U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                  Amendment #1

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

        For the fiscal year ended December 31, 2002

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

         For the transition period from _____ to _______

                         Commission file number 0-25455

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

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

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

                                 (360) 332-1354
                            -------------------------
                           (Issuer's telephone number)

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


     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                             Yes    X      No
                                 -------      -------

     Check here if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this Form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

     State the issuer's revenues for its more recent fiscal year (ending
December 31, 2002): $ -0-.

     State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked prices of such common equity, as
of January 31, 2003: $874,418.00.

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the most practicable date:

Class                                    Outstanding as of March 15, 2003

Common Stock, $.00025 par value          77,140,600

<PAGE>


                                     INDEX

ITEM 1.  DESCRIPTION OF BUSINESS                                              2

ITEM 2.  DESCRIPTION OF PROPERTY                                              3

ITEM 3.  LEGAL PROCEEDINGS                                                    3

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  7

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS             7

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION            8

ITEM 7.  FINANCIAL STATEMENTS                                                13

         CONSOLIDATED BALANCE SHEET                                          15

         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS        16

         CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY                  17

         CONSOLIDATED STATEMENTS OF CASH FLOWS                               23

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                          24

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE                               31

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
           CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
           OF THE EXCHANGE ACT                                               32

ITEM 10. EXECUTIVE COMPENSATION                                              33

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                    35

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      36

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                    37

SIGNATURES                                                                   37


<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

History of Business Development

     Intergold Corporation, which currently trades on the OTC Bulletin Board
under the symbol "IGCO" (referred to in this Form 10-KSB as the "Company"), was
previously engaged in the business of exploration of gold and precious metals in
the United States. In 1996, the Company was incorporated under the laws of the
State of Nevada under the name All Wrapped Up, Inc. During 1997, control and
management of the Company changed, its primary business focus was redirected to
the exploration of gold and precious metals, and its name was changed to
Intergold Corporation.

     The Company's prior operational business activities had been carried out
through International Gold Corporation ("INGC"), a private wholly-owned
subsidiary of the Company. INGC's primary assets previously consisted of title
to a block of 321 contiguous unpatented lode mining claims located in Lincoln
County, south-central Idaho (the "Blackhawk Property"). As of the date of this
Annual Report, the Company has ceased to hold title to all previously held
unpatented lode mining claims that comprised the Blackhawk Property. The 28
unpatented lode mining claims previously retained by the Company were for
purposes relating only to the litigation initiated by INGC, on behalf of the
Company, against AuRIC Metallurgical Laboratories, LLC ("AuRIC") and Dames &
Moore. Such claims have not been held by the Company since August 31, 2001.

     As of the date of this Annual Report, the Company has suspended further
exploration of the Blackhawk Property due to the existence of multiple breaches
of contract by AuRIC and Dames & Moore under the respective Agreement for
Services and the License Agreement and the settlement of the lawsuit against
AuRIC and Dames & Moore. Moreover, the Company deemed the probability of
commercial grade gold or silver located in the Blackhawk Property claims to be
nil. See "Part I. Item 3. Legal Proceedings."

Business of the Company

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

     As of the date of this Annual Report, there has been no income realized
from the business operations of the Company. The Company's primary source of
financing during the prior fiscal years has been from proceeds received by the
Company from 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
and cash advances provided to the Company as debt. See "Part II. Item 6.
Management's Discussion and Analysis or Plan of Operation."

                                       2

<PAGE>

ITEM 2. PROPERTIES

     The Company does not own any real estate or other properties. The Company
leases office space and its offices are located at 435 Martin Street, Suite
2000, Blaine, Washington 98230.

ITEM 3. LEGAL PROCEEDINGS

General

     Pursuant to certain settlement agreements, the Company and INGC no longer
have any active or ongoing litigation, and settlement history is provided below.

     On September 27, 1999, Geneva Resources, Inc. ("Geneva") and INGC, on
behalf of the Company, initiated legal proceedings against AuRIC and Dames &
Moore by filing its complaint in the District Court of the Third Judicial
District for Salt Lake City, State of Utah, 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 and Geneva; (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. INGC, on behalf of the
Company, also named Dames & Moore in the legal proceeding in a declaratory
relief cause of action (collectively, the "Lawsuit").

     On October 8, 1999, Geneva and INGC, on behalf of the Company, amended its
complaint by naming as defendants AuRIC, Dames & Moore, Ahmet Altinay, General
Manager of AuRIC, and Richard Daniele, Chief Metallurgist for Dames & Moore and
specifying damages in excess of $10,000,000. The damages sought by Geneva and
INGC, on behalf of the Company, are based on the general claims and causes of
action set forth in the amended complaint relating to reliance on the assays and
representations made by AuRIC, the actions and engineering reports produced by
Dames & Moore and, specifically, the negligent misrepresentations and
inaccuracies contained within some or all of those Dames & Moore reports and
breaches of contract by AuRIC and Dames & Moore.

     On or about November 17, 1999, AuRIC, Dames & Moore, Richard Daniele and
Ahmet Altinay filed separate answers to the amended complaint, along with
counterclaims and a third party complaint against Geneva, INCG, the Company and
others for breach of contract against Geneva, INCG and others, defamation
against the Company, INCG, Geneva and others, injunctions against the Company,
INCG, Geneva and others, amongst other claims. In their defamation claim against
the Company, the plaintiffs sought damages and punitive damages in an amount to
be determined at trial, as well as attorney's fees and costs. In connection with
the cause of action for preliminary and permanent injunctions against the
Company, AuRIC and Ahmet Altinay sought attorney's fees and costs.

                                       3
<PAGE>

     On approximately June 14, 2000, Dames & Moore filed an action against the
Company, INGC and others in the District Court of the Fifth Judicial District of
the State of Idaho, in and for the County of Lincoln (the "Idaho Lawsuit"). In
the Idaho Lawsuit, Dames & Moore sought foreclosure of a lien against the
Company and/or INGC which purportedly arose in favor of Dames & Moore. At the
time, INGC had dropped the bulk of its mining claims, except for a small group
related to this litigation as the Company and INGC believed that the mining
claims contained no commercial quantities of gold or silver. Dames & Moore
sought to have the mining claims sold to compensate Dames & Moore for its
services, materials and equipment. Dames & Moore also sought its fees and costs
incurred in enforcing its claimed lien. The Company and INGC filed an answer on
or about August 8, 2000.

     On June 21, 2000, Geneva and INGC, on behalf of the Company, filed a second
amended complaint in the District Court of the Third Judicial District for Salt
Lake City, State of Utah. The second amended complaint increased detail
regarding the alleged breaches of contract and increased causes of action
against other parties involved by adding two new defendants, MBM Consulting,
Inc. and Dr. Michael B. Merhtens, who provided consulting services to the
Company. The amendment also added certain claims of other entities involved
through Geneva against the defendants. The proprietary technology formed the
basis of claims made by Geneva and INGC, on behalf of the Company, in the
complaints as filed with the District Court. Geneva and INGC, on behalf of the
Company, alleged that the proprietary technology does not exist and that Geneva
and INGC were fraudulently, recklessly and/or negligently deceived by AuRIC,
Dames & Moore, and other parties to the lawsuit.

     Geneva and INGC subsequently obtained an order from the District Court to
grant its Motion to Compel. The Order required that AuRIC and Dames & Moore
produce the proprietary technology for Geneva's and INGC's restricted use by its
legal counsel and industry experts. Geneva and INGC, on behalf of the Company,
obtained an expert opinion as to the absence of validity and or ineffectiveness
of the proprietary technology through industry respected specialists.

     On November 10, 2000, Geneva and INGC filed motions for partial summary
judgment against Dames & Moore and AuRIC. Subsequently, on March 19, 2001, the
motions for partial summary judgment were denied. The court, however, provided a
ninety-day period during which both parties were required to prepare for trial,
and after such period the court would set a date for trial. At a scheduling
conference held on July 31, 2001, the court set trial for a period of fifteen
days commencing October 16, 2001. The court date was subsequently changed to
October 26, 2001 pursuant to mutual consent of the parties in an attempt to
mediate the dispute. Such mediation was unsuccessful.

Agreements Relating to Litigation

     The Company and Geneva entered into an assignment agreement dated May 9,
2000 (the "Assignment Agreement") that transferred and conveyed to Geneva the
potential claims and causes of action that the Company may have had under the
Sub-License Agreement with Geneva.

     On June 22, 2001, the Company, INGC, Geneva, Brent Pierce, MBM Consultants,
Inc. and Michael B. Mehrtens entered into a settlement agreement (the "Mehrtens
Settlement Agreement"). Pursuant to the terms of the Mehrtens Settlement
Agreement, the parties agreed to treat the contents of the Settlement Agreement
as strictly confidential and to not disclose such terms and provisions to
anyone.

                                       4
<PAGE>

     As the Company had not generated revenues and had no liquid assets to
commit to fund the significant estimated future expenses associated with ongoing
litigation, on June 28, 2001, Geneva, the Company, INGC, Tristar Financial
Services, Inc. ("Tristar") and Alexander Cox ("Cox") entered into a funds
sharing agreement (the "Funds Sharing Agreement"). Pursuant to the terms of the
Funds Sharing Agreement, (i) Tristar would fund the direct costs of the
litigation on a best efforts basis relating to the Lawsuit for the period from
April 1, 2001 to the date that the Lawsuit was settled; (ii) as consideration
therefore, Tristar would receive thirty percent (30%) of the gross proceeds
received by Geneva, the Company and INGC from any and all settlements relating
to the Lawsuit, plus the repayment of all payments and advances made by Tristar
(the "Tristar Payment"); and (iii) the Tristar Payment would be shared with Cox
in proportion of (a) the funds advanced and paid by Cox to Tristar for the
purpose of funding the costs of the litigation, (b) divided by the total amount
of funds advanced by and paid by Tristar, (c) times the amount of the Tristar
Payment. Cox is a shareholder of the Company and as of the date of this Annual
Report, holds an approximate 18.73% equity interest.

