U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB


(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, 2000

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

         For the transition period from _____ to _______

                         Commission file number 0-25455

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

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

                    5000 Birch Street, West Tower, Suite 4000
                         Newport Beach, California 92660
                    -----------------------------------------
                    (Address of Principal Executive Offices)

                                 (949) 476-3611
                                 --------------
                           (Issuer's telephone number)

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


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

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

     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, 2000): $ -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, 2001: $162,570.

     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 22, 2001

Common Stock, $.00025 par value          81,140,600


<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  "IGCO"),  was
primarily  engaged in the business of exploration of gold and precious metals in
the United States. In 1996, IGCO was incorporated under the laws of the State of
Nevada under the name All Wrapped Up, Inc.  During 1997,  control and management
of IGCO changed, its primary business focus was redirected to the exploration of
gold and precious metals, and its name was changed to Intergold Corporation.

         IGCO's  operational  business  activities  had been carried out through
International Gold Corporation  ("INGC"), a private  wholly-owned  subsidiary of
IGCO.  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,  INGC's assets consist of title to only 28 of the unpatented lode mining
claims  located on the Blackhawk  Property.  The  unpatented  lode mining claims
retained by INGC are for purposes  relating only to the litigation  initiated by
INGC, on behalf of IGCO, against AuRIC Metallurgical Laboratories, LLC ("AuRIC")
and Dames & Moore.

         IGCO also previously owned forty-nine  percent (49%) of a future profit
sharing  interest  in  profits  to be  realized  from  the  exploration  of  439
unpatented  lode mining  claims  located in an area  adjacent  to the  Blackhawk
Property (the  "Blackhawk II Property").  INGC  previously held title to the 439
unpatented  lode mining claims on the  Blackhawk II Property.  As of the date of
this Annual Report,  neither INGC nor Goldstate  Corporation  hold title to such
mining claims on the Blackhawk II Property.

     The  Blackhawk  Property  was  initially  explored  by surface  mapping and
sampling  and  recirculation  drilling  which  identified  a  large  potentially
mineralized   zone  on  the  Blackhawk   Property   showing   anomalously   high
concentrations of gold from certain assays. Subsequently, the Blackhawk Property
was further explored by drilling nine core holes each to a depth of five hundred
feet.

     Management of IGCO retained AuRIC Metallurgical  Laboratories,  LLC of Salt
Lake City,  Utah  ("AuRIC") to carry out fire assay  testing and chemical  leach
analysis of core samples derived from the drilling. AuRIC developed a fire assay
procedure  that was  validated in a November 30, 1998 report by Dames and Moore,
an internationally  recognized engineering and consulting firm ("Dames & Moore")
entitled  Verification  of Validity of  Developed  Analytical  Procedures  - The
Blackhawk  Project" and in a subsequent  report dated  January 6, 1999  entitled
Determination of Repeatability of the Verified Developed  Analytical  Procedures
for the Blackhawk Project".

     AuRIC  conducted  this fire assay  procedure on the core samples of each of
the nine holes drilled. Such assays at fifty-foot intervals indicated an average
gold and silver  grade of 0.090 and 0.190  ounces per ton,  respectively.  AuRIC
also provided  further assays at every  five-foot  interval  throughout  each of
eight drill core holes.  Such assays  indicated an average gold and silver grade
of 0.075 and 0.179 ounces per ton, respectively.

     The  services  of Dames & Moore  were also  engaged  by IGCO  directly  and
indirectly  through  AuRIC to  provide  validation  audits  during the assay and
metallurgical  recovery  process  conducted  by  AuRIC.  In  November  of  1998,
according  to  independent  testing  conducted  by Dames & Moore,  Dames & Moore
validated AuRIC's fire assay and metallurgical  recovery  procedures as a method
to verify the existence of gold and silver mineralization.  The positive outcome
of the  testing  program  conducted  by Dames & Moore  formed the subject of the
November  30,  1998  report   referenced   above,   providing   verification  of
mineralization in the actual testing.  Dames & Moore  subsequently  verified the
fire and chemical assay  techniques and procedures  developed by AuRIC and their
repeatability.

     IGCO  subsequently  entered  into  multiple  work orders with Dames & Moore
relating to a variety of services,  such as professional and independent project
management, project cost control, geological mapping and studies, permitting and
land use,  chain of custody drill sample  collection,  environmental  assessment
reports, survey mapping,  petrographic studies, data management and entry, chain
of custody assay database,  geographic information systems, development geology,
project  control,  scheduling,  geology  support,  chain  of  custody  protocol,
laboratory evaluations, public involvement, and field mobilization.


                                       1

<PAGE>

     INGC, on behalf of IGCO, entered into an Agreement for Services dated March
18, 1999 (the  "Agreement  for  Services")  with AuRIC  whereby  AuRIC agreed to
perform certain  services,  including the development of proprietary  technology
and  know-how  relating  to fire and  chemical  assay  analysis  techniques  and
metallurgical ore extraction procedures developed specifically for the Blackhawk
Property.

     AuRIC and Geneva Resources,  Inc., a Nevada corporation  ("Geneva") entered
into  a  Technology  License  Agreement  dated  March  17,  1999  (the  "License
Agreement") whereby AuRIC agreed to supply the proprietary  technology to Geneva
and grant to Geneva the right to sub-license the proprietary  technology to IGCO
for use on the Blackhawk Property. IGCO and Geneva simultaneously entered into a
Technology   Sub-License  Agreement  dated  March  18,  1999  (the  "Sub-License
Agreement")  whereby IGCO acquired from Geneva a sub-license to utilize  AuRIC's
proprietary  information and related precious metals recovery processes to carry
out assay testing and  metallurgical  recovery  analysis of core samples derived
from drilling on the Blackhawk Property.

     Pursuant to certain  contractual  terms and  provisions,  AuRIC and Dames &
Moore  have not been  successful  in  transferring  the  proprietary  fire assay
technology  to any  independent  third party  assay  laboratory.  Therefore,  on
September  27,  1999,  Geneva  and  INGC,  on behalf  of IGCO,  initiated  legal
proceedings  against AuRIC for multiple  breaches of contract  stemming from the
Agreement for Services, the License Agreement, and the Sub-License Agreement and
against  Dames & Moore in a  declaratory  relief  cause of action.  See "Item 3.
Legal Proceedings".

     Subsequent  to initiation  of legal  proceedings  against AuRIC and Dames &
Moore,  during  November 1999,  IGCO engaged the services of Strathcona  Mineral
Services  Limited  ("Strathcona")  to  review  the  available  data and  provide
independent assay and metallurgical  recovery testing.  Strathcona analyzed both
core samples from previous  drilling and surface samples collected by Strathcona
using  assaying  and  extractive  leach  procedures.  The  methods  utilized  by
Strathcona included fire assaying,  neutron activation assaying, and cyanide and
thiourea  leaching for gold.  The tests were  performed on some of the splits of
core materials from which AuRIC had previously performed over 800 assays and had
reported  some of the highest  gold  results to IGCO (gold values of 0.1 to 94.1
g/t).

     Strathcona  engaged the  laboratories of Lakefield  Research and Activation
Laboratories for testing  analysis.  Strathcona  reported that both laboratories
could not find gold  above the  minimum  detection  limits in the  samples,  and
concluded that based on the samples  provided,  gold and silver were not present
in economic quantities on the Blackhawk Property.

