UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q








[X]
            QUARTERLY
      REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008OR[   ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934






Commission file
number 333-123134




INTERNATIONAL GOLD
CORP.


(Exact
name of registrant as specified in its charter)




NEVADA


(State
or other jurisdiction of incorporation or organization)




789
West Pender Street, Suite 1010


Vancouver,
British Columbia


Canada   V6C
1H2


(Address
of principal executive offices, including zip code.)




(604)
606-7979


(telephone
number, including area code)










Check whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the last 90
days. YES
[X]   NO [   ]






Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,
“accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act.








Large
      accelerated filer  [   ]Accelerated
      filer      [   ]


Non-accelerated
      filer     [   ]
            Smaller
      reporting
company   [X]










Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).YES
[X]  NO [  ]


State the number of shares outstanding of each of the
issuer’s classes of common equity, as of the latest practicable date: 5,000,000 as of
November 10, 2008.












































































PART
I – FINANCIAL INFORMATION




ITEM
      1.
            FINANCIAL
      STATEMENTS
























INTERNATIONAL
GOLD CORP.


(An
Exploration Stage Company)






THIRD
QUARTER FINANCIAL STATEMENTS






September
30, 2008


(Unaudited)


(Stated
in U.S. Dollars)


























































































































INTERNATIONAL
GOLD CORP.


(An
Exploration Stage Company)




BALANCE
SHEETS


(Unaudited)


(Stated
in U.S. Dollars)




September
      30
            December
      312008
            2007








ASSETSCurrentCash
            $
            219
            $
            5,365Taxes
      recoverable
            
            798
            
            6331,017
            
            5,998Mineral Claim
      Interest (Note 3)
            
            8,500
            
            8,500$
            9,517
            $
            14,498LIABILITIESCurrentAccounts
      payable and accrued liabilities
            $
            2,100
            $
            8,086Amounts
      due to related parties (Note 7)
            
            55,309
            
            37,94157,409
            
            46,027STOCKHOLDERS’
      DEFICIENCYCapital
      Stock (Note 5)Authorized:100,000,000
      voting common shares with a par value of $0.00001 per
shareIssued:5,000,000
      common shares issued as at September 30, 2008 and December 31,
      2007
            
            50
            
            50Additional
      Paid-In Capital
            
            3,000
            
            3,000Deficit
      Accumulated During The Exploration Stage
            
            (50,942)
            
            (34,579)(47,892)
            
            (31,529)$
            9,517
            $
            14,498








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






























































INTERNATIONAL
GOLD CORP.


(An
Exploration Stage Company)




STATEMENTS
OF OPERATIONS


(Unaudited)


(Stated
in U.S. Dollars)








CUMULATIVEPERIOD
      FROMINCEPTIONDECEMBER
      9THREE
      MONTHS
              ENDED
            
            NINE
      MONTHS
              ENDED
            2004
              TOSEPTEMBER
      30
            
            SEPTEMBER
      30
            SEPTEMBER
      302008
            2007
            2008
            2007
            2008Revenue
            $
            -
            $
            -
            $
            -
            $
            -
            $
            -ExpensesInterest
      and bank charges
            
            90
            
            -
            
            565
            
            -
            
            1,174Professional
      fees
            
            743
            
            428
            
            12,586
            
            428
            
            41,378Transfer
      and filing fees
            
            2,746
            
            -
            
            2,746
            
            -
            
            3,754Office
      and sundry
            
            61
            
            513
            
            466
            
            543
            
            4,6363,640
            
            941
            
            16,363
            
            971
            
            50,942Net
      Loss For The Period
            $
            (3,640)
            $
            (941)
            $
            (16,363)
            $
            (971)
            $
            (50,942)Basic
      And Diluted Net Loss
              Per
      Share
            $
            0.00
            $
            0.00
            $
            0.00
            $
            0.00Weighted
      Average Number
              Of
      Shares Outstanding
            
            5,000,000
            
            5,000,000
            
            5,000,000
            
            5,000,000




















































































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






















INTERNATIONAL
GOLD CORP.


