES (continued)

          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.

          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.

          On  October  8,  1999,   the   Company's   wholly  owned   subsidiary,
          International  Gold  Corporation  ("IGC")  joined  a  legal  complaint
          initiated  by Geneva  Resources,  Inc.,  against  AuRIC  Metallurgical
          Laboratories,  LLC ("AuRIC"),  Dames & Moore,  Ahmet Altinay,  General
          Manager of AuRIC, and Richard Daniele,  Chief Metallurgist for Dames &
          Moore. The damages sought by IGC/Geneva are to be determined in court.
          The damages incurred stem from reliance on assays and  representations
          made by AuRIC and upon  actions and  engineering  reports  produced by
          Dames & Moore. IGC/Geneva also alleges there were breaches of contract
          by AuRIC and Dames and Moore, as well as other causes of action.





                                       14

<PAGE>


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

General
-------

     To date, there have been no income realized from the business operations of
the Company.  The Company's  primary  source of cash has been the  conversion of
Series A Warrants  into shares of the Company's  restricted  Common Stock at the
redemption  price of $0.25 per Series A Warrant.  Pursuant  to a letter from the
Company  which  provided  notice to the  holders of  Preferred  Shares  that the
Company intended to redeem in whole the outstanding Warrants, 1,000,000 Series A
Warrants have been converted into 1,000,000  shares of the Company's  restricted
Common Stock for an aggregate consideration of $250,000.00.

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

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

     For the three-month period ended September 30, 1999, the Company recorded a
net loss of $695,033  compared  to a net loss of  $556,144 in the  corresponding
period of 1998.  During the  three-month  period  ended  September  30, 1999 and
September 30, 1998, the Company recorded no income.

     During the  three-month  period  ended  September  30,  1999,  the  Company
recorded  operating  expenses of  $686,918 as compared to $530,141 of  operating
expenses  recorded in the same period for 1998.  Property  exploration  expenses
decreased  slightly  in the  approximate  amount of $81,049  in the  three-month
period during 1999 primarily because of the breach of the agreement for services
dated March 18, 1999  between  International  Gold  Corporation,  the  Company's
subsidiary, and AuRIC Metallurgical Laboratories (the "Service Agreement"),  and
the resulting lack of work orders for research and development and metallurgical
services.  However,  administrative expenses increased by approximately $237,826
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  associated  costs  and  corporate  activity
pertaining to litigation  initiated by the Company  against AuRIC  Metallurgical
Laboratories.

Nine Months Ended September 30, 1999 compared to September 30, 1998
-------------------------------------------------------------------

     For the nine-month  period ended September 30, 1999, the Company recorded a
net loss of $5,228,159 compared to a net loss of $1,158,402 in the corresponding
period of 1998.  During the  nine-month  period  ended  September  30,  1999 and
September 30, 1998, the Company recorded no income.

     During the nine-month period ended September 30, 1999, the Company recorded
operating expenses of $5,201,774 as compared to $1,268,738 of operating expenses
recorded in the same period for 1998.  Property  exploration  expenses increased
significantly in the approximate  amount of $3,218,993 in the nine-month  period
during 1999  primarily  due to the amounts  paid by the Company as research  and
development  expenses  associated with the Service  Agreement and the technology
sub-license  agreement  dated  March 19,  1999  between  the  Company and Geneva
Resources, Inc. (the "Sub-License Agreement"), and work orders for metallurgical
services.  Administrative  expenses  increased  approximately  $714,043  in  the
six-month  period during 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 nine-month  period ended  September 30, 1999, the Company's total
assets were $94,889.  This decrease from fiscal year ended December 31, 1998 was
due primarily to a decrease in cash and cash  equivalents.  As of the nine-month
period  ended  September  30,  1999,  the  Company's  total   liabilities   were
$1,640,564.  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,  the advances
made to the Company, and the accrued interest on such advances.

     Stockholders'  Equity  (deficit)  decreased from $(180,006) for fiscal year
ended  December  31,  1998 to  $(1,545,665)  for  the  nine-month  period  ended
September 30, 1999.

                                       15
<PAGE>


PART II. OTHER INFORMATION


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

     On September  27,  1999,  International  Gold  Corporation,  the  Company's
subsidiary,   and  Geneva  Resources,  Inc.,  a  Nevada  corporation  ("Geneva")
initiated legal proceedings  against AuRIC  Metallurgical  Laboratories,  LLC, a
Utah  limited  liability  company  ("AuRIC")  and  Dames  &  Moore,  a  Delaware
corporation  ("Dames & Moore"), by filing its complaint in the District Court of
the Third Judicial District for Salt Lake City, State of Utah.

     International  Gold  Corporation,  on behalf of the Company,  and AuRIC had
previously  entered into the Service  Agreement  whereby AuRIC agreed to perform
certain  services,  including the  development  of  proprietary  technology  and
know-how   relating  to  fire  and  chemical  assay   analysis   techniques  and
metallurgical ore extraction procedures developed specifically for the Blackhawk
Property.  Geneva and AuRIC also  entered into a  technology  License  Agreement
dated March 17, 1999 (the  :License  Agreement")  whereby AuRIC agreed to supply
the  proprietary  technology to Geneva and grant to Geneva a license to use such
technology  on claims  located on the Blackhawk  Property,  and AuRIC also grant
Geneva the right to sub-license  the  proprietary  technology to the Company for
use on the Blackhawk Property.  Dames & Moore subsequently verified the fire and
chemical  assay   techniques  and  procedures   developed  by  AuRIC  and  their
repeatability.  The Company  subsequently entered into multiple work orders with
Dames & Moore  relating  to a variety  of  services,  such as  professional  and
independent  project  management,  project cost control,  geological mapping and
studies,  permitting  and land use,  chain of custody  drill sample  collection,
environmental  assessment reports,  survey mapping  petrographic  studies,  data
management  and  data  entry,  chain  of  custody  assay  database,   geographic
information systems, development geology, project control,  scheduling,  geology
support, chain of custody protocols, laboratory evaluations, public involvement,
and field mobilizations.

     International  Gold  Corporation  and Geneva  initiated  legal  proceedings
against  AuRIC for (i) multiple  breaches of contract  relating to the Agreement
for Services and the License Agreement, respectively, including, but not limited
to, establishment and facilitation of the proprietary  technology and fire assay
procedures developed by AuRIC at an independent assay lab and failure to deliver
the  proprietary  technology and  procedures to the Company,  Geneva and Dames &
Moore; (ii) breach of the implied covenant of good faith and fair dealing; (iii)
negligent  misrepresentation;  (iv)  specific  performance;  (v)  non-disclosure
injunction;  (vi)  failure  by  AuRIC  to  repay  advances;  and  (vii)  quantum
meruit/unjust  enrichment.  The  Company  also named  Dames & Moore in the legal
proceeding in a declaratory relief cause of action.

     The Company is reviewing  further legal remedies  against AuRIC and Dames &
Moore and intends to aggressively pursue any and all such actions.


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.

     On behalf of the Company an 8-K was filed on October 4, 1999.

                                       16
<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: November 8, 1999                         By: /s/ Gary Powers
                                                  ------------------------------
                                                  Gary Powers, President


Dated: November 8, 1999                         By: /s/ Grant Atkins
                                                  ------------------------------
                                                  Grant Atkins, Secretary






                                       17