     During November 1999, IGCO also engaged Mineral Science, Limited of London,
England ("Mineral Science"),  which obtained the services of the internationally
recognized  facilities of OMAC  Laboratories  Ltd to provide fire assay, ICP and
geochemical analysis and CSMA Consultants Ltd. to perform leach testing.  Splits
of the same samples provided to Strathcona were provided to Mineral Science. The
results  obtained from Mineral  Science  confirmed and  reiterated  the negative
findings of Strathcona, that gold values were below the detection limits.

     As of the date of this  Annual  Report,  management  of IGCO has  suspended
further  exploration  of the  Blackhawk  Property  indefinitely  due to (i)  the
independent  assessment  information  from  Strathcona and Mineral Science which
does not support the claims of AuRIC and Dames & Moore,  (ii) the  existence  of
multiple breaches of contract by AuRIC and Dames & Moore under the Agreement for
Services and the License Agreement, and (iii) the ensuing litigation against
AuRIC  and  Dames & Moore.  Due to the  litigation,  there is a chance  that the
transfer of the proprietary technology under the Sub-License Agreement may never
occur.

ITEM 2. PROPERTIES

     IGCO does not own any real estate or other  properties.  IGCO leases office
space and its offices are located at 5000 Birch Street,  West Tower, Suite 4000,
Newport Beach, California 92660.

                                       2

<PAGE>


ITEM 3. LEGAL PROCEEDINGS

     On September 27, 1999, Geneva and INGC, on behalf of IGCO,  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.

     INGC and AuRIC entered into the Agreement for Services whereby AuRIC agreed
to perform certain services, including the development of proprietary technology
and  know-how  relating  to fire and  chemical  assay  analysis  techniques  and
metallurgical ore extraction procedures developed specifically for the Blackhawk
Property.  Dames & Moore  verified the fire and chemical  assay  techniques  and
procedures  developed  by  AuRIC  and  their  repeatability,  and  metallurgical
recovery  procedures.  IGCO subsequently  entered into multiple work orders with
Dames & Moore  relating to a variety of services.  Geneva and AuRIC entered into
the  License  Agreement  whereby  AuRIC  agreed to (i)  supply  the  proprietary
technology to Geneva,  (ii) grant to Geneva a license to use such  technology on
its  claims  located  adjacent  to the  Blackhawk  Property  and  the  right  to
sub-license  the  proprietary  technology  to  IGCO  for  use on  the  Blackhawk
Property.  IGCO and Geneva simultaneously entered into the Sub-License Agreement
whereby IGCO and INGC  acquired  from Geneva a  sub-license  to utilize  AuRIC's
proprietary  information,  assay technology and related precious metals recovery
processes on the Blackhawk Property.

     On September 27, 1999, Geneva and INGC, on behalf of IGCO,  initiated legal
proceedings against AuRIC for: (i) multiple breaches of contract relating to the
Agreement for Services and the License Agreement,  respectively,  including, but
not limited to, establishment and facilitation of the proprietary technology and
fire assay procedures developed by AuRIC at an independent assay lab and failure
to deliver the  proprietary  technology and procedures to IGCO 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 IGCO,  also  named  Dames & Moore in the legal
proceeding in a declaratory relief cause of action.

     On  October  8,  1999,  Geneva  and INGC,  on behalf of IGCO,  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 IGCO,  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,  INGC, IGCO and Brent
Pierce for breach of contract  against Geneva,  breach of contract against INGC,
breach of contract against Pierce,  defamation  against IGCO,  INGC,  Geneva and
Pierce,  injuctions against IGCO, INGC, Geneva and Pierce, amongst other claims.
In their defamation claim against IGCO, the plaintiffs seek 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  IGCO,  AuRIC and Ahmet  Altinay seek  attorney's  fees and
costs.

     On June 21,  2000,  Geneva  and INGC,  on  behalf  of IGCO,  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, and
Dr. Michael B. Merhtens, who provided consulting services to INGC. The amendment
also added certain claims of other entities  involved through Geneva against the
defendants.  The proprietary technology forms the basis of claims made by Geneva
and INGC, on behalf of IGCO, in the complaints as filed with the District Court.
Geneva and INGC, on behalf of IGCO, allege that the proprietary technology does


                                       3

<PAGE>


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  requires  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 IGCO, intend
to  obtain  an expert  opinion  as to the  validity  or  ineffectiveness  of the
proprietary technology.

     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.

     As of the date of this Annual Report, various depositions have been
taken by various parties to the lawsuit.  Discovery and document production have
been conducted by both sides to the dispute. Geneva and INGC, on behalf of IGCO,
continue to pursue all such legal  actions  and review  further  legal  remedies
against  AuRIC  and Dames & Moore,  and have  hired  an expert
witness in this regard.

     On approximately June 14, 2000, Dames & Moore filed an action against IGCO,
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 seeks  foreclosure  of a lien against IGCO and/or
INGC which purportedly  arose in favor of Dames & Moore.  Dames & Moore seeks to
have the  mining  claims  sold to  compensate  Dames & Moore  for its  services,
materials and equipment. Dames & Moore also seeks its fees and costs incurred in
enforcing its claimed lien.  IGCO and INGC filed an answer on or about August 8,
2000. No discovery has occurred in the Idaho Lawsuit. IGCO intends to vigorously
contest the claims and allegations of Dames & Moore.

     Due to IGCO's  knowledge  that the  Blackhawk  Property's  unpatented  lode
mining claims do not contain commercial  quantities of gold or silver,  IGCO has
ceased  to  maintain  and pay  annual  fees  relating  to most of the  Blackhawk
Property  claimed areas,  except for certain claims  relating to the litigation.
Moreover,  management deems the proprietary technology purported to be developed
by AuRIC and  verified by Dames & Moore is crucial  with  respect to  successful
exploration of the Blackhawk Property.  Management has suspended  exploration of
the Blackhawk  Property and works  exclusively  towards  resolution of the legal
proceedings.  Management believes that the legal proceedings will prove that the
alleged proprietary technology is invalid.

     If the proprietary technology is proven to be invalid and not transferable,
and  INGC/Geneva are not successful in the outcome of the litigation and damages
are not  awarded,  IGCO may not be able to  recover  its  potential  losses  and
expenses  incurred  due to the breach of the  Sub-License  Agreement  by Geneva.
However,  if  the  proprietary  technology  is  proven  to be  invalid  and  not
transferable,  and  INGC/Geneva are successful in the outcome of the litigation,
INGC/Geneva may receive damages from AuRIC and Dames & Moore.  Geneva's  damages
result  primarily from its inability to transfer the  proprietary  technology to
IGCO in accordance with the provisions of the Sub-License Agreement.  Management
believes  that IGCO will,  under these  circumstances,  be entitled to receive a
pro-rata portion of the awarded damages for potential losses incurred due to the
breach of the Sub-License Agreement by Geneva.

                                       4

<PAGE>


     IGCO 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 IGCO may have under the  Sub-License  Agreement
with Geneva.  If damages are  recovered  in the lawsuit  initiated by Geneva and
INGC,  on behalf of IGCO,  IGCO will  receive a pro rata  share of such  damages
relating to its claims and causes of action in relation to all other  claims and
causes of action for which damages are recovered.  Thus, Geneva will receive any
such  pro  rata  share  of the  damages  recovered  pursuant  to the  terms  and
provisions  of the  Assignment  Agreement.  Management  believes that IGCO will,
under these  circumstances,  be  entitled  to receive a pro-rata  portion of the
awarded  damages  for  potential  losses  incurred  due  to  the  breach  of the
Sub-License Agreement by Geneva.