(An
Exploration Stage Company)




STATEMENT
OF STOCKHOLDERS’ DEFICIENCY




PERIOD
FROM INCEPTION, DECEMBER 9, 2004, TO SEPTEMBER 30, 2008


(Unaudited)


(Stated
in U.S. Dollars)








COMMON
      STOCK
            
            DEFICITNUMBER
              OF
              COMMON
              SHARES
            PAR
              VALUE
            ADDITIONAL
              PAID-IN
              CAPITAL
            ACCUMULATED
              DURING
      THE
              EXPLORATION
      STAGE
            TOTALBeginning
      balanceDecember
      9, 2004
            -
            $
            -
            $
            -
            $
            -
            $
            -Shares issued for cash on December 10, 2004 at
      $0.00001
            5,000,000
            
            50
            
            -
            
            -
            
            50Net
      loss for the period
            -
            
            -
            
            -
            
            (10,013)
            
            (10,013)Balance,
      December 31, 2004
            5,000,000
            
            50
            
            -
            
            (10,013)
            
            (9,963)Non-cash
      service from directors
            -
            
            -
            
            3,000
            
            -
            
            3,000Net
      loss for the year
            -
            
            -
            
            -
            
            (7,604)
            
            (7,604)Balance,
      December 31, 2005
            5,000,000
            
            50
            
            3,000
            
            (17,617)
            
            (14,567)Net
      loss for the year
            -
            
            -
            
            -
            
            (6,027)
            
            (6,027)Balance,
      December 31, 2006
            5,000,000
            
            50
            
            3,000
            
            (23,644)
            
            (20,594)Net
      loss for the year
            -
            
            -
            
            -
            
            (10,935)
            
            (10,935)Balance,
      December 31, 2007
            5,000,000
            
            50
            
            3,000
            
            (34,579)
            
            (31,529)Net
      loss for the period
            -
            
            -
            
            -
            
            (16,363)
            
            (16,363)Balance,
      September 30, 2008
            5,000,000
            $
            50
            $
            3,000
            $
            (50,942)
            $
            (47,892)














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




























































INTERNATIONAL
GOLD CORP.


(An
Exploration Stage Company)




STATEMENTS
OF CASH FLOWS


(Unaudited)


(Stated
in U.S. Dollars)








CUMULATIVEPERIOD
      FROMINCEPTIONDECEMBER
      9THREE  MONTHS
              ENDED
            
            NINE
      MONTHS
              ENDED
            2004
              TOSEPTEMBER
      30
            
            SEPTEMBER
      30
            SEPTEMBER
      302008
            2007
            2008
            2007
            2008Cash
      Provided By (Used In)Operating
      ActivitiesNet
      loss for the period
            $
            (3,640)
            $
            (941)
            $
            (16,363)
            $
            (971)
            $
            (50,942)Adjustment
      to reconcile net loss to net cash used by operating
      activities:Non-cash
      services from director
            
            -
            
            -
            
            -
            
            -
            
            3,000Net
      changes in non-cash operating
              working
      capital items:Taxes
      recoverable
            
            (98)
            
            -
            
            (165)
            
            -
            
            (798)Accounts
      payable and accrued liabilities
            
            (9117)
            
            (18,513)-
            
            (5,986)
            
            (18,833)
            
            2,100(12,855)
            
            (19,454)
            
            (22,514)
            
            (19,804)
            
            (46,640)Financing
      ActivitiesIssue
      of common stock
            
            -
            
            -
            
            -
            
            -
            
            50Amounts
      due to related parties
            
            12,000
            
            19,454
            
            17,368
            
            19,804
            
            55,30919,454
            
            
            
            19,804
            
            55,359Investing
      ActivityAcquisition
      of mineral claim parties
            
            -
            
            -
            
            -
            
            -
            
            (8,500)Net
      Increase (Decrease) in Cash
            
            (855)
            
            -
            
            (5146)
            
            -
            
            219Cash,
      Beginning of Period
            
            1,074
            
            -
            
            5,365
            
            -
            
            -Cash,
      End of Period
            $
            219
            $
            -
            $
            219
            $
            -
            $
            219Supplemental
      Disclosure Of Cash Flow InformationCash
      paid during the period for:Interest
            $
            -
            $
            -
            $
            -
            $
            -
            $
            -Income
      taxes
            $
            -
            $
            -
            $
            -
            $
            -
            $
            -








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


















































INTERNATIONAL
GOLD CORP.