     On September 21, 2001, Geneva, the Company, INGC and other parties entered
into a settlement agreement with AuRIC and Ahmet Altinay (the "AuRIC Settlement
Agreement"). Pursuant to the terms of the AuRIC Settlement Agreement, the
parties agreed that: (i) significant additional expense and time would be
incurred to proceed with and resolve the Lawsuit and therefore desired to settle
the Lawsuit; (ii) AuRIC would pay $10,000.00; (iii) AuRIC would return three
promissory notes in the principal amounts of $250,000 marked cancelled payable
to AuRIC by the Company, Goldstate Corporation and Vega-Atlantic Corporation,
respectively; (iii) AuRIC would return all stock certificates received from the
Company, Goldstate Corporation and Vega-Atlantic Corporation, respectively; (iv)
the parties would execute and jointly file a motion to dismiss the parties'
respective claims and counterclaims in the Lawsuit; (v) the parties would
release one another from any and all claims and liabilities, whether known or
unknown, arising from or based upon the Lawsuit; and (vi) the Agreement for
Services, the License Agreement and the related Sub-License Agreement would be
deemed null, void and without further force or effect.

     On September 25, 2001, Geneva, the Company, INGC, and other parties entered
into a settlement agreement and release with Dames & Moore, et. al. (the "Dames
& Moore Settlement Agreement"). Pursuant to the terms of the Dames & Moore
Settlement Agreement, the parties agreed that: (i) solely to save the burden,
cost and expense of continued litigation, the Lawsuit and the Idaho Lawsuit
would be settled without any admission of liability by any party; (ii) the
parties would execute and jointly file a motion to dismiss the parties'
respective claims and counterclaims in the Lawsuit and the Idaho Lawsuit with
prejudice; (iii) the parties would release one another from any and all claims
and liabilities, whether known or unknown, arising from or based upon the
Lawsuit and the Idaho Lawsuit, including those arising from or related to the
Blackhawk projects, mining claims and property; (iv) each party would bear its
own respective attorneys' fees and costs incurred in connection with the
Lawsuit, the Idaho Lawsuit and the Dames & Moore Settlement Agreement; and (v)
Dames & Moore would pay $798,000.

                                       5
<PAGE>

Results of Settlement

     Pursuant to the Assignment Agreement, the Company transferred and conveyed
to Geneva the potential claims and causes of action that the Company may have
had under the Sub-License Agreement with Geneva. The amount of damages to be
recovered by Geneva and INGC pursuant to the Dames & Moore Settlement Agreement
and the AuRIC Settlement Agreement were primarily used for payment of attorneys
fees, expert witness fees, and associated costs of litigation. The Company,
therefore, was not in a position to retain any portion of the cash settlement
damages.

     The Company and INGC had paid an aggregate of $938,805 in cash to AuRIC and
Dames & Moore for services before the litigation commenced. The Company and INGC
also owed a further $219,469 to Dames & Moore for disputed but unpaid services.
Prior to the litigation, (i) AuRIC received 2,500,000 shares of Common Stock
from the Company and a promissory note in the principal amount of $250,000, and
(ii) Geneva received 1,500,000 shares of Common Stock from the Company and a
promissory note in the principal amount of $250,000.

     As a result of the settlements, the Company received: (i) the share
certificate issued to AuRIC representing 2,500,000 (pre-consolidation) shares of
Common Stock, which has been cancelled and the shares returned to treasury; (ii)
the share certificate issued to Geneva representing 1,500,000
(pre-consolidation) shares of Common Stock, which has been cancelled and the
shares returned to treasury; (iii) the promissory note in the principal amount
of $250,000 payable by INGC to Geneva, which has been cancelled; and (iv) the
promissory note in the principal amount of $250,000 payable by INGC to AuRIC,
which has been cancelled. As a result of the settlements, the Company's
financial statements for fiscal year ended December 31, 2001 reflect a
write-down of all outstanding accounts payable owed to Dames & Moore and certain
other parties.

     Geneva, the Company, INGC and other parties received an aggregate of
$808,000 in settlement proceeds. An aggregate of approximately $2,000,000 was
incurred as legal fees and associated costs relating to the litigation. Of the
$808,000 in settlement proceeds, $345,000 was paid for outstanding amounts due
and owing to legal counsel relating to the litigation, $10,000 was paid to
Goldstate Corporation, and the remaining $453,000 was paid to Tristar to provide
a partial recovery in excess of $900,000 paid by Tristar pursuant to the
provisions of the Funds Sharing Agreement.

     At the time the respective settlement agreements were entered into,
management of the Company estimated that future additional costs to continue to
proceed with litigation through the trial stage could have been approximately
$1,000,000, with no guarantee of success. Management further believed that if
the litigation proceeded to trial, any positive future monetary award in favor
of the Company and INGC could have been subjected to a lengthy appeals process
and further legal costs. While Dames & Moore, a subsidiary of URS Corporation,
had approximately $2 billion in annual revenues representing a formidable
resource for future legal expenses, the Company had not generated revenues and
had no liquid assets to commit to such significant estimated future expenses
associated with ongoing litigation. Management of the Company believed,
therefore, that settlement of the litigation and execution of the respective
settlement agreements was in the best interests of the Company and its
shareholders.

                                       6
<PAGE>

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

     No matters were submitted to a vote of the Company's shareholders through
the solicitation of proxies or otherwise during fiscal year ended December 31,
2002.


                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

     Intergold Corporation's common stock is traded on the OTC Bulletin Board
under the symbol "IGCO". The market for the Company's Common Stock is limited,
volatile and sporadic. The following table sets forth the high and low sales
prices relating to the Company's Common Stock for the last two fiscal years.
These quotations reflect inter-dealer prices without retail mark-up, mark-down,
or commissions, and may not reflect actual transactions.

                                      FISCAL YEARS ENDED
                  ------------------------------------------------------------
                  DECEMBER 31, 2002                  DECEMBER 31, 2001
                  ------------------------------------------------------------
                  HIGH BID          LOW BID          HIGH BID         LOW BID
                  ------------------------------------------------------------

First Quarter     $0.010            $0.010           $0.021           $0.010
Second Quarter    $0.049            $0.005           $0.025           $0.010
Third Quarter     $0.035            $0.012           $0.010           $0.010
Fourth Quarter    $0.025            $0.005           $0.010           $0.010

Holders

     As of February 28, 2003, the Company had approximately 87 shareholders of
record.

Dividends

     No dividends have ever been declared by the board of directors of the
Company on its Common Stock. Holders of shares of Series A Preferred stock and
Series B Preferred stock are entitled to receive, when, as, and if declared by
the board of directors of the Company out of funds at the time legally available
therefore, cash or stock dividends at an annual rate of 20%, payable annually in
arrears, commencing January 1, 1999.

     The Company's losses do not currently indicate the ability to pay any cash
dividends, and the Company does not indicate the intention of paying cash
dividends either on its Common Stock or preferred stock in the foreseeable
future.

Securities Authorized for Issuance under Equity Compensation Plans

     As of December 31, 2002, there are 6,200,000 Series A Preferred shares
issued and outstanding. If the Company's Series A Preferred shareholders elect
to convert the remaining outstanding Series A Preferred shares, an additional
11,431,000 shares of Common Stock would be issued, including 5,231,000 shares in
settlement of accrued 20% cumulative undeclared dividends totaling $1,307,750
for fiscal year ended December 31, 2002.

                                       7
<PAGE>
<TABLE>
<CAPTION>


     As of December 31, 2002, there are 2,510,000 Series B Preferred shares
issued and outstanding. If the Company's Series B Preferred shareholders elect
to convert the remaining outstanding Series B Preferred shares, an additional
4,398,000 shares of Common Stock would be issued, including 1,888,000 shares in
settlement of accrued 20% cumulative undeclared dividends totaling $944,000 for
fiscal year ended December 31, 2002. See "Part II. Item 6. Management's
Discussion and Analysis or Plan of Operation."

                                    Equity Compensation Plan Information
-----------------------------------------------------------------------------------------------------------
                           Number of Securities      Weighted-Average Exercise       Number of Securities
                            To be Issued Upon          Price of Outstanding        Remaining Available for
Plan Category            Exercise of Outstanding           Options, Warrants        Future Issuance Under
                          Options, Warrants                  and Rights           Equity Compensation Plans
                               and Rights                                          (excluding column (a))
                                  (a)                            (b)                         (c)
-----------------------------------------------------------------------------------------------------------
<S>                               <C>                            <C>                        <C>
Equity Compensation                 n/a                          n/a                         n/a
Plans Approved by
Security Holders

Equity Compensation           11,431,000 shares                 $0.25                        -0-
Plans Not Approved by
Security Holders -
Series A Preferred

Equity Compensation            4,398,000 shares                 $0.50                        -0-
Plans Not Approved by
Security Holders -
Series B Preferred

Total                         15,829,000 shares
-----------------------------------------------------------------------------------------------------------

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following discussions of the results of operations and financial
position of the Company should be read in conjunction with the financial
statements and notes pertaining to them that appear elsewhere in this Form
10-KSB.

Management's Discussion and Analysis of Financial Condition and Results of
Operation

     For Fiscal Year Ended December 31, 2002 compared with Fiscal Year Ended
     December 31, 2001

     The Company's net loss for fiscal year ended December 31, 2002 was
approximately ($250,145) compared to a net loss of approximately ($2,678) for
fiscal year ended December 31, 2001 (an increase of $247,467). During fiscal
years ended December 31, 2002 and 2001, the Company recorded no income.