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

     No matters  were  submitted  to a vote of IGCO's  shareholders  through the
solicitation of proxies or otherwise during fiscal year ended December 31, 2000.

ITEM 5. MARKET FOR REGISTRANT'S 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 IGCO's common stock is limited, volatile
and  sporadic.  The  following  table sets  forth the high and low sales  prices
relating to IGCO'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, 2000                  DECEMBER 31, 1999
                  ------------------------------------------------------------
                  HIGH BID          LOW BID          HIGH BID         LOW BID
                  ------------------------------------------------------------

First Quarter     $0.700            $0.046           $1.937           $0.593
Second Quarter    $0.120            $0.045           $2.125           $0.630
Third Quarter     $0.050            $0.015           $1.00            $0.375
Fourth Quarter    $0.024            $0.005           $0.312           $0.090

Holders

     As of January 31, 2001, IGCO had approximately 87 shareholders of record.

Dividends

     No dividends  have ever been  declared by the board of directors of IGCO 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 IGCO 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. During the fiscal year ended December 31, 2000, the
Series A Preferred  dividend  was paid  through the issuance of shares of common
stock to  shareholders  who elected to convert their  shareholdings  into common
stock.  Accordingly,  366,700  shares of common  stock were  issued at $0.25 per
share representing payment of a total dividend of $91,675.

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

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
        RESULTS OF OPERATIONS

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

For Fiscal Year Ended December 31, 2000 compared with Fiscal Year Ended
December 31, 1999


                                       5

<PAGE>

General

     As of the date of this  Annual  Report,  there has been no income  realized
from the business  operations of IGCO. IGCO's primary source of financing during
the year has been from proceeds received by IGCO from the conversion of Series A
Warrants into shares of IGCO's common stock at the redemption price of
$0.25 per Series A Warrant and cash  advances  provided to IGCO as debt.  During
fiscal year ended December 31, 2000, an aggregate of 3,000,000 Series A Warrants
were converted into 3,000,000  shares of IGCO'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 IGCO and all then  accrued  and
unpaid  dividends are convertible  into common stock at the conversion  price of
$0.25 per share.  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
IGCO's Common Stock and an additional 366,700 shares of IGCO's Common Stock were
issued as a dividend  pursuant  to such  conversion.  Six  million  Two  Hundred
Thousand Series A Warrants remaining outstanding which IGCO will redeem at $0.01
per warrant. See "- Liquidity and Capital Resources".

Results of Operation

     IGCO's  net  losses  for  fiscal   year  ended   December   31,  2000  were
approximately  $2,940,123 compared to a net loss of approximately $5,803,534 for
fiscal year ended December 31, 1999.

     During  fiscal  year  ended  2000,  IGCO  recorded  operating  expenses  of
$2,940,123 as compared to $5,803,534 of operating  expenses recorded in the same
period for fiscal year ended 1999.  Property  exploration  expenses decreased by
approximately  $4,084,308 during fiscal year ended 2000 from $4,129,500 incurred
during  fiscal year ended 1999 compared to $45,192  incurred  during fiscal year
ended 2000.  This  decrease  in  property  exploration  expenses  resulted  from
suspension  of  any  further  exploration  of the  Blackhawk  Property  and  the
cessation of work orders for research,  development and  metallurgical  services
compared to the significant  property  exploration expenses incurred during 1999
relating to amounts paid by IGCO for  research,  development  and  metallurgical
services performed associated with contractual agreements between IGCO and AuRIC
and Geneva and Dames & Moore.

         General and administrative expenses also decreased by approximately
$481,247  during fiscal year ended 2000 from  $1,291,344  incurred during fiscal
year ended 1999  compared to $810,097  incurred  during  fiscal year ended 2000.
This  decrease in  administrative  expenses  was due  primarily to a decrease in
overhead and  administrative  expenses  resulting from the decreasing  scale and
scope  of  overall  corporate   activity   pertaining  to  the  exploration  and
administration of the Blackhawk Property.

     During fiscal year ended 2000,  IGCO recorded a loss of  $1,424,213,  which
resulted from the settlement of advances and accrued interest of $603,378 by the
issuance of 20,345,900  shares of Common Stock with a fair value of  $2,011,260.
Although  IGCO  incurred  this  loss of  $1,424,213,  as  discussed  above,  the
significant  decrease in net loss during fiscal year ended  December 31, 2000 as
compared to fiscal year ended December 31, 1999 is attributable primarily to the
substantial  decrease  in property  exploration  expenses.  IGCO's net  earnings
(losses)  during  fiscal  year  ended  December  31,  2000  were   approximately
($2,940,123)  or  ($0.040)  per share  compared  to a net loss of  approximately
($5,803,534)  or ($0.112) per share during fiscal year ended  December 31, 1999.
The weighted  average number of shares  outstanding  were  73,224,722 for fiscal
year ended  December  31,  2000  compared  to  51,830,453  for fiscal year ended
December 31, 1999.

Liquidity and Capital Resources

     IGCO'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  IGCO be  unable to  continue  in
operation.

     As of fiscal year ended December 31, 2000,  IGCO's total assets were $3,368
compared to total assets of $30,023 for fiscal year ended 1999. This decrease in
total assets from fiscal year ended 1999 was due primarily to a decrease in cash
and cash  equivalents  and the  $20,000  valuation  adjustment  upon the sale of
IGCO's  ownership of 1,000,000  shares of  restricted  common stock of Goldstate
Corporation.  On February 11, 2000, IGCO transferred to Investor  Communications
International,  Inc.  ("ICI")  its  equity  ownership  of  1,000,000  shares  of
restricted  common stock of Goldstate  Corporation  for settlement of a debt and
accrued  interest in the amount of $150,000,  which  represented  prior advances
made by ICI to IGCO.

                                      6

<PAGE>


     As of fiscal year ended December 31, 2000,  IGCO's total  liabilities  were
$2,227,440  compared to total  liabilities  of $2,278,562  for fiscal year ended
1999. This decrease in liabilities from fiscal year ended 2000 was due primarily
to  settlement  of  advances  and  accrued  interest  due and  owing  by IGCO to
significant  shareholders  and debt  holders  in the amount of  $603,378  by the
issuance of 20,345,900 shares of Common Stock.

     Stockholders'  Deficit  decreased from  $(2,248,539)  for fiscal year ended
December 31, 1999 to $(2,224,072) for fiscal year ended December 31, 2000.

Audit Committee

     As of the date of this Annual Report,  IGCO 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 IGCO.  When  established,  the audit
committee's  primary  function will be to provide  advice with respect to IGCO's
financial  matters  and to  assist  the board of  directors  in  fulfilling  its
oversight  responsibilities   regarding  finance,   accounting,  tax  and  legal
compliance.  The audit committee's primary duties and  responsibilities  will be
to: (i) serve as an independent and objective party to monitor IGCO's  financial
reporting  process and  internal  control  system;  (ii) review and appraise the
audit efforts of IGCO's independent accountants; (iii) evaluate IGCO's quarterly
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 regulatory  provision of
non-audit  services is compatible  with  maintaining  the principal  independent
accountant's independence.

