U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 FORM 10-QSB/A#2


(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, 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 June 14, 1999
-----                                       -------------------------------

Common Stock, $.00025 par value             52,052,000

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)

                                 MARCH 31, 1999


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

                                                                         Page
                                                                         ----


Balance Sheet                                                             2

Statements of Operations                                                  3

Statements of Cash Flows                                                  4

Notes to Financial Statements                                           5 - 14



                                       1
<PAGE>

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

                                                                     March 31,
                                                                        1999
                                                                    -----------
                                     ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                         $    16,986

PROPERTY PLANT AND EQUIPMENT
  Equipment (net of depreciation)                                         3,998

OTHER ASSETS
  Available-for-sale investments                                         90,000
                                                                    -----------

      Total Assets                                                  $   110,984
                                                                    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
  Accounts payable - trade                                          $    77,022
  Advances payable                                                      243,535
  Directors fees payable                                                 27,500
  Notes payable                                                         551,890
  Accrued interest payable                                              142,918
                                                                    -----------

      Total Liabilities                                               1,042,865
                                                                    -----------

STOCKHOLDERS' EQUITY (Deficit)
  Preferred stock, $.001 par value; authorized at March 31, 1999
    75,000,000 shares; issued and outstanding at March 31, 1999 -
    Series A - 10,000,000 shares,                                        10,000
    Series B - 750,000 shares                                               750
    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 March 31, 1999 -
     125,000,000 shares; issued and outstanding at
     March 31, 1999, 52,052,000 shares                                   13,014
  Paid - in capital                                                   6,232,004
  Accumulated unrealized gain/loss on investments                       (80,000)
  Accumulated deficit through development stage                      (7,107,649)
                                                                    -----------

      Total Stockholders' Equity (Deficit)                             (931,881)
                                                                    -----------

      Total Liabilities and Stockholders' Equity (Deficit)          $   110,984
                                                                    ===========



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

                                        2
<PAGE>
<TABLE>
<CAPTION>
                                     INTERGOLD CORPORATION
                                 (A Development Stage Company)
                                   Statements of Operations
                                          (Unaudited)

                                                                                  Inception
                                                                                  (July 26,
                                                For the 3 Months Ended March 31,   1996) to
                                                -------------------------------    March 31,
                                                     1999            1998            1999
                                                 ------------    ------------    ------------
                   REVENUES
<S>                                              <C>             <C>             <C>
  Other income                                   $       --      $       --      $      1,699
                                                 ------------    ------------    ------------

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

              OPERATING EXPENSES
PROPERTY EXPLORATION EXPENSES
  Assay and lab                                           235          86,707         391,229
  Geological consultants                               31,796          50,329         686,699
  Drilling and drill core management                        2            --           213,245
  Metalurgical                                         65,000            --           191,287
  Research and development                          3,015,000            --         3,133,550
  Claims maintenance and state fees                    16,728          46,398         130,989
  Staking                                                --            17,184         160,079
  Wages and salaries                                       59            --            65,140
  Miscellaneous                                         1,539            --            30,687
  Depreciation                                            148            --               302
  Travel                                                 --              --             4,686
                                                 ------------    ------------    ------------

      Total Property Exploration Expenses           3,130,507         200,617       5,007,893
                                                 ------------    ------------    ------------

ADMINISTRATIVE EXPENSES
  Overhead and Administration                         308,500          90,000       1,399,500
  Reports/information/subscripitions/promotion          1,580            --           111,932
  Legal and accounting                                 19,390           9,278         264,682
  Consultants                                          10,000            --            72,000
  Travel                                               12,671            --            89,416
  Directors Fees                                        6,000           6,000          35,500
  Advertising                                           4,318            --             4,318
  Auto                                                  2,428            --            22,609
  Courier and postage                                     939             950          14,608
  Internet design and access                             --             2,280           8,397
  Office rent                                             577             240          13,915
  Office supplies                                      11,903             231          16,120
  Transfer agent                                          250              43           2,766
  Bank charges                                            442             209           2,716
  Security                                               --              --               867
  Telephone and fax                                        68            --             3,574
  Share issue transactions                               --              --            10,500
  Miscellaneous                                           106            --             8,742
  Wages and salaries                                     --              --            11,944
  Utilities                                              --              --            34,431
                                                 ------------    ------------    ------------