(An
Exploration Stage Company)




CONDENSED
NOTES TO FINANCIAL STATEMENTS




SEPTEMBER
30, 2008


(Unaudited)


(Stated
in U.S. Dollars)




1.   BASIS OF PRESENTATION AND NATURE OF
OPERATIONS




The
unaudited financial information furnished herein reflects all adjustments which,
in the opinion of management, are necessary to fairly state the Company’s
financial position and the results of its operations for the periods
presented.  These third quarter financial statements should be read in
conjunction with the Company’s financial statements and notes thereto included
in the Company’s Form SB-2.  The Company assumes that the users of the
interim financial information herein have read, or have access to, the audited
financial statements for the preceding fiscal year, and that the adequacy of
additional disclosure needed for a fair presentation may be determined in that
context.  Accordingly, footnote disclosure, which would substantially
duplicate the disclosure contained in the Company’s financial statements for the
fiscal year ended December 31, 2007, has been omitted.  The results of
operations for the nine month period ended September 30, 2008 are not
necessarily indicative of results for the entire year ending December 31,
2008.




Organization




The
Company was incorporated in the State of Nevada, U.S.A., on December 9,
2004.  The Company’s principal executive offices are located in
Vancouver, British Columbia, Canada.




Exploration
Stage Activities




The
Company has been in the exploration stage since its formation and has not yet
realized any revenues from its planned operations.  The Company was
formed for the purpose of acquiring exploration and development stage natural
resource properties.  The Company has not commenced business
operations.  The Company is considered an exploration stage company in
accordance with the Statement of Financial Accounting Standards No.
7.




Going
Concern




The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.




As shown
in the accompanying financial statements, the Company has incurred a loss of
$50,942 for the period from December 9, 2004 (inception) to September 30, 2008,
and has no sales.  The future of the Company is dependent upon its
ability to obtain financing and upon future profitable operations from the
development of its mineral claims.  Although there is no assurance
that management’s plans will be realized, management has plans to seek
additional capital through a private placement and public offering of its common
stock.  The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the
event the Company cannot continue in existence.
























































































INTERNATIONAL
GOLD CORP.


(An
Exploration Stage Company)




CONDENSED
NOTES TO FINANCIAL STATEMENTS




SEPTEMBER
30, 2008


(Unaudited)


(Stated
in U.S. Dollars)








2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES




The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United
States.  Because a precise determination of many assets and
liabilities is dependent upon future events, the preparation of financial
statements for a period necessarily involves the use of estimates which have
been made using careful judgement.  All dollar amounts are in U.S.
dollars unless otherwise noted.




The
financial statements have, in management’s opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:




a)                 Organization
and Start-up Costs




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




b)
            Exploration
      Stage Company




The
Company’s financial statements are prepared using the accrual method of
accounting and according to the provisions of Statement of Financial Accounting
Standards No. 7 (“SFAS 7”), “Accounting and Reporting for Development Stage
Enterprises,” and Securities and Exchange Commission (“SEC”) Act Guide 7, as it
devotes substantially all of its efforts to acquiring and exploring mineral
properties.  Until such properties are acquired and developed, the
Company will continue to prepare its financial statements and related
disclosures in accordance with entities in the exploration stage.




c)
            Mineral
      Property Acquisition Payments




Mineral
property acquisition costs are initially capitalized as tangible assets when
purchased.  At the end of each fiscal quarter end, the Company
assesses the carrying costs for impairment.  If proven and probable
reserves are established for a property and it has been determined that a
mineral property can be economically developed, costs will be amortized using
the units-of-production method over the estimated life of the probable
reserve.










































































































INTERNATIONAL
GOLD CORP.


(An
Exploration Stage Company)




CONDENSED
NOTES TO FINANCIAL STATEMENTS




SEPTEMBER
30, 2008


(Unaudited)


(Stated
in U.S. Dollars)






2.
            SUMMARY OF
      SIGNIFICANT ACCOUNTING POLICIES
      (Continued)




d)
            Mineral
      Property Exploration Costs




Mineral
property exploration costs are expensed as incurred.




Estimated
future removal and site restoration costs, when determinable are provided over
the life of proven reserves on a units-of-production basis.  Costs,
which include production equipment removal and environmental remediation, are
estimated each period by management based on current regulations, actual
expenses incurred, and technology and industry standards.  Any charge
is included in exploration expense or the provision for depletion and
depreciation during the period and the actual restoration expenditures are
charged to the accumulated provision amounts as incurred.