         Audit Fees

     As of the date of this  Annual  Report,  IGCO has  incurred  $7,500 as fees
billed  by  its  principal  independent  accountant  for  professional  services
rendered in connection with preparation of IGCO's audited  financial  statements
for fiscal year ended  December  31,  2000.  For fiscal year ended  December 31,
2000,  IGCO  incurred  $19,489  as  fees  billed  by its  principal  independent
accountant  for all  other  non-audit  services  (including  reviews  of  IGCO's
quarterly financial statements).

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

         Report of Independent Public Accountants
         Consolidated Balance Sheet
         Consolidated Statements of Operations
         Statements of Stockholders' Equity
         Consolidated Statement of Cash Flow
         Notes to Consolidated Financial Statements


                                       7

<PAGE>



                              INTERGOLD CORPORATION
                         (An Exploration Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS


                                DECEMBER 31, 2000


<PAGE>




                                TABLE OF CONTENTS
                                                                        PAGE

Table of Contents                                                        11

Auditors' Report                                                         12

Consolidated Balance Sheets                                              13

Consolidated Statements of Operations                                    14

Consolidated Statements of Cash Flows                                    15

Consolidated Statement of Stockholders' Equity                           16 - 17

Notes to Consolidated Financial Statements                               18 - 26










                                       9

<PAGE>




              LABONTE & CO.                       1205 - 1095 WEST PENDER STREET
--------------------------------------------      VANCOUVER, BC  CANADA
 C H A R T E R E D  A C C O U N T A N T S         V6E 2M6
--------------------------------------------      TELEPHONE      (604) 682-2778
                                                  FACSIMILE      (604) 689-2778
                                                  EMAIL        RJL@LABONTECO.COM







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


To the Stockholders and Board of Directors of Intergold Corporation

We have audited the  consolidated  balance  sheet of Intergold  Corporation  (an
exploration  stage  company)  as at  December  31,  2000  and  the  consolidated
statements of operations,  stockholders' equity and cash flows for the year 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 audit 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 audit  provides 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, 2000
and the  results  of its  operations  and its  cash  flows  and the  changes  in
stockholders'  equity for the year then ended in  accordance  with United States
generally accepted accounting principles.

The  financial  statements  as at December  31, 1999 and for the year then ended
were audited by other auditors who expressed an opinion  without  reservation in
their report dated March 13, 2000.



                                                           CHARTERED ACCOUNTANTS


Vancouver, B.C.
January 31, 2000


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
January 31, 2001 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.



                                                           CHARTERED ACCOUNTANTS

Vancouver, B.C.
January 31, 2001




<PAGE>


<TABLE>
<CAPTION>

                                                         INTERGOLD CORPORATION
                                                    (An Exploration Stage Company)
                                                      Consolidated Balance Sheet

                                                                                           December 31,       December 31,
                                                                                               2000               1999
                                                                                          ---------------    ----------------

                                                                ASSETS
<S>                                                                                     <C>                <C>
CURRENT ASSETS
  Cash and cash equivalents                                                             $            406   $           1,469
   Prepaid expenses                                                                                    -               5,000
                                                                                          ---------------    ----------------

                                                                                                     406               6,469
PROPERTY PLANT AND EQUIPMENT
  Equipment (net of accumulated depreciation)                                                      2,962               3,554
OTHER ASSETS
  Available-for-sale investments                                                                       -              20,000
                                                                                          ---------------    ----------------

      Total Assets                                                                      $          3,368   $          30,023
                                                                                          ===============    ================

                                                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                                      $        404,482   $         367,691
  Advances payable (Note 3)                                                                      898,545           1,025,030
  Directors fees payable                                                                          52,000              45,500
  Notes payable (Note 4)                                                                         551,890             551,890
  Accrued Series A warrant redemption payable                                                     60,000              90,000
  Accrued interest payable                                                                       260,523             198,451
                                                                                          ---------------    ----------------

      Total Liabilities                                                                        2,227,440           2,278,562
                                                                                          ---------------    ----------------

CONTINGENCIES (Notes 1 & 9)

STOCKHOLDERS' EQUITY (DEFICIT) (Note 5)
  Common stock $.00025 par value; authorized at December 31, 2000
     125,000,000 shares; 81,140,600 (1999 - 56,328,000) shares issued and outstanding             20,284              14,081
  Preferred stock, $.001 par value; authorized at December 31, 2000
    75,000,000 shares; issued and outstanding at December 31, 2000
    Series A - 6,200,000 shares                                                                    6,200               7,300
    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                                                                10,317,039           7,415,877
  Accumulated unrealized gain/loss on investments                                                      -            (150,000)
  Accumulated deficit through exploration stage                                              (12,570,105)         (9,538,307)
                                                                                          ---------------    ----------------

      Total Stockholders' Equity (Deficit)                                                    (2,224,072)         (2,248,539)
                                                                                          ---------------    ----------------

      Total Liabilities and Stockholders' Equity                                        $          3,368   $          30,023
                                                                                          ===============    ================
</TABLE>






          See accompanying notes to consolidated financial statements.

                                        11

<PAGE>

<TABLE>
<CAPTION>

                                                   INTERGOLD CORPORATION
                                              (An Exploration Stage Company)
                                           Consolidated Statements of Operations


                                                                                                               Inception
                                                                                                               (July 26,
                                                                            For the Year Ended Dec. 31,        1996) to
                                                                     ----------------------------------      December 31,
                                                                         2000                1999                2000
                                                                     --------------      --------------     ----------------
<S>                                                                <C>                 <C>                <C>
REVENUE
    Other income                                                   $             -     $             -    $           1,699
                                                                     --------------      --------------     ----------------

EXPENSES
    Property exploration expenses                                           45,192           4,129,500            5,882,078
    Consulting                                                              56,951             109,500              228,451
    Directors' fees                                                         20,000              24,000               73,500
    General and administrative                                             810,097           1,291,344            3,437,268
    Interest expense                                                        87,384              62,734              285,840
    Loss on settlement of debt (Note 5)                                  1,424,213                   -            1,424,213
    Professional fees                                                      461,605             130,511              837,408
    Realized loss on sale of available for sale investment                  20,000                   -               20,000
    Travel                                                                  14,681              55,945              147,371
                                                                     --------------      --------------     ----------------

       Total Operating Expenses                                          2,940,123           5,803,534           12,336,129
                                                                     --------------      --------------     ----------------

Net Loss                                                           $    (2,940,123)    $    (5,803,534)   $     (12,334,430)
                                                                     ==============      ==============     ================


Loss per Share - basic                                             $        (0.040)    $        (0.112)   $          (0.276)
                                                                     ==============      ==============     ================

Weighted Average Number of
 Common Shares Outstanding                                              73,224,722          51,830,453           44,682,599
                                                                     ==============      ==============     ================


</TABLE>





          See accompanying notes to consolidated financial statements.