     During fiscal years ended December 31, 2002 and December 31, 2001, the
Company did not incur any property exploration expenses as a result of the
suspension of any further exploration of the Blackhawk Property. During fiscal
year ended December 31, 2002, the Company recorded operating expenses of
$250,145 as compared to actual operating expenses of $1,643,902 recorded during
fiscal year ended December 31, 2001 (a decrease of $1,393,757). Although the
Company incurred actual operating expenses of $1,643,902 during fiscal year
ended December 31, 2001, such operating expenses were offset by a recognized
gain of $1,589,224 on the settlement of the Lawsuit and by directors' fees
recoverable in the amount of $52,000, resulting in a recognized net loss of
($2,678).

                                       8
</TABLE>
<PAGE>

     During fiscal year ended December 31, 2002, the Company's operating
expenses consisted primarily of: (i) $172,528 as interest expense; and (ii)
$77,617 as general and administrative expenses. During fiscal year ended
December 31, 2001, the Company's operating expenses consisted primarily of: (i)
$984,987 as professional fees consisting primarily of legal fees in the
approximate amount of $949,994.54 associated with the litigation between the
Company, INGC, Geneva, AuRIC, Dames & Moore and other parties, and accounting
fees; (ii) $522,442 as general and administrative expenses; and (iii) $136,473
as interest expense. The decrease in general and administrative expenses during
fiscal year ended December 31, 2002 compared to fiscal year ended December 31,
2001 was primarily due to a decrease in overhead and administrative expenses
resulting from the decreasing scale and scope of overall corporate activity
pertaining to exploration and administration of the Blackhawk Property. The
decrease in professional fees during fiscal year ended December 31, 2002
compared to fiscal year ended December 31, 2001 was due primarily to the
associated settlement of the litigation between the Company, INGC, Geneva,
AuRIC, Dames & Moore and other parties. General and administrative expenses
generally include corporate overhead, financial and administrative contracted
services and consulting costs.

     Of the $250,145 incurred as operating expenses during fiscal year ended
December 31, 2002, an aggregate of $106,000 was incurred payable to Investor
Communications International, Inc. ("ICI") and Amerocan Marketing, Inc.
("Amerocan") for amounts due and owing for operational management,
administrative, financial and investor relations services rendered,
respectively. During fiscal year ended December 31, 2002, aggregate cash
advances of $26,260 were made by ICI and other shareholders to the Company and
interest accrued on such outstanding advances in the amount of $172,528. During
fiscal year ended December 31, 2002, the Company paid $-0- to ICI and Amerocan
towards an aggregate principal amount due of $1,023,803 plus $314,511 in accrued
interest. The Company's officer/director, Grant Atkins, is employed by ICI and
Amerocan and part of the management team provided by ICI and Amerocan to the
Company. During fiscal year ended December 31, 2002, ICI and Amerocan paid an
aggregate of $21,075 to the director for services provided to the Company and
its subsidiary. See "Part III. Item 10. Executive Compensation."

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

                                       9
<PAGE>

     As discussed above, the increase in net loss incurred during fiscal year
ended December 31, 2002 compared to the net loss incurred during fiscal year
ended December 31, 2001 is attributable primarily to the realization of a gain
on the settlement of the Lawsuit and the recovery of directors' fees during
fiscal year ended December 31, 2001, which amounts were offset against operating
expenses resulting in a net loss of ($2,678). The Company's net loss during
fiscal year ended December 31, 2002 was approximately ($250,145) or ($0.00) per
share compared to a net loss of approximately ($2,678) or ($0.00) per share
during fiscal year ended December 31, 2001. The weighted average number of
shares outstanding were 77,140,600 for both fiscal years ended December 31, 2002
and December 31, 2001.

     Liquidity and Capital Resources

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

     As of December 31, 2002, the Company's current assets were $227 and its
current liabilities were $2,497,122, which resulted in a working capital deficit
of $2,496,895. As of fiscal year ended December 31, 2002, the Company's total
assets were $227 compared to total assets of $127 for fiscal year ended December
31, 2001. This increase in total assets from fiscal year ended 2001 was
primarily due to an increase in cash. As of fiscal year ended December 31, 2002,
the Company's total liabilities were $2,497,122 compared to total liabilities of
$2,246,877 for fiscal year ended 2001. This increase in liabilities from fiscal
year ended 2001 was due primarily to an increase in advances payable and accrued
interest due and owing by the Company to significant shareholders and debt
holders which totaled $1,825,888 and $534,453, respectively.

     Stockholders' deficit increased from ($2,246,750) for fiscal year ended
December 31, 2001 to ($2,496,895) for fiscal year ended December 31, 2002.

     The Company has not generated positive cash flows from operating
activities. For fiscal year ended December 31, 2002, net cash flows used in
operating activities was ($26,141) compared to ($856,935) of net cash flows used
in operating activities for fiscal year ended December 31, 2001. The net
operating loss of ($250,145) increased during fiscal year ended December 31,
2002 from a net operating loss of ($2,678) during fiscal year ended December 31,
2001. For fiscal year ended December 31, 2001, a write-off for accounts payable
of $41,172 and $1,589,224 for gain on settlement of the Lawsuit was recorded as
compared to $65,501 for fiscal year ended December 31, 2002. Changes in working
capital assets and liabilities decreased to an aggregate of $289,505 during
fiscal year ended December 31, 2002 from an aggregate of $773,177 (which was
offset by $52,000) during fiscal year ended December 31, 2001.

     Net cash flows from investing activities were $-0- for both fiscal years
ended December 31, 2002 and 2001, respectively.

     Net cash flows from financing activities were $26,241 from advances payable
for fiscal year ended December 31, 2002 as compared to $856,656 for fiscal year
ended December 31, 2001 (which amount was comprised of $798,000 received on
settlement of the Lawsuit and $56,656 in net advances payable).

                                       10
<PAGE>

Plan of Operation

     Funding

     As of the date of this Annual Report, there has been no income realized
from the business operations of the Company. The Company's primary source of
financing during the prior fiscal years have been from proceeds received by IGCO
from the conversion of Series A Warrants into shares of the Company's common
stock at the redemption price of $0.25 per Series A Warrant and cash advances
provided to the Company as debt.

     During fiscal years ended December 31, 2002 and 2001, no Series A Warrants
were converted into shares of the Company's restricted Common Stock. During
fiscal year ended December 31, 2000, an aggregate of 3,000,000 Series A Warrants
were converted into 3,000,000 shares of the Company's restricted Common Stock
for an aggregate consideration of $750,000. Each Series A Preferred share is
also convertible into one share of Common Stock of the Company and all then
accrued and unpaid dividends are convertible into Common Stock at the conversion
price of $0.25 per share. During fiscal years ended December 31, 2002 and 2001,
no Preferred Series A shares were converted into shares of the Company's
restricted Common Stock. During fiscal year ended December 31, 2000, an
aggregate of 1,100,000 Preferred Series A shares were converted into 1,100,000
shares of the Company's Common Stock and an additional 366,700 shares of the
Company's Common Stock were issued as a dividend pursuant to such conversion.
6,200,000 Series A Preferred shares remain outstanding.

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

     Material Commitments

     A significant and estimated commitment for the Company for fiscal year 2002
is the principal amount of $1,825,888 and $519,075 in accrued interest thereon
due and owing as advances payable to related parties: (i) $442,770 in aggregate
principal due and owing to a private entity; (ii) $872,803 in aggregate
principal due and owing to ICI; (iii) $435,119 in aggregate principal due and
owing to a private entity, which is a significant shareholder of the Company;

                                       11
<PAGE>

(iv) $70,831 in aggregate principal due and owing to a private individual; and
(v) $4,365 in aggregate principal due and owing to the director/officer of the
Company. The advances accrue interest at 10% per annum and are due on demand.

Off-Balance Sheet Arrangements

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

Audit Committee

     As of the date of this Annual Report, the Company has not appointed members
to an audit committee and, therefore, the respective role of an audit committee
has been conducted by the board of directors of the Company. When established,
the audit committee's primary function will be to provide advice with respect to
the Company's financial matters and to assist the board of directors in
fulfilling its oversight responsibilities regarding finance, accounting, and
legal compliance. The audit committee's primary duties and responsibilities will
be to: (i) serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system; (ii) review and
appraise the audit efforts of the Company's independent accountants; (iii)
evaluate the Company's annual financial performance as well as its compliance
with laws and regulations; (iv) oversee management's establishment and
enforcement of financial policies and business practices; and (v) provide an
open avenue of communication among the independent accountants, management and
the board of directors.

     The Board of Directors has considered whether the provision of such
non-audit services would be compatible with maintaining the principal
independent accountant's independence. The Board of Directors considered whether
the Company's principal independent accountant was independent, and concluded
that the auditor for the fiscal year ended December 31, 2002 was independent.

     Audit Fees

     During fiscal year ended December 31, 2002, the Company incurred
approximately $5,000 in fees to its principal independent accountant for
professional services rendered in connection with audit of the Company's
financial statements for fiscal year ended December 31, 2002 and $5,000 for the
review of the Company's financial statements for the fiscal quarters ended March
31, 2002, June 30, 2002 and September 30, 2002.

     Financial Information Systems Design and Implementation Fees

     During fiscal year ended December 31, 2002, the Company did not incur any
fees for professional services rendered by its principal independent accountant
for certain information technology services which may include, but is not
limited to, operating or supervising or managing the Company's information or
local area network or designing or implementing a hardware or software system
that aggregate source data underlying the financial statements.