As of the
date of these financial statements, the Company has not established any proven
or probable reserves on its mineral properties and incurred only acquisition
costs.




Management
periodically reviews the carrying value of its investments in mineral leases and
claims with internal and external mining related professionals.  A
decision to abandon, reduce or expand a specific project is based upon many
factors including general and specific assessments of mineral deposits,
anticipated future mineral prices, anticipated future costs of exploring,
developing and operating a production mine, the expiration term and ongoing
expenses of maintaining mineral properties and the general likelihood that the
Company will continue exploration on such project.  The Company does
not set a pre-determined holding period for properties with unproven deposits,
however, properties which have not demonstrated suitable metal concentrations at
the conclusion of each phase of an exploration program are re-evaluated to
determine if future exploration is warranted, whether there has been any
impairment in value and that their carrying values are appropriate.




The
Company’s exploration activities and proposed mine development are subject to
various laws and regulations governing the protection of the
environment.  These laws are continually changing, generally becoming
more restrictive.  The Company has made, and expects to make in the
future, expenditures to comply with such laws and regulations.




The
accumulated costs of properties that are developed on the stage of commercial
production will be amortized to operations through unit-of-production
depletion.






















































































INTERNATIONAL
GOLD CORP.


(An
Exploration Stage Company)




CONDENSED
NOTES TO FINANCIAL STATEMENTS




SEPTEMBER
30, 2008


(Unaudited)


(Stated
in U.S. Dollars)




2.
            SUMMARY OF
      SIGNIFICANT ACCOUNTING POLICIES
      (Continued)




e)
            Cash




Cash
consists of cash on deposit with high quality major financial institutions, and
to date, the Company has not experienced losses on any of its
balances.  The carrying amounts approximated fair market value due to
the liquidity of these deposits.  For purposes of the balance sheet
and statement of cash flows, the Company considers all highly liquid debt
instruments purchased with maturity of six months or less to be cash
equivalents.




f)
            Foreign
      Currency Translation




The
Company’s functional currency is the U.S. dollar.  Transactions in
foreign currency are translated into U.S. dollars as follows:




i)
            monetary
      items at the exchange rate prevailing at the balance sheet
      date;


ii)
            non-monetary
      items at the historical exchange
rate;


iii)
            revenue
      and expense at the average rate in effect during the applicable accounting
      period.




Translation
      adjustments resulting from this process are recorded in Stockholders’
      Equity as a component of Accumulated Other Comprehensive Income
      (Loss).




Gains and
losses arising on translation or settlement of foreign currency denominated
transactions or balances are recorded in the Statement of
Operations.




g)
            Financial
      Instruments




The
carrying values of the Company’s financial instruments, including cash, accounts
payable and accrued liabilities and amounts due to related parties approximate
their fair value because of the short maturity of these
instruments.  The Company’s operations are in Canada and virtually all
of its assets and liabilities are giving rise to significant exposure to market
risks from changes in foreign currency rates.  The Company’s financial
risk is the risk that arises from fluctuations in foreign exchange rates and the
degree of volatility of these rates.  Currently, the Company does not
use derivative instruments to reduce its exposure to foreign currency
risk.




The
Company has adopted SFAS No. 150, “Accounting For Certain Financial Instruments
and Characteristics of both Liabilities and Equity”.  This statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and
equity.  SFAS No. 150 requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances).  The financial instruments affected includes certain
obligations that can be settled with shares of stock












































































INTERNATIONAL
GOLD CORP.


(An
Exploration Stage Company)




CONDENSED
NOTES TO FINANCIAL STATEMENTS




SEPTEMBER
30, 2008


(Unaudited)


(Stated
in U.S. Dollars)




2.
            SUMMARY OF
      SIGNIFICANT ACCOUNTING POLICIES
      (Continued)




h)
            Segmented
      Information




The
Company follows FAS No. 131 disclosures about segments of an enterprise and
related information about operating segments in financial statements, as well as
additional disclosures about products and services, geographic areas and major
customers.