       Total Administrative Expenses                  379,172         109,230       2,128,537
                                                 ------------    ------------    ------------

       Total Operating Expenses                     3,509,679         309,847       7,136,430
                                                 ------------    ------------    ------------

Operating Income (Loss)                            (3,509,679)       (309,847)     (7,134,731)

OTHER INCOME (EXPENSE)
  Sale of Future Profit Sharing Interest                 --           170,000         170,000
  Interest Expense                                     (7,196)        (12,941)       (142,918)
                                                 ------------    ------------    ------------

Net (Loss)                                       $ (3,516,875)   $   (152,788)   $ (7,107,649)
                                                 ============    ============    ============


Income (Loss) per Share                          $     (0.072)   $     (0.003)   $     (0.228)
                                                 ============    ============    ============

Weighted Average Number of
 Common Shares Outstanding                         48,644,222      47,943,000      31,176,125
                                                 ============    ============    ============

     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
                                                                                       (July 26,
                                                      For the 3 Months Ended March 31,  1996) to
                                                      -------------------------------   March 31,
                                                            1999           1998           1999
                                                        -----------    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                     <C>            <C>            <C>
  Net income (loss)                                     $(3,516,875)   $  (152,788)   $(7,107,649)
  Adjustments to reconcile net (loss) to cash
    Depreciation and Amortization                               148           --              302
    Changes in Assets and Liabilities
        Accounts payable                                    (41,599)          --           77,022
        Director fees payable                                 6,000          6,000         27,500
        Accrued interest payable                              7,196         12,941        142,918
                                                        -----------    -----------    -----------

      Net Cash Flows Used for Operating Activities       (3,545,130)      (133,847)    (6,859,907)
                                                        -----------    -----------    -----------

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

      Net Cash Flows Used for Investing Activities            1,771       (170,000)      (174,300)
                                                        -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock                                        1,008           --           13,014
  Sale of preferred stock                                       750           --           10,750
  Additional paid-in capital                              2,748,242           --        6,232,004
  Advances - net of payments                                 61,495           --          243,535
   Note payable advances                                    500,000        172,001        551,890
                                                        -----------    -----------    -----------

      Net Cash Flows Provided by Financing Activities     3,311,495        172,001      7,051,193
                                                        -----------    -----------    -----------

Net increase in cash                                       (231,864)      (131,846)        16,986

Cash and cash equivalents -  Beginning of period            248,850        134,417           --
                                                        -----------    -----------    -----------

Cash and cash equivalents - End of period               $    16,986    $     2,571    $    16,986
                                                        ===========    ===========    ===========



During 1998, the Company accrued $12,941 of interest on outstanding notes and advances payable.
During 1999, the Company accrued $7,196 of interest on outstanding notes and advances payable.
Since inception the Company has not paid or capitalized any interest.




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

                                              4
</TABLE>
<PAGE>


                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements
                                 March 31, 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 March 31,
     1999 and March 31, 1998 include the  accounts of  Intergold  and its wholly
     owned  subsidiary,  International  Gold  Corporation.   International  Gold
     Corporation  was acquired by purchase on July 23, 1997. The  acquisition of
     International  Gold  Corporation  has been  accounted  for on the  Purchase
     method of accounting. All significant intercompany transactions and account
     balances have been eliminated.

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

     Research, development and exploration costs are expensed as incurred.

                                       5
<PAGE>

                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements
                                 March 31, 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
     --------

                                                    March 31, 1999
                                                    --------------

     Investor Communications Int'l, Inc.               $100,496
     Tri Star Financial Services, Inc.                   22,066
     Amero-can Marketing, Inc.                          120,973
                                                       --------
                                                       $243,535
                                                       ========

     The advances all bear 10% simple  interest and are due on demand.  There is
     $140,117 of interest accrued on the advances as of March 31, 1999.