                                       12
<PAGE>

     All Other Fees

     During fiscal year ended December 31, 2002, the Company did not incur any
other fees for professional services rendered by its principal independent
accountant for all other non-audit services which may include, but is not
limited to, tax-related services, actuarial services or valuation services.

ITEM 7. FINANCIAL STATEMENTS

     The information required under Item 310(a) of Regulation S-B is included in
this report as set forth in the "Index to Financial Statements".

Index to Financial Statements

         Auditor's Report dated February 28, 2003
         Consolidated Balance Sheets
         Consolidated Statements of Operations
         Consolidated Statements of Stockholders' Equity
         Consolidated Statements of Cash Flows
         Notes to Consolidated Financial Statements







                                       13

<PAGE>

LABONTE & CO.                                    610 938 Howe Street
----------------------------------------         Vancouver, BC  Canada
C H A R T E R E D  A C C O U N T A N T S         V6Z 1N9
----------------------------------------         Telephone      (604) 682-2778
                                                 Facsimile      (604) 689-2778
                                                 Email        info@labonteco.com


                                AUDITORS' REPORT
--------------------------------------------------------------------------------


To the Stockholders and Board of Directors of Intergold Corporation

We have audited the consolidated balance sheets of Intergold Corporation (an
exploration stage company) as at December 31, 2002 and 2001 and the consolidated
statements of operations, stockholders' equity and cash flows for the years then
ended. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with Canadian and United States generally
accepted auditing standards. Those standards require that we plan and perform an
audit to obtain reasonable assurance whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2002
and 2001 and the results of its operations and its cash flows and the changes in
stockholders' equity for the years then ended in accordance with United States
generally accepted accounting principles.



                                            /s/  CHARTERED ACCOUNTANTS
                                            ----------------------------------
                                                 CHARTERED ACCOUNTANTS

Vancouver, B.C.
February 28, 2003


COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-UNITED STATES REPORTING
-----------------------------------------------------------------------
DIFFERENCES
-----------

In the United States, reporting standards for auditors' would require the
addition of an explanatory paragraph following the opinion paragraph when the
financial statements are affected by conditions and events that cast substantial
doubt on the Company's ability to continue as a going concern, such as those
described in Note 1. Our report to the Stockholders and Board of Directors dated
February 28, 2003 is expressed in accordance with Canadian reporting standards
which do not permit a reference to such conditions and events in the auditors'
report when these are adequately disclosed in the financial statements.



                                             /s/  CHARTERED ACCOUNTANTS
                                            ----------------------------------
                                                 CHARTERED ACCOUNTANTS


Vancouver, B.C.
February 28, 2003

                                       14
<PAGE>
<TABLE>
<CAPTION>


                                       INTERGOLD CORPORATION
                                  (An Exploration Stage Company)

                                    CONSOLIDATED BALANCE SHEETS



                                                                     December 31,    December 31,
                                                                         2002            2001
                                                                     ------------    ------------

                                              ASSETS

CURRENT ASSETS
   <S>                                                                        <C>             <C>
   Cash                                                              $        227    $        127
                                                                     ------------    ------------

                                                                     $        227    $        127
                                                                     ============    ============


                        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
   Accounts payable                                                  $     24,891    $     79,415
   Advances and accrued fees payable (Note 3)                           1,825,888       1,693,647
   Notes payable (Note 4)                                                  51,890          51,890
   Accrued Series A warrant redemption payable                             60,000          60,000
   Accrued interest payable                                               534,453         361,925
                                                                     ------------    ------------

                                                                        2,497,122       2,246,877
                                                                     ------------    ------------

CONTINGENCIES (Notes 1 & 9)

STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 5)
   Common stock $.00025 par value; 125,000,000 shares authorized
      77,140,600 (2001 - 77,140,600) shares issued and outstanding         19,284          19,284
   Preferred stock, $.001 par value; 75,000,000 shares authorized
      Issued and outstanding
      Series A - 6,200,000 shares                                           6,200           6,200
      Series B - 2,510,000 shares                                           2,510           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 common stock
   Additional paid-in capital                                          10,298,039      10,298,039
   Deficit accumulated during the exploration stage                   (12,822,928)    (12,572,783)
                                                                     ------------    ------------


                                                                       (2,496,895)     (2,246,750)
                                                                     ------------    ------------

                                                                     $        227    $        127
                                                                     ============    ============


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

                                                15
<PAGE>


                                           INTERGOLD CORPORATION
                                      (An Exploration Stage Company)

                                   CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                                            July 26, 1996
                                                            Year ended      Year ended     (inception) to
                                                            December 31,    December 31,    December 31,
                                                                2002            2001            2002
                                                            ------------    ------------    ------------

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


EXPENSES
   Property exploration expenses                                    --              --         5,882,078
   Directors fees (recovery)                                        --           (52,000)         21,500
   General and administrative                                    114,422         563,614       4,491,126
   Interest expense                                              172,528         136,473         594,841
   Write-off of accounts payable                                 (65,501)        (41,172)      1,317,540
   Professional fees                                              28,696         984,987       1,851,091
   Realized loss on sale of available for sale investment           --              --            20,000
   Gain on settlement of lawsuit (Note 9)                           --        (1,589,224)     (1,589,224)
                                                            ------------    ------------    ------------

                                                                 250,145           2,678      12,588,952
                                                            ------------    ------------    ------------

NET LOSS FOR THE PERIOD                                     $   (250,145)   $     (2,678)   $(12,587,253)
                                                            ============    ============    ============


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

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                    77,140,600      77,140,600
                                                            ============    ============


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

                                                   16
<PAGE>

                                     INTERGOLD CORPORATION
                                (An Exploration Stage Company)

                        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                 FOR THE PERIOD JULY 26, 1996 (INCEPTION) TO DECEMBER 31, 2002


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

Balance, July 26, 1996                        --      $      --             --     $      --

Issuance of common stock
   for cash, net of offering costs       3,013,000          3,013           --            --

Net income, July 26, 1996
   (inception) to December 31, 1996           --             --             --            --
                                       -----------    -----------    -----------   -----------

Balance, December 31, 1996               3,013,000          3,013           --            --

Redemption of shares of stock for
note payable                            (1,889,750)        (1,890)          --            --

Stock split on a 4:1 basis               3,369,750           --             --            --

Issuance of common stock for
   acquisition of subsidiary            42,000,000         10,500           --            --

Issuance of common stock for cash        1,000,000            250           --            --

Issuance of common stock for cash          450,000            113           --            --

Net loss, Year ended
December 31, 1997                             --             --             --            --
                                       -----------    -----------    -----------   -----------

Balance, December 31, 1997              47,943,000         11,986           --            --

Issuance of Series A preferred stock
for cash                                      --             --        1,100,000         1,100

Issuance of Series A preferred stock
for cash                                      --             --        2,700,000         2,700

Issuance of Series A preferred stock
for cash                                      --             --        4,000,000         4,000

Issuance of Series A preferred stock
for cash                                      --             --        1,200,000         1,200

Issuance of Series A preferred stock
   in settlement of convertible
debenture                                     --             --        1,000,000         1,000

Issuance of common stock in
settlement of debt                          79,000             20           --            --

Accumulated unrealized loss on
investments                                   --             --             --            --

Net Loss, Year Ended
December 31, 1998                             --             --             --            --
                                       -----------    -----------    -----------   -----------

Balance, December 31, 1998              48,022,000    $    12,006     10,000,000   $    10,000


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

                                              17
<PAGE>

                                      INTERGOLD CORPORATION
                                 (An Exploration Stage Company)

                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

            FOR THE PERIOD JULY 26, 1996 (INCEPTION) TO DECEMBER 31, 2002 (CONTINUED)


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

Balance, July 26, 1996                 $      --     $      --      $      --      $      --

Issuance of common stock
   for cash, net of offering costs           4,644          --             --            7,657

Net income, July 26, 1996
   (inception) to December 31, 1996           --             215           --              215
                                       -----------   -----------    -----------    -----------

Balance, December 31, 1996                   4,644           215           --            7,872

Redemption of shares of stock for
note payable                                  --            --             --           (1,890)

Stock split on a 4:1 basis                    --            --             --             --

Issuance of common stock for
   acquisition of subsidiary                  --            --             --           10,500

Issuance of common stock for cash          499,750          --             --          500,000

Issuance of common stock for cash          449,888          --             --          450,001

Net loss, Year ended
December 31, 1997                             --      (1,779,733)          --       (1,779,733)
                                       -----------   -----------    -----------    -----------

Balance, December 31, 1997                 954,282    (1,779,518)          --         (813,250)

Issuance of Series A preferred stock
for cash                                   273,900          --             --          275,000

Issuance of Series A preferred stock
for cash                                   672,300          --             --          675,000

Issuance of Series A preferred stock
for cash                                   996,000          --             --        1,000,000

Issuance of Series A preferred stock
for cash                                   298,800          --             --          300,000

Issuance of Series A preferred stock
   in settlement of convertible
debenture                                  249,000          --             --          250,000

Issuance of common stock in
settlement of debt                          39,480          --             --           39,500

Accumulated unrealized loss on
investments                                   --            --          (95,000)       (95,000)

Net Loss, Year Ended
December 31, 1998                             --      (1,811,255)          --       (1,811,255)
                                       -----------   -----------    -----------    -----------

Balance, December 31, 1998             $ 3,483,762   $(3,590,773)   $   (95,000)   $  (180,005)


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

                                             18
<PAGE>

                                      INTERGOLD CORPORATION
                                 (An Exploration Stage Company)