                                        12


<PAGE>


<TABLE>
<CAPTION>

                                                INTERGOLD CORPORATION
                                           (An Exploration Stage Company)
                                        Consolidated Statements of Cash Flows


                                                                                                     Inception
                                                                                                     (July 26,
                                                               For the Year Ended Dec. 31,           1996) to
                                                              -------------------------------         December 31,
                                                                  2000              1999               2000
                                                              -------------     -------------      --------------
<S>                                                         <C>               <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                  $   (2,940,123)   $   (5,803,534)    $   (12,334,430)
  Adjustments to reconcile net loss to cash
    Depreciation and Amortization                                      592               592               1,338
    Loss on settlement of debt                                   1,424,213                 -           1,424,213
    Loss on sale of investment                                      20,000                 -              20,000
    Changes in Working Capital Assets and Liabilities
        Prepaid expenses                                             5,000            (5,000)                  -
        Accounts payable                                            36,791           249,071             404,482
        Accrued interest payable                                    87,383            62,729             285,834
        Director fees payable                                        6,500            24,000              52,000
                                                              -------------     -------------      --------------

      Net Cash Flows Used by Operating Activities               (1,359,644)       (5,472,142)        (10,146,563)
                                                              -------------     -------------      --------------

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

      Net Cash Flows From Investing Activities                           -             1,771            (174,300)
                                                              -------------     -------------      --------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock                                                 750             2,075              14,831
  Sale of Series A preferred stock                                       -                 -              10,000
  Sale of Series B preferred stock                                       -             2,510               2,510
  Additional paid-in capital                                       749,250         3,875,415           8,108,427
  Net advances received                                            608,581           842,990           1,633,611
  Note payable                                                           -           500,000             551,890
                                                              -------------     -------------      --------------

      Net Cash Flows Provided by Financing Activities            1,358,581         5,222,990          10,321,269
                                                              -------------     -------------      --------------

Net increase (decrease) in cash                                     (1,063)         (247,381)                406

Cash and cash equivalents -  Beginning of period                     1,469           248,850                   -
                                                              -------------     -------------      --------------

Cash and cash equivalents - End of period                   $          406    $        1,469     $           406
                                                              =============     =============      ==============

SUPPLEMENTAL CASH FLOW INFORMATION

During 1999, the Company  accrued  $62,729 of interest on outstanding  notes and
advances payable.
During 2000, the Company  accrued  $43,107 of interest on outstanding  notes and
advances payable.
Since inception the Company has not capitalized any interest.
On Feb. 11, 2000,  the Company  exchanged its available for sale  investments in
settlement of debt outstanding to a creditor for $150,000.
On March 20, 2000, a shareholder  converted  1,000,000 Series A preferred shares
for 1,000,000 common shares.
On March 20, 2000,  the Company  issued  326,100  common shares as a dividend of
$81,525 pursuant to the conversion of the 1,000,000 Series A preferred shares.
On March 31, 2000, the Company issued  20,345,900  common shares in exchange for
advances  received  and  accrued  interest  owed to  creditors  in the amount of
$610,378.
On August 31, 2000, a shareholder  converted  100,000 Series A preferred  shares
for 100,000 common shares.
On August 31, 2000,  the Company  issued  40,600  common shares as a dividend of
$10,150 pursuant to the conversion of the 100,000 Series A preferred shares.
</TABLE>





          See accompanying notes to consolidated financial statements.

                                        13


<PAGE>


<TABLE>
<CAPTION>
                                                   INTERGOLD CORPORATION
                                              (An Exploration Stage Company)
                                 Consolidated Statements of Stockholders' Equity (Deficit)

                                                                                                     Deficit
                                                                                                   Accumulated   Other
                                             Common Stock        Preferred Stock       Additional    During    Comprehensive
                                          --------------------  -------------------    Paid - in    Exploration   Income
                                           Shares       Amount   Shares      Amount    Capital        Stage      (Loss)      Total
                                          ---------    -------  ---------    --------  ---------    ----------   --------   --------

<S>                                     <C>           <C>       <C>        <C>       <C>          <C>          <C>        <C>
Balance, July 26, 1996                          -    $     -          -    $    -    $       -    $        -   $      -   $       -

Issuance of common stock
 for cash, net of offering costs         3,013,000     3,013          -         -        4,644             -          -       7,657

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

Balance, December 31, 1996               3,013,000     3,013          -         -        4,644           215          -       7,872

Redemption of shares of stock
 for note payable                       (1,889,750)   (1,890)         -         -            -             -          -      (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          -         -            -             -          -      10,500

Issuance of common stock for cash        1,000,000       250          -         -      499,750             -          -     500,000

Issuance of common stock for cash          450,000       113          -         -      449,888             -          -     450,001

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

Balance, December 31, 1997              47,943,000    11,986          -         -      954,282    (1,779,518)         -    (813,250)

Issuance of Series A preferred stock
 for cash                                        -         -  1,100,000     1,100      273,900             -          -     275,000

Issuance of Series A preferred stock
for cash                                         -         -  2,700,000     2,700      672,300             -          -     675,000

Issuance of Series A preferred stock
for cash                                         -         -  4,000,000     4,000      996,000             -          -    1,000,000

Issuance of Series A preferred stock
for cash                                         -         -  1,200,000     1,200      298,800             -          -     300,000

Issuance of Series A preferred stock
in settlement of covertible debenture            -         -  1,000,000     1,000      249,000             -          -     250,000

Issuance of common stock in settlement
of debt                                     79,000        20          -         -       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              48,022,000    12,006 10,000,000    10,000    3,483,762    (3,590,773)   (95,000)   (180,005)

Issuance of common stock pursuant to
technology sub-license agreement         4,000,000     1,000          -         -    2,359,000             -          -   2,360,000

Issuance of common stock in settlement
of debt                                     30,000         7          -         -       14,993             -          -      15,000

Issuance of common stock pursuant to
Series A Preferred warrant redemption    1,000,000       250          -         -      249,750             -          -     250,000

Issuance of common stock pursuant to
conversion of Series A Preferred stock   2,700,000       674 (2,700,000)   (2,700)       2,026             -          -           -

Issuance of common stock in settlement
of cumulative dividend on converted
Series A preferred stock                   576,000       144          -         -      143,856             -          -     144,000

Issuance of Series B Preferred Stock
pursuant to private placement at $.50
per share                                                     2,510,000     2,510    1,252,490             -          -   1,255,000







           See accompanying notes to consolidated financial statements

                                        14


<PAGE>

<CAPTION>
                                                   INTERGOLD CORPORATION
                                              (An Exploration Stage Company)
                             Consolidated Statements of Stockholders' Equity (Deficit)(Cont'd.)
                                                                                                     Deficit
                                                                                                   Accumulated   Other
                                             Common Stock        Preferred Stock       Additional    During    Comprehensive
                                          --------------------  -------------------    Paid - in    Exploration   Income
                                           Shares       Amount   Shares      Amount    Capital        Stage      (Loss)      Total
                                          ---------    -------  ---------    --------  ---------    ----------   --------   --------
<S>                                     <C>           <C>       <C>        <C>       <C>          <C>          <C>        <C>

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              56,328,000    14,081  9,810,000     9,810    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              1,000,000       250 (1,000,000)   (1,000)         750             -          -           -

Issuance of common stock in settlement of
cumulative dividend on converted Series A
preferred stock                            326,100        82          -         -       81,443             -          -      81,525

20% Cumulative Preferred Dividends Paid on
Converted Series A Preferred Stock               -         -          -         -            -       (81,525)         -     (81,525)

Issuance of common stock is settlment
of debt                                 20,345,900     5,086          -         -    2,029,504             -          -   2,034,590

Issuance of common stock pursuant to Preferred
Series A warrant redemption              3,000,000       750          -         -      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                100,000        25   (100,000)     (100)          75             -          -           -

Issuance of common stock in settlement of cumulative
cumulative dividend on converted Series A
preferred stock                             40,600        10          -         -       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              81,140,600  $ 20,284  8,710,000     8,710 $ 10,317,039 $ (12,570,105)         -  (2,224,072)
                                        ==========   =======  =========    ======   ==========    ==========   ========   =========
</TABLE>




           See accompanying notes to consolidated financial statements

                                        15

<PAGE>


                              INTERGOLD CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000




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  of  $2,227,034  and  a  stockholders'  deficit  of
$2,224,072 at December 31, 2000.  The Company's  continuance  of operations  and
movement into an operating  basis are contingent on raising  additional  working
capital,  settling  its  outstanding  debt  and  litigation  and on  the  future
development of the Company's mineral claims or 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.