                                       6
<PAGE>

                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements
                                 March 31, 1999



NOTE 2: ADVANCES AND NOTES PAYABLE (continued)

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

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

     To Sonanini  Holdings,  bearing interest at 7% per
     annum, simple interest on the balance outstanding.
     The note is dated August 6, 1998 and has no stated
     maturity  date.   Accrued  interest  on  the  note
     through March 31, 1999 totals $2,277.                            50,000

     To Auric Metallurgical Laboratories, LLC, pursuant
     to  the  technology  sub-license  agreement  dated
     March 18, 1999,  bearing interest at 3% per annum,
     simple   interest  on  the  balance   outstanding.
     Maturity  is upon  transfer of  technology  and is
     expected  to be  by  the  Fall  of  1999.  Accrued
     interest on the note through March 31, 1999 totals
     $262.                                                           250,000

     To  Geneva   Resources,   Inc.   pursuant  to  the
     technology  sub-license  agreement dated March 18,
     1999,  bearing  interest  at 3% per annum,  simple
     interest on the balance  outstanding.  Maturity is
     upon transfer of technology  and is expected to be
     by the Fall of 1999.  Accrued interest on the note
     through March 31, 1999 totals $262.                             250,000

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


NOTE 3: STOCKHOLDERS' EQUITY

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

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

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

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

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

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

                                       7
<PAGE>


                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements
                                 March 31, 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).

     At March 31, 1999 there were 52,052,000 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 accrued
     and unpaid  dividends are convertible  into restricted  common stock at the
     conversion price of $.25 per share.

     Through  March  31,  1998,  the  Company  has  issued  10,000,000  Series A
     preferred shares. The issuance generated $2,500,000.  As of March 31, 1999,
     there are  10,000,000  Series A preferred  shares and  10,000,000  Series A
     warrants outstanding.

                                       8
<PAGE>


                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements
                                 March 31, 1999



NOTE 3: STOCKHOLDERS' EQUTY (continued)

     The Company has  prepared a private  placement  offering  memorandum  dated
     December  15,  1998 to offer  Series B units at a cost of $50,000 per unit.
     Each unit consists of 100,000 shares of Series B preferred stock with a par
     value of $.001 per share and 100,000 warrants.  The terms and conditions of
     the Series B offering are similar to those of the Series A offering  except
     the cost per share and any  conversion  price is at $0.50  per  share.  The
     Series B offering  comprises a total of 5,000,000  convertible,  redeemable
     preferred shares and 5,000,000 warrants.  As of March 31, 1999, the Company
     had received  $375,000,  representing  750,000 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.
     International  Gold  Corporation  holds  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  intends to  transfer  the 439  unpatented  lode  mining  claims to
     Goldstate  Corporation  via a quit claim deed during 1999.  As of March 31,
     1999, there were no jointly controlled assets pursuant to the agreement and
     no profits had been generated.  Therefore, the Company has not included any
     related amounts in its financial statements pursuant to this agreement.

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

                                       9
<PAGE>


                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements
                                 March 31, 1999



NOTE 5: DEBT SETTLEMENT

     On January 6, 1999,  the Company  entered into a settlement  agreement with
     Communique Media to provide 30,000  restricted common shares in the capital
     of the Company for $15,000 of services  provided by Communique Media to the
     Company. The market price of the Company's common trading shares at January
     6,  1999 was  approximately  $0.59 per  share.  The price per share of this
     settlement  represents an 18 percent discount from the trading market price
     at January 6, 1999. These shares were issued on January 6, 1999.

NOTE 6: 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 March 31, 1999 is $80,000.  During the three month period
     ended  March 31,  1999,  the Company has  recorded  an  unrealized  gain of
     $15,000.  The  discounted  value of the investment as of March 31, 1999 was
     $90,000.