                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                  FOR THE PERIOD JULY 26, 1996 (INCEPTION) TO DECEMBER 31, 2002




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

Balance, December 31, 1998                48,022,000   $    12,006    10,000,000    $    10,000

Issuance of common stock pursuant to
   technology sub-license agreement        4,000,000         1,000          --             --

Issuance of common stock in
   settlement of debt                         30,000             7          --             --

Issuance of common stock pursuant to
   Series A Preferred warrant
   redemption                              1,000,000           250          --             --

Issuance of common stock pursuant to
   conversion of Series A Preferred
   stock                                   2,700,000           674    (2,700,000)        (2,700)

Issuance of common stock in
settlement of cumulative dividend
   on converted Series A preferred
   stock                                     576,000           144          --             --

Issuance of Series B Preferred Stock
   pursuant to private placement at
   $.50 per share                               --            --       2,510,000          2,510

20% cumulative preferred dividends
   paid on converted Series A
   Preferred Stock                              --            --            --             --

Preferred Series A Warrant Redemption           --            --            --             --

Accumulated unrealized loss on
   investments                                  --            --            --             --

Net Loss, Year Ended December 31, 1999          --            --            --             --
                                         -----------   -----------   -----------    -----------
Balance, December 31, 1999                56,328,000   $    14,081     9,810,000    $     9,810


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

                                              19
<PAGE>

                                      INTERGOLD CORPORATION
                                  (An Exploration Stage Company)

                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                   FOR THE PERIOD JULY 26, 1996 (INCEPTION) TO DECEMBER 31, 2002

                                            (CONTINUED)


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

Balance, December 31, 1998               $ 3,483,762    $(3,590,773)   $   (95,000)   $  (180,005)

Issuance of common stock pursuant to
   technology sub-license agreement        2,359,000           --             --        2,360,000

Issuance of common stock in
settlement of debt                            14,993           --             --           15,000

Issuance of common stock pursuant to
   Series A Preferred warrant
   redemption                                249,750           --             --          250,000

Issuance of common stock pursuant to
   conversion of Series A Preferred
   stock                                       2,026           --             --             --

Issuance of common stock in
settlement of cumulative dividend
   on converted Series A preferred
   stock                                     143,856           --             --          144,000

Issuance of Series B Preferred Stock
   pursuant to private placement at
   $.50 per share                          1,252,490           --             --        1,255,000

20% cumulative preferred dividends
   paid on converted Series A
   Preferred Stock                              --         (144,000)          --         (144,000)

Preferred Series A Warrant Redemption        (90,000)          --             --          (90,000)

Accumulated unrealized loss on
investments                                     --             --          (55,000)       (55,000)

Net Loss, Year Ended December 31, 1999          --       (5,803,534)          --       (5,803,534)
                                         -----------    -----------    -----------    -----------
Balance, December 31, 1999               $ 7,415,877    $(9,538,307)   $  (150,000)   $(2,248,539)


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

                                              20
<PAGE>

                                         INTERGOLD CORPORATION
                                    (An Exploration Stage Company)

                            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                     FOR THE PERIOD JULY 26, 1996 (INCEPTION) TO DECEMBER 31, 2002


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

Balance, December 31, 1999                 56,328,000    $     14,081       9,810,000    $      9,810

Loss realized on disposition of
   investment                                    --              --              --              --

Issuance of common stock pursuant to
   conversion of Series A Preferred
   stock                                    1,000,000             250      (1,000,000)         (1,000)

Issuance of common stock in
   settlement of cumulative dividend
   on converted Series A preferred
   stock                                      326,100              82            --              --

20% cumulative preferred dividends
   paid on converted Series A
   Preferred Stock                               --              --              --              --

Issuance of common stock in
   settlement of debt                      20,345,900           5,086            --              --

Issuance of common stock pursuant to
   Preferred Series A warrant
   redemption                               3,000,000             750            --              --

Reversal of Preferred Series A
   warrant redemption                            --              --              --              --

Issuance of common stock pursuant to
   conversion of Series A Preferred
   stock                                      100,000              25        (100,000)           (100)

Issuance of common stock in
   settlement of cumulative dividend
   on converted Series A preferred
   stock                                       40,600              10            --              --

20% cumulative preferred dividends
   paid on converted Series A
   Preferred Stock                               --              --              --              --

Net Loss, Year Ended December 31, 2000           --              --              --              --
                                         ------------    ------------    ------------    ------------

Balance, December 31, 2000                 81,140,600          20,284       8,710,000           8,710

Return and cancellation of stock
   previously issued for technology
   sub-license (Note 9)                    (4,000,000)         (1,000)           --              --

Net Loss, Year Ended December 31, 2001           --              --              --              --
                                         ------------    ------------    ------------    ------------

Balance, December 31, 2001                 77,140,600          19,284       8,710,000           8,710

Net Loss, Year Ended December 31, 2002           --              --              --              --
                                         ------------    ------------    ------------    ------------

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


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

                                                 21
<PAGE>

                                         INTERGOLD CORPORATION
                                    (An Exploration Stage Company)

                            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

               FOR THE PERIOD JULY 26, 1996 (INCEPTION) TO DECEMBER 31, 2002 (CONTINUED)


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

Balance, December 31, 1999               $  7,415,877    $ (9,538,307)   $   (150,000)   $ (2,248,539)

Loss realized on disposition of
   investment                                    --              --           150,000         150,000

Issuance of common stock pursuant to
   conversion of Series A Preferred
   stock                                          750            --              --              --

Issuance of common stock in
   settlement of cumulative dividend
   on converted Series A preferred
   stock                                       81,443            --              --            81,525

20% cumulative preferred dividends
   paid on converted Series A
   Preferred Stock                               --           (81,525)           --           (81,525)

Issuance of common stock in
   settlement of debt                       2,029,504            --              --         2,034,590

Issuance of common stock pursuant to
   Preferred Series A warrant
   redemption                                 749,250            --              --           750,000

Reversal of Preferred Series A
   warrant redemption                          30,000            --              --            30,000

Issuance of common stock pursuant to
   conversion of Series A Preferred
   stock                                           75            --              --              --

Issuance of common stock in
   settlement of cumulative dividend
   on converted Series A preferred
   stock                                       10,140            --              --            10,150

20% cumulative preferred dividends
   paid on converted Series A
   Preferred Stock                               --           (10,150)           --           (10,150)

Net Loss, Year Ended December 31, 2000           --        (2,940,123)           --        (2,940,123)
                                         ------------    ------------    ------------    ------------

Balance, December 31, 2000                 10,317,039     (12,570,105)           --        (2,224,072)

Return and cancellation of stock
   previously issued for technology
   sub-license (Note 9)                       (19,000)           --              --           (20,000)

Net Loss, Year Ended December 31, 2001          --             (2,678)           --            (2,678)
                                         ------------    ------------    ------------    ------------

Balance, December 31, 2001                 10,298,039     (12,572,783)           --        (2,246,750)

Net Loss, Year Ended December 31, 2002           --          (250,145)           --          (250,145)
                                         ------------    ------------    ------------    ------------

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


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

                                                 22
<PAGE>

                                                   INTERGOLD CORPORATION
                                              (An Exploration Stage Company)

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                             July 26, 1996
                                                                              Year ended      Year ended    (inception) to
                                                                             December 31,    December 31,    December 31,
                                                                                 2002            2001            2002
                                                                             ------------    ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss) for the year                                             $   (250,145)   $     (2,678)   $(12,587,253)
  Adjustments to reconcile net loss to net cash from operating activities:
  - Depreciation                                                                     --               296           1,634
  - Loss on disposal of fixed assets                                                 --             2,666           2,666
  - Write-off of accounts payable                                                 (65,501)        (41,172)       (106,673)
  - Gain on settlement of lawsuit                                                    --        (1,589,224)     (1,589,224)
  - Loss on settlement of debt                                                       --         1,424,213
  - Loss on sale of investment                                                       --              --            20,000
  - Non-cash exploration costs                                                       --              --         2,860,000

  - Changes in working capital assets and liabilities
       Prepaid expenses                                                              --              --              --
       Accounts payable                                                            10,977          96,901         629,360
       Accrued interest payable                                                   172,528         135,676         594,038
       Accrued and unpaid fees payable                                            106,000         540,600         646,600
                                                                             ------------    ------------    ------------

NET CASH FLOWS USED IN OPERATING ACTIVITIES                                       (26,141)       (856,935)     (8,104,639)
                                                                             ------------    ------------    ------------

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

NET CASH FLOWS FROM INVESTING ACTIVITIES                                             --              --          (174,300)
                                                                             ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Advances payable                                                                 26,241          56,656       1,718,508
  Sale of common stock                                                               --              --         1,957,658
  Sale of Series A preferred stock                                                   --              --         2,500,000
  Sale of Series B preferred stock                                                   --              --         1,255,000
  Net cash received on settlement of lawsuit                                         --           798,000         798,000
  Note payable                                                                       --              --            50,000
                                                                             ------------    ------------    ------------

NET CASH FLOWS FROM FINANCING ACTIVITIES                                           26,241         856,656       8,279,166
                                                                             ------------    ------------    ------------

INCREASE (DECREASE) IN CASH                                                           100            (279)            227

CASH, BEGINNING OF YEAR                                                               127             406            --
                                                                             ------------    ------------    ------------

CASH, END OF YEAR                                                            $        227    $        127    $        227
                                                                             ============    ============    ============


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

                                                          23
</TABLE>
<PAGE>

                             INTERGOLD CORPORATION
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                    December 31, 2002 and December 31, 2001
--------------------------------------------------------------------------------

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

The Company is in the exploration stage of its mineral property development. To
date, the Company has not generated significant revenues from operations and has
a working capital deficit and a stockholders' deficiency of $2,496,895 at
December 31, 2002. The Company's continuance of operations and movement into an
operating basis are contingent on raising additional working capital, settling
its outstanding debts and on the future development of a new business venture.
Advances from certain significant shareholders will form the primary source of
short-term funding for the Company during the next twelve months. Accordingly,
these factors raise substantial doubt about the Company's ability to continue as
a going concern.