During  the  first  quarter  of 2000,  the  Company  ceased  exploration  of the
Blackhawk  claims  located  in the State of Idaho,  pending  the  outcome of the
Company's ongoing litigation with regard to the transfer of technology  pursuant
to the Sub-license Agreement between the Company and Geneva Resources,  Inc. and
the Company's Agreement for Services with Auric Metallurgical Laboratories, LLC.
The technology to be transferred under the Sub-license  Agreement may be delayed
indefinitely,  or  cancelled  all  together,  depending  on the  outcome  of the
Intergold/Geneva  litigation.  As the alleged assay and  metallurgical  recovery
technology  developed by Auric is deemed essential to the further development of
the Blackhawk  claims,  and since further  consulting  conducted by  independent
consultants  to the  Company  indicate  that  gold is not  present  in  economic
quantities on the claims, business operations are expected to be minimal pending
the outcome of the litigation in process. Refer to Note 9.


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.  International Gold
Corporation  was  acquired by  purchase on July 23,  1997.  The  acquisition  of
International  Gold Corporation has been accounted for on the purchase method of
accounting.  All significant intercompany transactions and account balances have
been eliminated.

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, 2000,  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  antidilutive
effect  on the  presentation  of loss  per  share,  a  diluted  loss  per  share
calculation is not presented.

DEPRECIATION
------------
The Company depreciates equipment over 7 years using the straight-line method.



                                       16
<PAGE>



                              INTERGOLD CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000


NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)

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.

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.

STOCK-BASED COMPENSATION
------------------------
The Company  accounts for  stock-based  compensation in respect to stock options
granted to employees  and  officers  using the  intrinsic  value based method in
accordance with APB 25. Stock options granted to non-employees are accounted for
using the fair value method in accordance  with SFAS No. 123. 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.

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.

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.

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------
On March 31, 2000, the Financial Accounting Standards Board ("FASB") issued FASB
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. The Company has determined  that the  implementation  of this
standard does not have a material impact on its financial statements.


                                       17
<PAGE>



                              INTERGOLD CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000


NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
No. 133,  Accounting for Derivative  Instruments and Hedging  Activities  ("SFAS
133"),  which  establishes  accounting  and reporting  standards for  derivative
instruments,  including  instruments  embedded in other  contracts,  and hedging
activities.  It requires  that an entity  recognize all  derivatives;  as either
assets or liabilities and measure those  instruments at fair value.  SFAS 133 is
effective for financial  statements  for fiscal years  beginning  after June 15,
1999. The Company  determined that the  implementation of this standard does not
have a material impact on its financial statements.


NOTE 3:  ADVANCES PAYABLE

Advances are comprised of the following:


                 Sonanini Holdings Ltd.                            $ 442,770
                 Investor Communications International, Inc.         280,775
                 Amerocan Marketing, Inc.                             60,000
                 Tristar Financial Services Ltd.                     115,000
                                                                    --------
                                                                   $ 898,545
                                                                   =========

The advances bear 10% simple  interest and are due on demand.  There is $225,347
of  interest  accrued on the  advances  as of December  31,  2000.  See Note 8 -
Related Party Transactions.


NOTE 4   NOTES PAYABLE

<TABLE>
        <S>                                                                                               <C>
         Auric  Metallurgical  Laboratories,  LLC,  pursuant  to the  technology
         sub-license  agreement dated March 18, 1999, bearing interest at 3% per
         annum, simple interest on the balance  outstanding.  Maturity was to be
         upon  transfer of technology  described in Note 8. Accrued  interest on
         the note through December 31, 2000 totals $13,387                                                 $ 250,000

         Geneva Resources, Inc. pursuant to the technology sub-license agreement dated March 18,
         1999, bearing interest at 3% per annum, simple interest on the balance outstanding.
         Maturity was to be upon transfer of technology described in Note 9. Accrued interest on
         the note through December 31, 2000 totals $13,387                                                   250,000

         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, 2000 totals $8,402.
                                                                                                              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
                                                                                                      ---------------

                                                                                                           $ 551,890
                                                                                                      ===============
</TABLE>


                                       18
<PAGE>



                              INTERGOLD CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000



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  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.


                                       19
<PAGE>



                              INTERGOLD CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000


NOTE 5:  STOCKHOLDERS' EQUITY (CON'T)

On  February  16,  2000,  the Company  settled  advances  and  accrued  interest
totalling  $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.

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.

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.

During 1999,  2,700,000 of the Series A Preferred shares were converted into the
Company's common stock.  Additionally  1,000,000 of the outstanding warrants had
been  exercised  at $.25 per warrant for  proceeds of  $250,000.  On October 27,
1999,  the Company  issued a notice of redemption  on the remaining  outstanding
warrants.

Concurrent  with the  conversion of the Series A Preferred  shares,  the Company
paid a 20% cumulative  dividend on the Series A Preferred  shares.  The Series A
Preferred dividend was paid in common stock. Accordingly,  576,000 common shares
were issued at $.25 per share in settlement of a dividend of $144,000.


                                       20
<PAGE>



                              INTERGOLD CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000


NOTE 5:  STOCKHOLDERS' EQUITY (CON'T)

During the first  quarter of 2000,  1,000,000  of the Series A Preferred  shares
were  converted  into the  Company's  common  stock.  The Company also issued an
additional  326,100  common  shares  at $.25  per  share  in  settlement  of the
accumulated  dividend of $81,525 on the 1,000,000  converted  Series A Preferred
Shares.

During the second quarter of 2000,  3,000,000 of the  outstanding  warrants were
exercised at $.25 per warrant for proceeds of $750,000.

During the third quarter of 2000,  100,000 of the Series A Preferred shares were
converted into the Company's common stock. The Company also issued an additional
40,600 common shares at $.25 per share in settlement of the accumulated dividend
of $10,150 on the 100,000 converted Series A Preferred Shares.

As of December  31,  2000,  there are  6,200,000  Series A preferred  shares and
6,200,000  Series A warrants  outstanding.  If the Company's  Series A Preferred
shareholders  elect to convert  the  remaining  outstanding  Series A  Preferred
stock, an additional 8,916,600 shares of common stock would be issued, including
2,716,600  shares in settlement of accrued 20% cumulative  undeclared  dividends
totalling $679,150.

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 warrants were issued for proceeds of $1,255,000.

As of December 31, 2000, the Company has $435,000 of undeclared dividends on the
Series B Preferred  shares.  If the  Company's  Series B Preferred  shareholders
elect to  convert  the  remaining  outstanding  Series  B  Preferred  stock,  an
additional  3,251,700  shares of common  stock  would be issued,  consisting  of
2,510,000  shares for the remaining  preferred  stock and 870,000 shares for the
20% cumulative undeclared dividends.