NOTE 7: TECHNOLOGY SUB-LICENSE AGREEMENT

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

                                       10
<PAGE>


                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements
                                 March 31, 1999



NOTE 7: TECHNOLOGY SUB-LICENSE AGREEMENT (continued)

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

     As of March 31, 1999 the promissory notes and common stock have been issued
     to the  various  parties,  however,  the  related  technology  has not been
     transferred.  These  promissory  notes  become  due and  payable  upon  the
     transfer of the  technology.  Transfer of the  technology  will occur after
     completion of pilot scale testing. The technology is scheduled for transfer
     during 1999.  The Company has  expensed  the amounts  paid  pursuant to the
     agreement as research and development expense.


NOTE 8: 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
     March 31, 1999 and 1998 are as follows:


                                       11
<PAGE>


                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements
                                 March 31, 1999



NOTE 8: EMPLOYEE STOCK OPTION PLAN (continued)

                                           March 31, 1999      March 31, 1998
                                        --------------------  -----------------
                                                    Weighted           Weighted
                                        Number      Average   Number   Average
                                          of        Exercise    of     Exercise
                                        Options      Price    Options   Price
                                        -------      -----    -------   -----

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

     As of March 31, 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  357  days.  There  are  3,450,000
     options that are exercisable with a weighted average exercise price of $.71
     per share of common stock.

NOTE 9: 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
     March 31, 1999,  $273,550 of services  related to this  agreement have been
     performed  and paid.  The  services  performed  under  this  agreement  are
     recorded as research and development expenses.

NOTE 10: INCOME TAXES

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

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

                                       12
<PAGE>

                             INTERGOLD CORPORATION
                    Notes to Unaudited Financial Statements
                                 March 31, 1999



NOTE 11: GOING CONCERN AND CONTINUED OPERATIONS

     At March 31, 1999, the Company has not generated  significant revenues from
     operations. The Company's successful financial operations and movement into
     an operating  basis are  contingent on the  development  of the lode mining
     claims and the  continuing  ability of generating  capital  financing.  The
     Company  intends to finance  operations  for the next twelve months through
     the December 15, 1998 private placement  discussed in Note 3. This offering
     would generate approximately $2,500,000 in total. The Company also believes
     that the  shareholders  will  exercise  the  conversion  privileges  of the
     warrants  issued with the  Preferred A and B shares  discussed in Note 3 as
     needed.

NOTE 12: 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 13: 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
                    Notes to Unaudited Financial Statements
                                 March 31, 1999



NOTE 13: CONTINGENCIES (continued)

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




                                       14

<PAGE>



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

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

     For the three-month period ended March 31, 1999, the Company recorded a net
loss of  $3,516,875  compared  to a net loss of  $152,788  in the  corresponding
period of 1998. During the three-month period ended March 31, 1999 and March 31,
1998, the Company recorded no income.

     During the  three-month  period ended March 31, 1999, the Company  recorded
operating  expenses of $3,509,679 as compared to $309,847 of operating  expenses
recorded in the same period for 1998.  Property  exploration  expenses increased
significantly in the approximate  amount of $2,929,890 in the three-month period
in 1999  primarily  relating to work orders for  research  and  development  and
metallurgical services. Administrative expenses increased approximately $269,942
in the  three-month  period in 1999  compared  to 1998.  This  increase  was due
primarily to an increase in overhead and administrative  expenses resulting from
the increasing scale and scope of the overall corporate activity.

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

     As of the  three-month  period ended March 31, 1999,  the  Company's  total
assets were $110,984. This decrease from fiscal year ended December 31, 1998 was
due primarily to a decrease in cash and cash equivalents.  As of the three-month
period ended March 31, 1999, the Company's total  liabilities  were  $1,042,865.
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 a technology  sub-license  agreement  dated March
18,  1999  between  the  Company  and Geneva  Resources,  Inc.,  and the accrued
interest on certain advances.

     Stockholders'  Equity  (deficit)  decreased from $(180,006) for fiscal year
ended December 31, 1998 to $(931,881) for the three-month period ended March 31,
1999.

                                       15
<PAGE>


PART II. OTHER INFORMATION


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

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

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

No report required.

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

No report required.

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

No report required.

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

No report required.

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

(a)  No exhibits required.

(b)  No reports required.


SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                               INTERGOLD CORPORATION

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


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


                                       16