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

Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, International Gold Corporation ("IGC"). IGC was
acquired by purchase on July 23, 1997. The acquisition of International Gold
Corporation has been accounted for on the purchase method of accounting. All
significant intercompany transactions and account balances have been eliminated.

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

Loss Per Share
As of December 31, 2002, there were 3,450,000 exercisable options, 8,710,000
shares of convertible preferred stock and 2,510,000 common stock warrants that
can be converted into a total of 14,670,000 shares of common stock. As these
options, convertible preferred stock and warrants would have an anti-dilutive
effect on the presentation of loss per share, a diluted loss per share
calculation is not presented.

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

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

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

                                      24
<PAGE>

INTERGOLD CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2002 and December 31, 2001
--------------------------------------------------------------------------------

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

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

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

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

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

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

Comparative figures
Certain of the comparative figures have been restated to conform to the current
year's presentation.


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

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

                                                  December 31,   December 31,
                                                      2002           2001
                                                   ----------     ----------

Sonanini Holdings Ltd.                             $  442,770     $  442,770
Investor Communications International, Inc.           872,803        762,711
Amerocan Marketing, Inc.                                 --          151,000
Tristar Financial Services Ltd.                       435,119        266,235
Brent Pierce                                           70,831         70,831
Grant Atkins                                            4,365            100
                                                   ----------     ----------
                                                   $1,825,888     $1,693,647
                                                   ==========     ==========

The advances bear 10% simple interest and are due on demand. There is $519,075
of interest accrued on the advances as of December 31, 2002 (2001 - $351,758).
See Note 8 - Related Party Transactions.


NOTE 4:  NOTES PAYABLE
--------------------------------------------------------------------------------

                                                     December 31,   December 31,
                                                        2002           2001
                                                     -----------    -----------

Sonanini Holdings Ltd., 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 December 31, 2002 totals $15,378 (2001 -
$10,166).                                                $50,000        $50,000

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

                                                         $51,890        $51,890
                                                     ===========    ===========

                                       25
<PAGE>

INTERGOLD CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2002 and December 31, 2001
--------------------------------------------------------------------------------

NOTE 5:  STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------

Common Stock

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

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

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

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

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

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

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

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

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

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

On March 18, 1999, the Company issued 4,000,000 restricted shares pursuant to a
sublicense agreement for metallurgical and assay technology and know-how (See
Note 7).

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

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

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

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

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

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

                                      26
<PAGE>

INTERGOLD CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2002 and December 31, 2001
--------------------------------------------------------------------------------

NOTE 5:  STOCKHOLDERS' EQUITY (cont'd)
--------------------------------------------------------------------------------

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

On October 29, 2001 4,000,000 common shares originally issued pursuant to the
Technology Sub-license agreement were returned to the Company as part of the
litigation settlement agreement and were cancelled. See Note 9.

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

The Company authorized for issuance 5,000,000 shares of Preferred Stock at a par
value of $.001 per share at December 31, 1997.

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

Series A
--------

Pursuant to a private placement memorandum dated August 10, 1998, the Company
offered 50 Series A units at a cost of $50,000 each for a total of $2,500,000.
Each unit consisted of 200,000 shares of Series A Preferred stock with a par
value of $.001 per share and 200,000 warrants. Each warrant entitles the holder
to purchase one share of restricted common stock at $.25 per share. The warrants
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.

As of December 31, 2002, there are 6,200,000 Series A Preferred shares issued
and outstanding. If the Company's Series A Preferred shareholders elect to
convert the remaining outstanding Series A Preferred shares an additional
11,431,000 shares of common stock would be issued on a basis of one common share
for each Series A Preferred share outstanding, including 5,231,000 shares in
settlement of accrued 20% cumulative undeclared dividends totaling $1,307,750
which are to be issued on a basis of one common share for each $.25 of cumulated
undeclared dividends.

Series B
--------

During 1999, the Company completed a private placement of Series B units
consisting of 100,000 shares of Series B preferred stock with a par value of
$.001 per share and 100,000 warrants. The terms and conditions of the Series B
unit offering are similar to those of the Series A offering except the cost per
share and any conversion price is at $0.50 per share and the Series B offering
is subordinate to the Series A offering. A total of 2,510,000 Series B preferred
shares and common stock warrants were issued for proceeds of $1,255,000.

As of December 31, 2002, there are 2,510,000 Series B Preferred shares issued
and outstanding. If the Company's Series B Preferred shareholders elect to
convert the remaining outstanding Series B Preferred shares, an additional
4,398,000 shares of common stock would be issued on a basis of one common share
for each Series B Preferred share outstanding, including 1,888,000 shares in
settlement of accrued 20% cumulative undeclared dividends totaling $944,000
which are to be issued on a basis of one common share for each $.50 of cumulated
undeclared dividends.

                                      27
<PAGE>

INTERGOLD CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2002 and December 31, 2001
--------------------------------------------------------------------------------

NOTE 6:  EMPLOYEE STOCK OPTION PLAN
--------------------------------------------------------------------------------

During 1997, the Company authorized an Employee Stock Option Plan. The plan
authorized the issuance of 2,000,000 options that can be exercised at $.50 per
share of common stock and an additional 2,500,000 options that can be exercised
to purchase shares of common stock at $1.00 per share. All options granted
expire December 27, 2017. The options are non-cancelable once granted. Shares
which may be acquired through the plan may be authorized but unissued shares of
common stock or issued shares of common stock held in the Company's treasury.

During the year ended December 31, 1999, the Board of Directors of the Company
authorized the grant of stock options to certain officers, directors and
consultants. The options granted consisted of 2,000,000 options with an exercise
price of $.50 per share of common stock and 1,450,000 options with an exercise
price of $1.00 per common share. Selected information regarding the Company's
employee stock options as of December 31, 2002 are as follows:

                                                     December 31, 2002
                                                ----------------------------
                                                                Weighted
                                                Number of        average
                                                 options      exercise price
                                                ---------     --------------

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

As of December 31, 2002, outstanding options have exercise prices ranging from
$.50 to $1.00 per share. The weighted average exercise price of all options
outstanding is $.71 per share of common stock and the weighted average remaining
contractual life is 14 years 361 days.


NOTE 7:  TECHNOLOGY SUB-LICENSE AGREEMENT
--------------------------------------------------------------------------------

On March 18, 1999, the Company entered into a 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 was 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 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 were 3% interest bearing notes and were payable upon the
transfer of the technology.

The Company was involved in a dispute relating to this agreement and during
September 2001, a settlement was reached and all parties agreed to have the
lawsuit dismissed. As part of the settlement, the Company received $798,000, the
promissory notes totaling $500,000 to AuRIC and Geneva were cancelled along with
accrued interest, 4,000,000 shares issued to AuRIC and Geneva were returned to
treasury and subsequently cancelled, and certain accounts payable were written
off, resulting in a total gain of $1,589,224. Refer to Note 9.

                                      28
<PAGE>

INTERGOLD CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2002 and December 31, 2001
--------------------------------------------------------------------------------

NOTE 8:  RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

The Company, on January 1, 1999, entered into a management services agreement
with Investor Communications, Inc. ("ICI") to provide management of the
day-to-day operations of the Company for a two year term. The management
services agreement requires monthly payments not to exceed $75,000 for services
rendered. The Company's subsidiary entered into a similar agreement on January
1, 1999 with Amerocan Marketing, Inc. ("Amerocan") with required monthly
payments not to exceed $25,000 for services rendered for a two year term. Both
agreements were extended for a further two year term to January 1, 2003.
Subsequent to January 1, 2003, the Agreement with ICI has been extended on a
month-to month basis and the Agreement with Amerocan has expired and will not be
renewed.

One director of Intergold Corporation has been contracted by ICI and Amerocan
and is part of the management team provided to Intergold Corporation and its
subsidiary. During the year ended December 31, 2002 a total of $106,000 (2001 -
$546,100) was incurred to these private companies which are also significant
shareholders for managerial, administrative and investor relations services
provided to the Company and its subsidiary. During the year ended December 31,
2002 these companies paid a total of $21,075 (2001 - $8,500) to this officer and
director for services provided to the Company and its subsidiary. In addition,
during 2002, ICI and other shareholders paid expenses on behalf of the Company
totaling $26,260 (2001 - $67,050). Interest of $172,528 (2001 - $89,206) was
accrued on outstanding advances. Refer to Notes 3 and 9.


NOTE 9:  SETTLEMENT OF LAWSUIT
--------------------------------------------------------------------------------

On September 27, 1999, Geneva and IGC filed an action against Auric and Dames &
Moore in the Third Judicial District court in and for Salt Lake County, State of
Utah. On October 8, 1999, IGC and Geneva filed a First Amended Complaint in the
Utah Lawsuit in which they added Ahmet Altinay ("Altinay") and Richard Daniele
("Daniele") as defendants. In the First Amended Complaint, IGC and Geneva
asserted causes of action for breaches of contract, specific performance, fraud,
negligent misrepresentation, failure to repay advances, breach of fiduciary
duties, and professional negligence in the license of metallurgical technology
of engineering services related thereto.