The
Company conducts substantially all of its operations in Canada in one business
segment.




i)
            Use
      of Estimates and Assumptions




The
preparation of financial statements, in conformity with United States generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying disclosures.  By their nature, these estimates are
subject to measurement uncertainty and the effect on the financial statements of
changes in such estimates in future periods could be
significant.  Significant areas requiring management’s estimates and
assumptions are determining the fair value of transactions involving common
stock, valuation and impairment losses on mineral property
acquisitions.  Other areas requiring estimates include allocations of
expenditures to resource property interests.   Actual results may
differ from the estimates.




j)
            Basic
      and Diluted Net Loss Per Share




The
Company reports basic loss per share in accordance with SFAS No. 128 – “Earnings
Per Share”.  Basic loss per share is computed by dividing net loss
available to common stockholders by the weighted average number of common stock
outstanding during the period.  Diluted loss per share is computed
similar to basic loss per common share except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive. As the Company generated net losses in the period
presented, the basic and diluted loss per share is the same, as any exercise of
options or warrants would be anti-dilutive.




k)
            Revenue
      Recognition




Revenue
is recognized upon delivery when title and risk of ownership of metals or metals
bearing concentrate passes to the buyer and when collection is reasonably
assured.  The passing of title to the customer is based on the terms
of the sales contract.  Product pricing is determined at the point
revenue is recognized by reference to active and freely traded commodity
markets






















































































INTERNATIONAL
GOLD CORP.


(An
Exploration Stage Company)




CONDENSED
NOTES TO FINANCIAL STATEMENTS




SEPTEMBER
30, 2008


(Unaudited)


(Stated
in U.S. Dollars)








2.   SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)




l)
            Comprehensive
      Loss




SFAS No.
130 – “Reporting Comprehensive Income” establishes standards for the reporting
and display of comprehensive loss and its components in the financial
statements.  As at June 30, 2008, the Company has no items that
represent a comprehensive loss and, therefore, has not included a schedule of
comprehensive loss in the financial statements.




m)
            Stock-Based
      Compensation




On
November 1, 2005, the Company adopted SFAS No. 123 (revised 2004) – Share-Based
Payment (“SFAS No. 123(R)”), which addresses the accounting for stock-based
payment transactions in which an enterprise receives employee services in
exchange for (a) equity instruments for the enterprise, or (b) liabilities that
are based on the fair value of the enterprise’s equity instruments or that may
be settled by the issuance of such equity instruments.




In
January 2005, the SEC issued Staff Accounting Bulletin (SAB) No. 107, which
provides supplemental implementation guidance for SFAS No.
123(R).  SFAS No. 123 (R) eliminates the ability to account for
stock-based compensation transactions using the intrinsic value method under
Accounting Principles Board (APB) Opinion No. 25 – Accounting for Stock Issued
to Employees, and instead requires that such transactions be accounted for using
a fair-value-based method.




The
Company uses the Black-Scholes option-pricing model to determine the fair-value
of stock-based awards under SFAS No. 123(R), consistent with that used for
pro-forma disclosures under SFAS No. 123 – Accounting for Stock-Based
Compensation.




To
September 30, 2008, the Company has not granted any stock options.








































































































INTERNATIONAL
GOLD CORP.


(An
Exploration Stage Company)




CONDENSED
NOTES TO FINANCIAL STATEMENTS




SEPTEMBER
30, 2008


(Unaudited)


(Stated
in U.S. Dollars)








3.
            MINERAL
      CLAIM INTEREST




The
Company has the right to conduct exploration activity on one mineral claim (“the
Claim”), the legal title to which is held by Woodburn Holdings Ltd.
(“Woodburn”), a British Columbia corporation owned and controlled by Robert
Baker, who is the sole director and officer of the Company.




The Claim
number is 516362 and it is located on the south end of Polley Lake approximately
90 kilometers northeast of the city of Williams Lake in the Cariboo Mining
Division, British Columbia, Canada.  The claim is approximately 500
meters long and 500 meters wide.




To
maintain the Claim, Woodburn must pay a fee of approximately $866 each year
until 2009, and $1,652 each year thereafter.  The claim is currently
in good standing until December 25, 2008.






5.
            CAPITAL
      STOCK




On
December 10, 2004, pursuant to a private placement, the Company sold 5,000,000
shares of its common stock at $0.00001 per share for cash.




As at
September 30, 2008, the Company has no stock option plan, warrants or other
dilutive securities.