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, 2000 are as follows:


                                       21
<PAGE>



                              INTERGOLD CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000


NOTE 6:  EMPLOYEE STOCK OPTION PLAN (CON'T)

                                                              DECEMBER 31, 2000
                                                     ---------------------------
                                                                        Weighted
                                                      Number             Average
                                                          of            Exercise
                                                      Options              Price
                                                      --------------------------

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

As of December 31, 2000,  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 16 years 187 days.  There are  3,450,000  options  that are
exercisable  with a weighted  average exercise price of $.71 per share of common
stock.


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 is for  non-exclusive  use in the Company's  claim area in the
State of Idaho for a period not less than 40 years.  Pursuant to this agreement,
the  Company  has  issued  1,500,000  restricted  common  shares to  Geneva  and
2,500,000 restricted common shares to Auric. Pursuant to the same agreement, the
Company also issued  promissory  notes to both Geneva and Auric in the amount of
$250,000 to each  company.  These are 3% interest  bearing notes and are payable
upon the transfer of the technology.

As of December 31, 2000 the  promissory  notes and common stock have been issued
to  the  various  parties,   however,   the  related  technology  has  not  been
transferred.  These promissory notes become due and payable upon the transfer of
the technology.

The Company has initiated legal proceedings  related to this agreement (See Note
9).


NOTE 8:  RELATED PARTY TRANSACTIONS

The Company,  on January 1, 1999,  entered into a management  services agreement
with  Investor  Communications,  Inc.  ("Investor  Communications")  to  provide
management of the day-to-day  operations of the Company. The management services
agreement requires monthly payments not to exceed $75,000 for services rendered.


                                       22
<PAGE>



                              INTERGOLD CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000


NOTE 8:  RELATED PARTY TRANSACTIONS (CON'T)

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.

Two  officers  and  directors of  Intergold  Corporation  have been  employed by
Investor  Communications  and  Amerocan  and  are  part of the  management  team
provided to  Intergold  Corporation  and its  subsidiary.  During the year ended
December 31, 2000 a total of $788,163 was  incurred to these  private  companies
which were also  significant  shareholders  for managerial,  administrative  and
investor relations  services provided to the Company and its subsidiary.  During
the year ended  December  31,  2000 these  companies  paid a total of $60,500 to
these  officers  and  directors  for  services  provided  to the Company and its
subsidiary.

During the year ended  December  31, 2000 net cash  advances  of  $583,311  were
received from Investor  Communications,  Amerocan,  and other  companies  and/or
individuals who are significant shareholders. Interest of $24,498 was accrued on
theses  advances,  and an advance  was  settled in the amount of $150,000 by the
transfer of an investment held by the Company. A total of 20,345,900 shares with
a fair value of  $2,011,260  were  issued to settle  outstanding  advances  from
related  individuals and private  companies in the amount of $603,378  including
interest of $25,311 resulting in a loss of $1,424,213.

During the year ended  December  31,  2000 a director  of the  Company  was paid
$30,000 for consulting fees.

During the year ended  December 31, 2000 two  directors of the Company were paid
$20,000 for  directors'  fees.  At December  31, 2000  $52,000 is owing to these
directors.


NOTE 9:  LEGAL PROCEEDINGS AND CONTINGENCIES

On September 27, 1999,  IGC and Geneva 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
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 assert 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
("Pierce") for breach of contract  against  Geneva,  breach of contract  against
IGC, breach of contract  against Pierce,  defamation  against the Company,  IGC,
Geneva and Pierce,  injunctions  against the  Company,  IGC,  Geneva and Pierce,
amongst  other  claims.  In their  defamation  claim  against the  Company,  the
plaintiffs  seek damages and punitive  damages in an amount to be  determined at
trial,  as well as attorney's  fees and costs. In connection with their cause of
action for preliminary and permanent injunctions against the Company,  Auric and
Altinay seek attorney's fees and costs.


                                       23
<PAGE>



                              INTERGOLD CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000


NOTE 9:  LEGAL PROCEEDINGS AND CONTINGENCIES (CON'T)

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 damages 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.

The parties to the Utah Lawsuit are currently conducting discovery regarding the
allegations and defenses raised.

The Company  intends to vigorously  contest the claims and allegations of Auric,
Altinay,  Dames &  Moore,  Daniele,  Mehrtens  and  MBM.  The  likelihood  of an
unfavourable  outcome  and an  estimate  of the range of  potential  loss is not
presently determinable.

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  seeks  foreclosure  of a  lien  against  the  Company  and/or  IGC  which
purportedly  arose in favour of Dames & Moore.  Dames & Moore  seeks to have the
mining claims sold to compensate Dames & Moore for its services,  materials, and
equipment.  IGC has  dropped the bulk of its mining  claims,  except for a small
group related to this litigation as the Company  believes that the mining claims
contain no commercial quantities of gold or silver. Dames & Moore also seeks 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. The Company intends to vigorously contest the claims and allegations of
Dames & Moore.

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. If
damages are  recovered in the lawsuit  initiated by Geneva and IGC, on behalf of
the Company,  the Company will receive a pro-rata share of such damages relating
to its claims and causes of action in relation to all other claims and causes of
action for which damages are recovered.


NOTE 10: INCOME TAXES

The Company  incurred  operating losses for the year ended December 31, 2000 and
1999 of approximately $1,495,000 and $5,800,000,  respectively.  The Company has
adopted  FASB No. 109 for  reporting  purposes.  As of December  31,  2000,  the
Company had net operating loss carry forwards of approximately $10,625,000 which
expire between the years 2007 - 2015. 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.


                                       24

<PAGE>



                              INTERGOLD CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000


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

         Since January 1, 1997 to August 8, 2000, IGCO had a former  accountant.
Since  August  9,  2000  and  to  date,  IGCO's  current  principal  independent
accountants  have not  resigned  or declined  to stand for  re-election  or were
dismissed.  IGCO's former principal independent accountant,  Johnson, Holscher &
Company,  P.C.,  resigned  because of a business  decision made by management of
Johnson,  Holscher & Company, P.C. to cease rendering services for clients which
involve  services or  representation  under the Securities Act or the Securities
Exchange Act of 1934, as amended.  Subsequently,  management of IGCO  determined
that the  accounting  firm of Labonte & Company be engaged to provide  services.
Such  decision to change  accountants  was  approved by the Board of  Directors.
During IGCO's two most recent  fiscal years and any  subsequent  interim  period
preceding the resignation of Johnson,  Holscher & Company,  P.C.,  there were no
disagreements with Johnson,  Holscher & Company,  P.C., whether or not resolved,
on any matter concerning accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the  satisfaction  of Johnson,  Holscher & Company,  P.C.,  would have caused
Johnson, Holscher & Company, P.C. to make reference to the subject matter of the
disagreements in its reports.

         Moreover,   there  have  been  no  disagreements  with  IGCO's  current
principal  independent   accountant  which  were  not  resolved  on  any  matter
concerning accounting  principles or practices,  financial statement disclosure,
or auditing scope or procedures.

         Neither IGCO's current principal independent accountants nor its former
principal independent  accountant have provided an adverse opinion or disclaimer
of opinion to IGCO's financial statements, nor modified their respective opinion
as to uncertainty, audit scope or accounting principles.  However, the auditor's
report to the financial  statements  for fiscal year ended  December 31, 1999 is
qualified as to IGCO's ability to continue as a going concern.