On or about November 17, 1999, Auric, Dames & Moore, Daniele, and Altinay filed
separate answers to the First Amended Complaint, along with counterclaims, and a
Third Party Complaint against IGC, Geneva, the Company, and Brent Pierce for
breach of contract against Geneva, and breach of contract against IGC and
others, defamation against the Company, IGC, Geneva and others, injunctions
against the Company, IGC, Geneva and others, amongst other claims. In their
defamation claim against the Company, the plaintiffs sought damages and punitive
damages in an amount to be determined at trial, as well as attorney's fees and
costs.

On or about June 14, 2000, Dames & Moore filed an action against the Company,
IGC, and others in the District Court of the Fifth Judicial District of the
State of Idaho, in and for the County of Lincoln. In the Idaho lawsuit, Dames &
Moore sought foreclosure of a lien against the Company and/or IGC which
purportedly arose in favor of Dames & Moore. Dames & Moore sought to have the
mining claims sold to compensate Dames & Moore for its services, materials, and
equipment. Dames & Moore also sought its fees and costs incurred in enforcing
its claimed lien. IGC and the Company filed an Answer on or about August 8,
2000. No discovery has occurred in the Idaho Lawsuit.

On or about July 19, 2000, Geneva and IGC filed a Second Amended Complaint in
which they also named Michael B. Mehrtens ("Mehrtens") and MBM Consultants Inc.
("MBM") as defendants in the Utah Lawsuit. On or about September 26, 2000,
Mehrtens and MBM filed an Answer, Counterclaim and Third-Party Complaint in
which Mehrtens asserted claims against the Company for Intentional Infliction of
Emotional Distress for actual and punitive dames in an amount to be determined
at trial; and Breach of Separation Agreement for actual damages in an amount to
be determined at trial. MBM has also asserted a cause of action for Breach of
Contract/Quantum Meruit against IGC for actual damages in an amount to be
determined at trial.

Geneva and IGC subsequently obtained an order from the District Court to grant
its Motion to Compel. The Order required that AuRIC and Dames & Moore produce
the alleged proprietary technology for Geneva's and IGC's restricted use by its
legal counsel and industry experts. Geneva and IGC obtained expert opinions as
to the ineffectiveness of the alleged proprietary technology, as well as damage
calculations.

                                      29
<PAGE>

INTERGOLD CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2002 and December 31, 2001

--------------------------------------------------------------------------------
NOTE 9:  SETTLEMENT OF LAWSUIT (cont'd)
--------------------------------------------------------------------------------

The Company and Geneva entered into an assignment agreement dated May 9, 2000
that transferred and conveyed to Geneva the potential claims and causes of
action that the Company may have under the Sub-License Agreement with Geneva.

On November 10, 2000, Geneva and IGC filed motions for partial summary judgment
against Dames & Moore and AuRIC. Subsequently, on March 19, 2001, the motions
for partial summary judgment were denied. The court, however, provided a
ninety-day period during which both parties were required to prepare for trial,
and after such period the court would set a date for trial.

On June 22, 2001, the Company, IGC, Geneva, Brent Pierce, MBM and Mehrtens
entered into a settlement agreement (the "Settlement Agreement"). Pursuant to
the terms of the Settlement Agreement, the parties agreed to treat the contents
of the Settlement Agreement as strictly confidential and to not disclose such
terms and provisions to anyone.

As the Company had not generated revenues and has no liquid assets to commit to
fund the significant estimated future expenses associated with ongoing
litigation, Geneva, the Company, IGC, Tristar Financial Services, Inc.
("Tristar") and Alexander Cox ("Cox") entered into a funds sharing agreement
(the "Funds Sharing Agreement") dated on June 28, 2001, executed in July 2001.
Pursuant to the terms of the Funds Sharing Agreement, (i) Tristar would fund the
direct costs of the litigation on a best efforts basis relating to the Lawsuit
for the period from April 1, 2001 to the date that the Lawsuit was settled; (ii)
as consideration therefore, Tristar would receive thirty percent (30%) of the
gross proceeds received by Geneva, the Company and IGC from any and all
settlements relating to the Lawsuit, plus the repayment of all payments and
advances made by Tristar (the "Tristar Payment"); and (iii) the Tristar Payment
would be shared with Cox in proportion of (a) the funds advanced and paid by Cox
to Tristar for the purpose of funding the costs of the litigation, (b) divided
by the total amount of funds advanced by and paid by Tristar, (c) times the
amount of the Tristar Payment. Cox is a significant shareholder of the Company
and as of the date of these financial statements, holds an approximate 19%
equity interest.

During September 2001, a settlement was reached and all parties agreed to have
the lawsuit dismissed. Geneva, the Company, IGC and other parties received an
aggregate of $808,000 in settlement proceeds, of which $345,000 was paid for
outstanding amounts due and owing to legal counsel relating to the litigation,
$10,000 was paid to Goldstate Corporation and the remaining $453,000 was paid to
Tristar in full settlement of amounts incurred by Tristar pursuant to the
provisions of the Funds Sharing Agreement. In addition, the promissory notes
totaling $500,000 to AuRIC and Geneva were cancelled along with accrued interest
of $34,274, 4,000,000 shares issued to AuRIC and Geneva were returned to
treasury for cancellation, and all accounts payable owing to Dames & Moore and
MBM totaling $236,950 were written off, resulting in a gain of $1,589,224. As
costs of litigation exceeded the funds received from the Settlement, as per the
lawsuit initiated by Geneva and IGC, on behalf of the Company, Intergold did not
receive any cash benefit from the Settlement.

As a result of the settlement of the lawsuit, management has ceased all
exploration in the Blackhawk Property.


NOTE 10: INCOME TAXES
--------------------------------------------------------------------------------

The Company incurred losses for the years ended December 31, 2002 and 2001 of
approximately $250,145 and $2,678 respectively. The Company has adopted FASB No.
109 for reporting purposes. As of December 31, 2002, the Company had net
operating loss carry forwards of approximately $10,875,000 that may be available
to reduce future years' income taxable income and will expire between the years
2007 - 2016. Due to the uncertainty of realization the Company has provided a
full valuation allowance for the deferred tax assets resulting from these loss
carry forwards.

                                      30
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     The Company's principal independent accountant from August 9, 2000 to the
current date is Labonte & Co., 610 - 938 Howe Street, Vancouver, British
Columbia, Canada V6Z 1N9.

















                                       31
<PAGE>

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

Identification of Directors and Executive Officers

     The directors and executive officers of the Company are as follows:

Name                       Age               Position with the Company
----                       ---               ------------------

Grant Atkins               42                President/Chief Executive Officer/
                                             Secretary/Treasurer/Chief Fiancial
                                             Officer and Director

     The directors and executive officers of the Company's wholly-owned
subsidiary, International Gold Corporation ("INGC") are as follows:

Name                       Age               Position with INGC
----                       ---               ------------------

Grant Atkins               44                President/Secretary/Treasurer and
                                             Director


     GRANT ATKINS has been the President of the Company since 2001 and the
Secretary, Treasurer and a Director of the Company since September of 1998. Mr.
Atkins has also been the sole director and the President, Secretary and
Treasurer of Intergold Mining Corporation since March of 1998. Mr. Atkins has
provided organization and controller duties in the Company since its formation.
For the past six years, Mr. Atkins has been self-employed and has acted as a
financial and project coordination consultant to clients in government and
private industry. He has extensive multi-industry experience in the fields of
finance, administration and business development. During 1998 through current
date, Mr. Atkins is a consultant through the private management companies of
TriStar Financial Services, Inc. and Investor Communications International, Inc.
Mr. Atkins is the director and president for Vega-Atlantic Corporation, a public
traded corporation engaged in the worldwide exploration and development of oil

                                       32
<PAGE>

and gas, gold and other minerals. Mr. Atkins is also a member of the board of
directors of Petrogen Corp., a publicly traded corporation engaged in the energy
industry and a member of the board of directors of GeneMax Corp., a publicly
traded biotechnology corporation specializing in the discovery and development
of immunotherapeutics aimed at the treatment and eradication of cancer and
therapies for infectious diseases, autoimmune disorders and transplant tissue
rejection.

Involvement in Certain Legal Proceedings

     As of the date of this Annual Report, no director or executive officer of
the Company is or has been involved in any legal proceeding concerning (i) any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time; (ii) any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses) within the past five years; (iii) being
subject to any order, judgment or decree permanently or temporarily enjoining,
barring, suspending or otherwise limiting involvement in any type of business,
securities or banking activity; or (iv) being found by a court, the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law (and the judgment has
not been reversed, suspended or vacated).

Audit Committee Financial Expert

     As of the date of this Annual Report, the Board of Directors of the Company
has determined that the Company does not have an audit committee financial
expert nor does the Company have an audit committee.

Compliance with Section 16(a) of the Exchange Act

     Section 16(a) of the Exchange Act requires the Company's directors and
officers, and the persons who beneficially own more than ten percent of the
common stock of the Company, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Copies of all filed
reports are required to be furnished to the Company pursuant to Rule 16a-3
promulgated under the Exchange Act. Based solely on the reports received by IGCO
and on the representations of the reporting persons, the Company believes that
these persons have complied with all applicable filing requirements during the
fiscal year ended December 31, 2002.

ITEM 10. EXECUTIVE COMPENSATION

Compensation of Officers and Directors

     As of the date of this Annual Report, all executive officers and directors
of the Company are reimbursed for any out-of-pocket expenses incurred by them on
behalf of the Company. Previously, all officers of the Company may be paid up to
$5,000 per month for their executive officer roles, however, no such expenses
were incurred during fiscal year ended December 31, 2002. Gary Powers, the
previous President of the Company, had invoiced the Company through Guest
Investments Ltd ("Guest Investments") for management consulting services
performed. However, no such fees were incurred by the Company during fiscal
years ended December 31, 2002 and 2001. Grant Atkins derives remuneration from
the Company directly and through Investor Communications International, Inc.
("ICI"), which provides a wide range of management, financial and administrative
services to the Company.