7.
            AMOUNTS
      DUE TO RELATED PARTIES




Amounts
due to various shareholders are unsecured, interest free with no specific terms
of repayment.






8.
            CONTRACTUAL
      OBLIGATIONS AND COMMITMENTS




The
Company has no significant contractual obligations or commitments with any
parties respecting executive compensation, consulting arrangements, rental
premises or other matters, except as disclosed elsewhere in these
notes.  The officer and directors provide management services to the
Company without any compensation.




























































































ITEM
2.                      MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS












This
section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.






We are a
start-up, exploration stage corporation and have not yet generated or realized
any revenues from our business operations.






Our
auditors have issued a going concern opinion.  This means that there
is substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated until
we begin removing and selling minerals.  Accordingly, we must raise
cash from sources other than the sale of minerals found on the
property.  Our only other source for cash at this time is investments
by others in our public offering.  We must raise cash to implement our
project and stay in business.  The minimum amount of the offering will
allow us to operate for at least one year.  To continue beyond one
year, we will need additional capital. Our success or failure will be
determined, at least in part, by what we find under the ground.  The
more money we raise, the more core samples we can take.  The more core
samples we take, the more thorough our exploration will be.  Since we
do not know what we will find under the ground, we cannot tell you if we will be
successful even if we raise the maximum amount of our public
offering.  We will not begin exploration of the property until we
raise money from our public offering.  We believe we will need to
raise the minimum amount in our public offering of $100,000 in order to remove
uncertainties surrounding our ability to continue as a going
concern.






To meet
our need for cash, we are attempting to raise money from our public offering. We
believe we will be able to stay in business for one year if we raise at least
$100,000. The funds raised in this offering will be applied to the items set
forth in the Use of Proceeds section of our prospectus.  If we find
mineralized material and it is economically feasible to remove the mineralized
material, we will attempt to raise additional money through a subsequent private
placement, public offering or through loans. If we do not raise all of the money
we need from our public offering to complete our exploration of the property, we
will similarly have to find alternative sources, like a second public offering,
a private placement of securities, or loans from our sole officer or
others.






Mr. Baker
will continue to advance funds for our operations until we complete or terminate
our public offering.  Mr. Baker has experience with filing reports
required by federal securities law.  Mr. Baker will advance funds to
pay the costs of filing reports with the SEC in the event the Company does not
have the funds to do so.  Mr. Baker’s commitment to paying such costs
is oral and not in writing.   At the present time, we have not
made any arrangements to raise additional cash, other than through our public
offering.  If we need additional cash and can’t raise it, we will
either have to suspend operations until we do raise the cash, or cease
operations entirely.  If we raise the minimum amount of money from our
public offering, it will last a year.  Other than as described in this
paragraph, we have no other financing plans.













































We will
be conducting research in the form of exploration of the
property.  Our exploration program is explained in as much detail as
possible in the business section of our prospectus.  We are not going
to buy or sell any plant or significant equipment during the next twelve
months.  We will not buy any equipment until have located a body of
ore and we have determined it is economical to extract the ore from the
land.






We do not
intend to interest other companies in the property if we find mineralized
materials.  We intend to try to develop the reserves
ourselves.  Whether we find mineralized material or not, we have no
plans to change our business activities or to combine with another business, and
are not aware of any events or circumstances that might cause us to change our
plans.






If we are
unable to complete any phase of exploration because we don’t have enough money,
we will cease operations until we raise more money.  If we can’t or
don’t raise more money, we will cease operations.  If we cease
operations, we don’t know what we will do and we don’t have any plans to do
anything.






We do not
intend to hire additional employees at this time.  All of the work on
the property will be conducted by unaffiliated independent contractors that we
will hire.  The independent contractors will be responsible for
surveying, geology, engineering, exploration, and excavation.  The
geologists will evaluate the information derived from the exploration and
excavation and the engineers will advise us on the economic feasibility of
removing the mineralized material.






The
following are our milestones:






1.           0-30
days after completion of the offering, retain our consultant to manage the
exploration ofthe property. - Cost $15,000.  Time of retention 0-90
days.  Our management will select theconsultant.  We will
not do business with any affiliated consultant. We will rely on the consultant
to conduct all phases of the exploration process, subject to review by our
management.