                                       33
<PAGE>

     As of fiscal year ended December 31, 2001, the Company and INGC had accrued
a total of approximately $52,000 as officers and directors executive
compensation, which was cancelled effective December 31, 2001, resulting in a
recovery of directors' fees for fiscal year ended December 31, 2001.

     During fiscal year ended December 31, 2002, $106,000 was incurred payable
to ICI and Amerocan for amounts due and owing for operational management,
administrative, financial and other services rendered. During fiscal year ended
December 31, 2002, net cash advances of $11,950 were made by ICI to the Company.
During fiscal year ended December 31, 2002, the Company paid $-0- to ICI and
Amerocan towards an aggregate principal amount due of $872,803 and $151,000,
respectively, plus accrued interest. Grant Atkins, the Company's
officer/director is employed by ICI and part of the management team provided by
ICI to the Company.

     During fiscal year ended December 31, 2002, Grant Atkins received
approximately $21,075 from ICI for services provided to the Company. See
"Summary Compensation Table" below.

     Executive compensation is subject to change concurrent with the Company's
requirements. None of the officers and directors of the Company are officers or
directors of Amerocan or ICI, nor does the Company own of record capital stock
of Amerocan or ICI, although an officer/director of the Company is part of the
management team of ICI.

         Summary Compensation Table

                               Annual Compensation        Awards   Payouts
                              ---------------------      --------  -------
                                 $      $       $       $     #      $
Name/Position     Year       Salary  Bonus   Other     RSA Options  LTIP   Other
-------------     ----       ------  -----   -----     --- ------- ------  -----
                                                  (1)
Gary Powers       2000          0      0    $33,000     0  100,000    0      0
Prior Pres./      2001          0      0       0        0     0       0      0
Director          2002          0      0       0        0     0       0      0

                                                  (1)
Grant Atkins      2000          0      0    $57,500     0 1,000,000   0      0
Pres./Director    2001
                                0      0    $12,500     0     0       0      0
                  2002          0      0    $21,075     0     0       0      0

                                                  (1)
Harold Gooding    2000          0      0    $13,500     0   200,000   0      0
Prior Director    2001          0      0       0        0     0       0      0
                  2002         n/a

     (1)
     Received pursuant to respective contractual arrangements between the
Company and Guest Investments, Ltd., and/or Amerocan Marketing, Inc. and/or ICI.

Non-Qualified Stock Option Plan

     During fiscal years ended 1999 and 2000, the Board of Directors of IGCO
authorized the grant of stock options to certain officers, directors and
significant consultants. As of the date of this Annual Report, there are
3,450,000 stock options granted and outstanding which are exercisable into
3,450,000 shares of Common Stock. Stock options granted to executive officers
and directors of the Company are as reflected below in the "Options/SAR Grants
Table." As of the date of this Annual Report, none of the officers, directors or
significant consultants have exercised such stock options.

                                       34
<PAGE>

     Options/SAR Grants Table

--------------------------------------------------------------------------------
Name               Number of    Percent of Total   Exercise Price      Date of
                  Securities    Options Granted                      Expiration
                  Underlying
                   Options
--------------------------------------------------------------------------------

Harold Gooding     100,000          2.89%              $0.50          12/27/17
                   100,000          2.89%              $1.00          12/27/17

Gary Powers         50,000          1.45%              $0.50          12/27/17
                    50,000          1.45%              $1.00          12/27/17

Grant Atkins       500,000         14.49%              $0.50          12/27/17
                   500,000         14.49%              $1.00          12/27/17

Total            1,300,000         37.68%
-------------------------------------------------------------------------------

No share options have been exercised as at the date of this Annual Report.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the name and address, as of the date of this
Annual Report, and the approximate number of shares of Common Stock of IGCO
owned of record or beneficially by each person who owned of record, or was known
by the Company to own beneficially, more than five percent (5%) of the Company's
Common Stock, and the name and shareholdings of each officer and director, and
all officers and directors as a group as of the date of this Annual Report.

--------------------------------------------------------------------------------
Title of Class        Name and Address         Amount and Nature     Percent of
                    of Beneficial Owner       of Beneficial Owner     of Class
--------------------------------------------------------------------------------
                                                              (1)
Common Stock         Alexander Cox                   14,445,000        18.73%
                     428 - 755 Burrard Street
                     Vancouver, British Columbia
                     Canada V6Z 1X6
                                                              (1)
Common Stock         Buffy Holdings Ltd.              8,467,400        10.98%
                     C/O Frederick Gottlieb
                     P.O. Box AB20405 Marsh Harbor,
                     Abaco Bahamas
                                                              (1)
Common Stock         Intergold Mining Corporation    17,424,300        22.59%
                     3305 W. Spring Mountain Road
                     Suite 60
                     Las Vegas, Nevada 89102
                                                              (1)
Common Stock         Investor Communications          6,992,000         9.06%
                      International, Inc.
                     435 Martin Street, Suite 2000
                     Blaine, Washington 98320
                                                              (1)
Common Stock         Phoenix Asset Corp.              5,709,300         7.40%
                     P.O. Box W-960
                     St. Johns, Antigua
                                                             (2)
Common Stock         All officers and directors       1,000,000         0.14%
                     as a group (1 person)

--------------------------------------------------------------------------------
(1)
  These are restricted shares of Common Stock.
(2)
  Includes the assumption of the exercise of 1,000,000 options by the
officer/director as option holder pursuant to the terms of the Non-Qualified
Stock Option Plan to purchase 500,000 shares of restricted Common Stock at $0.50
per share and 500,000 shares of restricted Common Stock at $1.00 per share,
respectively.

                                       35
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Consulting Services Agreement

     On January 1, 1999, the Company and ICI entered into the Consulting
Services Agreement for a period of two years, which was renewed on January 1,
2001 for an additional two year term. Subsequent to January 1, 2003, the
Consulting Services Agreement has been renewed on a month-to-month basis.
Pursuant to the terms and provisions of the Consulting Services Agreement, ICI
shall provide to the Company such finance and managerial services as may be
determined by the Board of Directors, from time to time, and in its sole and
absolute discretion, in order to develop the various business interests of the
Company. Pursuant to further terms and provisions of the Consulting Services
Agreement, ICI shall be paid a monthly fee not to exceed $75,000 for services
rendered.

     In connection therewith, Grant Atkins, an officer/director of the Company,
is employed by ICI and part of the management team provided by ICI to the
Company, and derives remuneration from ICI for such services rendered to the
Company. During fiscal year ended December 31, 2002, Mr. Atkins was paid by ICI
approximately $21,075 for services rendered by him through ICI to the Company.

     Grant Atkins, the officer/director of the Company, is engaged in other
businesses, either individually or through partnerships and corporations in
which he may have an interest, hold an office or serve on the boards of
directors. Certain conflicts of interest, therefore, may arise between the
Company and the officer/director. Such conflicts can be resolved through the
exercise by the officer/director of judgment consistent with his fiduciary
duties to the Company. Grant Atkins intends to resolve such conflicts in the
best interests of the Company. Moreover, Grant Atkins will devote his time to
the affairs of the Company as he deems necessary.

                                       36

<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a) The following exhibits are filed as part of this Annual Report.

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

     (b) Reports on Form 8-K.

         None.

ITEM 14. CONTROLS AND PROCEDURES

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

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

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: July 8, 2003                          By: /s/ GRANT ATKINS
                                             ---------------------------
                                             Grant Atkins
                                             Director, President/Chief Executive
                                             Officer

Dated: July 8, 2003                          By: /s/ GRANT ATKINS
                                             ---------------------------
                                             Grant Atkins
                                             Treasurer/Chief Financial Officer


                                       37


<PAGE>



                                  CERTIFICATION

I, Grant Atkins, certify that:


    1. I have reviewed this annual report on Form 10-KSB of Intergold
    Corporation;

    2. Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this annual report;

    3. Based on my knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in all
    material respects the financial condition, results of operations and cash
    flows of the registrant as of, and for, the periods presented in this
    annual report;

    4. I am responsible for establishing and maintaining disclosure controls and
    procedures (as defined in Exchange Act Rules 13a-14 and 15 d-14) for the
    registrant and have:

       (a) designed such disclosure controls and procedures to ensure that
       material information relating to the registrant, including its
       consolidated subsidiaries, is made known to me by others within those
       entities, particularly during the period in which this annual report
       is being prepared;

       (b) evaluated the effectiveness of the registrant's disclosure controls
       and procedures as of a date within 90 days prior to the filing date of
       this annual report (the "Evaluation Date"); and

       (c) presented in this annual report my conclusions about the
       effectiveness of the disclosure controls and procedures based on my
       evaluation as of the Evaluation Date;

    5. I have disclosed, based on my most recent evaluation, to the registrant's
    auditors:

       (a) all significant deficiencies in the design or operation of internal
       controls which could adversely affect the registrant's ability to record,
       process, summarize and report financial data and have identified for the
       registrant's auditors any material weaknesses in internal controls; and

       (b) any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       controls; and

    6. I have indicated in this annual report whether or not there were
    significant changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of my most
    recent evaluation, including any corrective actions with regard to
    significant deficiencies and material weaknesses.



                                       /s/ GRANT ATKINS
                                       ___________________________
                                           Grant Atkins
                                           President and Chief Executive Officer

Date: July 8, 2003



                                       /s/ GRANT ATKINS
                                       ___________________________
                                           Grant Atkins
                                           Treasurer and Chief Financial Officer

Date: July 8, 2003