2.           30-120
days after completion of the offering. -  Core
drilling.  Core drilling will cost $20.00 perfoot.  The
number of holes to be drilled will be dependent upon the amount raised from
theoffering.  Core drilling we be subcontracted to non-affiliated
third parties.  Time to conduct the core drilling - 90
days.






3.           120-150
days after completion of the offering.  Have independent a third party
analyze thesamples from the core drilling.  Determine if mineralized
material is below the ground.  Ifmineralized material is found, define
the body.  We estimate that it will cost $10,000 to analyze the core
samples and will take 30 days.






4.           150-365
days after completion of the offering.  Analyze the results of our
exploration program anddetermine to discontinue operations; conduct further
exploration; or, in the event mineralizedmaterial is discovered, move ahead with
a program of developing the property.  We do not know the cost of
further exploration will be until we complete our initial exploration
program.  We do not know what it will cost to develop the property
until we find mineralized material.  The source of funding further
exploration or development of the property will be from the sale of additional
shares of common stock in either a private placement or second public
offering.  There is no assurance that we will be able to raise
additional funds through a private placement or second public
offering.





















































Limited
Operating History; Need for Additional Capital




There is
no historical financial information about us upon which to base an evaluation of
our performance.  We are an exploration stage corporation and have not
generated any revenues from operations.  We cannot guarantee we will
be successful in our business operations.  Our business is subject to
risks inherent in the establishment of a new business enterprise, including
limited capital resources, possible delays in the exploration of our properties,
and possible cost overruns due to price and cost increases in
services.




To become
profitable and competitive, we conduct into the research and exploration of our
properties before we start production of any minerals we may find. We are
seeking equity financing to provide for the capital required to implement our
research and exploration phases.




We have
no assurance that future financing will be available to us on acceptable
terms.  If financing is not available on satisfactory terms, we may be
unable to continue, develop or expand our operations.  Equity
financing could result in additional dilution to existing
shareholders.






Results
of Operations




From
Inception on December 9, 2004 to September 30, 2008




We have
the right to explore one property.  Woodburn Holdings, Ltd. paid the
cost of staking in the amount of $8,500.  We will begin our
exploration plan upon completion of our public offering.




Since
inception, we have used loans from shareholders to stake the property, to
incorporate the company, and for legal and accounting expenses.  Net
cash advances provided by shareholders since inception, on December 9, 2004, to
September 30, 2008 was $55,309. The loans are not evidenced by any written
instruments.  The loans are without interest, unsecured and with no
specific terms of repayment.






Liquidity
and Capital Resources




As of the
date of this report, we have yet to generate any revenues from our business
operations.




In
December 2004, we issued 5,000,000 shares of common stock pursuant to the
exemption from registration continued in Section 4(2) of the Securities Act of
1933.  This was accounted for as a purchase of shares of common
stock.




As of
September 30, 2008, our total assets were $9,517 and our total liabilities were
$57,409.








ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.




We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.












































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ITEM
      4.
            CONTROLS
      AND PROCEDURES.






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




Changes in Internal
Control:  We have also evaluated our internal control for
financial reporting, and there have been no significant changes in our internal
controls or in other factors that could significantly affect those controls
subsequent to the date of their last
evaluation.






PART
II - OTHER INFORMATION




ITEM
      1A.
            RISK
      FACTORS




We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.




ITEM
      2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.




On July 18, 2008, the Securities and Exchange Commission
declared our Form S-1 Registration Statement effective (File number 333-123134)
permitting us to offer up to 2,000,000 shares of common stock at $0.10 per
share, which to date no shares have been
issued.




ITEM
6.                      EXHIBITS.




The following documents are included
herein:




Exhibit
      No.
            Document
      Description31.1
            Certification
      of Principal Executive and Principal Financial Officer pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief
      Executive and Chief Financial
Officer.










































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SIGNATURES




In accordance with the requirements of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on this 14th day of November,
2008.








INTERNATIONAL GOLD
CORP.




BY:“Robert
      Baker”


Robert
      M. Baker


President,
      Principal Executive Officer, Treasurer, Principal Financial Officer,
      Principal Accounting Officer, and sole member of the Board of
      Directors









































































































































EXHIBIT
INDEX






Exhibit
      No.
            Document
      Description31.1
            Certification
      of Principal Executive and Principal Financial Officer pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief
      Executive and Chief Financial
Officer.





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