         IGCO's principal independent  accountant from January 1, 1997 to August
8, 2000 was Johnson,  Holscher & Company,  P.C. of 5975  Greenwood  Plaza Blvd.,
Suite 140,  Greenwood  Village,  Colorado 80111.  IGCO's  principal  independent
accountant from August 9, 2000 to the current date is Labonte & Co., 1205 - 1095
West Pender Street, Vancouver, British Columbia, Canada V6E 2M6.


                                       25

<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 IGCO are as follows:

Name                      Age                 Position with IGCO
----                      ---                 ------------------

Gary J. Powers             53                 President and Director

Grant Atkins               40                 Secretary, Treasurer and Director

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

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

Gary J. Powers             53                 President, Secretary/Treasurer and
                                              Director

     The directors and executive officers of Intergold Mining Corporation are as
follows:

Name                       Age                Position with Intergold Mining
----                       ---                ------------------------------

Grant Atkins               40                 President, Secretary/Treasurer and
                                              Director

         GARY J.  POWERS has been the  President  and a  Director  of IGCO since
September of 1998 and the  President  and a Director of INGC since  September of
1998.  Mr.  Powers  has  worked  in  the  public  sector  at a  senior  Canadian
governmental level and has private sector experience in project  development and
business  management.  His background in the process of government and the needs
of business will aid in the course of developing  infrastructure  and resources.
Mr. Powers  devoted his time  exclusively to the operations of IGCO during 1999.
For the past six years,  Mr. Powers has worked for Guest  Investments  Ltd. as a
management and education consultant and for Helen Kupper Enterprises,  Ltd. as a
business manager.

         GRANT ATKINS has been the  Secretary,  Treasurer and a Director of IGCO
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.  For the past six  years,  Mr.  Atkins  has  been  self-employed  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.  Mr.  Atkins has  provided
organization  and controller  duties in IGCO since its formation.  Mr. Atkins is
also the director and president for Vega-Atlantic  Corporation,  an OTC Bulletin
Board public  company  engaged in the  exploration  and  development of gold and
other  minerals  within  the  United  States  and  internationally,   and  Hadro
Resources, Inc., an OTC Bulletin Board public company engaged in oil and natural
gas exploration and development within the United States and internationally.

Compliance with Section 16(a) of the Exchange Act

         Section  16(a)  of the  Exchange  Act  requires  IGCO's  directors  and
officers,  and the  persons  who  beneficially  own more than ten percent of the
common stock of IGCO, 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 IGCO  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,  IGCO believes that these persons have complied with all
applicable filing requirements during the fiscal year ended December 31, 1999.

                                       26

<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

Compensation of Officers and Directors

         As of the date of this Annual  Report,  all  directors of IGCO and INGC
may receive $500 per month in director's fees for their roles as directors.  All
officers  of IGCO are to be paid up to $5,000  per  month  for  their  executive
officer  roles.  Gary Powers,  the  President of IGCO,  currently  invoices IGCO
through Guest Investments Ltd ("Guest  Investments")  for management  consulting
services  performed.  Grant Atkins derives  remuneration  from IGCO directly and
through Investor  Communications  International,  Inc. ("ICI"), which provides a
wide range of management,  financial and administrative  services to IGCO. Grant
Atkins also derives remuneration  directly and through Amerocan Marketing,  Inc.
("Amerocan"),   which  provides  a  wide  range  of  management,  financial  and
administrative services to INGC.

         As of fiscal year ended December 31, 2000,  IGCO accrued  approximately
$53,000  and  paid  approximately  $46,500  to its  officers  and  directors  as
executive compensation.  IGCO (i) accrued $6,000 in director fees to Gary Powers
and paid $0; (ii) accrued  $6,000 in director  fees to Grant Atkins and paid $0;
(iii) accrued $2,000 in director fees to Harold  Gooding and paid $13,500;  (iv)
accrued  $603,647.13  and paid  approximately  $230,872.13  to ICI for  services
rendered;  (v) settled  amount of $193,801  owed to ICI by issuance of 6,460,000
shares of common stock of IGCO;  (vi) settled amounts owed to ICI of $150,000 by
transfer  and  assignment  of  1,000,000  shares  of common  stock of  Goldstate
Corporation  held of  record  by IGCO;  and (vii)  accrued  $30,000  in fees for
services rendered by Grant Atkins and paid $30,000.

         As of fiscal year ended December 31, 2000,  INGC (i) accrued $3,000 and
paid  approximately  $3,000 to Guest  Investments  for services  rendered,  (ii)
accrued  $6,000 in  director  fees to Gary  Powers  and paid $0,  (iii)  accrued
$184,516  and paid $0 to Amerocan for services  rendered,  (iv) settled  amounts
owed to Amerocan of $87,870 by issuance of  2,929,000  shares of common stock of
IGCO,  and (v)  settled  amounts  owed to ICI of $4,932 by  issuance  of 138,000
shares of common stock of IGCO.

         Of the amounts paid to Guest Investments  during fiscal year 2000, Gary
Powers  received  approximately  $3,000.  Of the amounts  paid to ICI during the
fiscal year 2000, Grant Atkins received  approximately  $27,500, and Gary Powers
received  approximately  $30,000.  Of the amounts paid to Amerocan during fiscal
year 2000,  Grant Atkins  received $0 and Gary Powers  received $0. See "Summary
Compensation Table" below.

         All  executive  officers and directors of IGCO are  reimbursed  for any
out-of-pocket   expenses   incurred  by  them  on  behalf  of  IGCO.   Executive
compensation is subject to change concurrent with IGCO requirements. None of the
officers and directors of IGCO are officers or directors of Amerocan or ICI, nor
does  IGCO own of record  capital  stock of  Amerocan  or ICI  although  certain
officers or directors comprise the management teams of Amerocan and ICI.

                                       27

<PAGE>


Summary Compensation Table
--------------------------

                               Annual Compensation           Awards      Payouts
                              ---------------------       -------------  -------
                                 $      $       $          $       #       $
Name and Position             Salary  Bonus   Other       RSA   Options    LTIP
--------------                ------  -----   -----       ---   -------  ------
                                                   (1)
Gary Powers             1998     0      0    $10,000       0       0       0
Pres./Director          1999     0      0    $57,000       0       0       0
                        2000     0      0    $33,000       0       0       0

                                                   (1)
Grant Atkins            1998     0      0    $55,000       0       0       0
Secretary/Director      1999     0      0    $61,000       0       0       0
                        2000     0      0    $57,500       0       0       0

                                                   (1)
Harold Gooding          1998     0      0    $ 7,500       0       0       0
Director                1999     0      0    $    0        0       0       0
                        2000     0      0    $13,500       0       0       0

Michael Mehrtens, Ph.D. 1998       0     0  $200,000       0       0       0
Chief Geologist,        1999       0     0  $ 97,425       0       0       0
Consultant              2000       0     0  $      0       0       0       0


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

(2)  Received  pursuant  to  contractual   arrangement   between  IGCO  and  MBM
     Consultants, Inc.


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  reflected  below  in the  "Aggregated  Options/SAR
Exercises and Fiscal Year-End  Options/SAR  Value Table". As of the date of this
Annual Report, none of the officers,  directors or significant  consultants have
exercised such stock options.

Aggregated Options/SAR Exercises and Fiscal Year-End Options/SAR Value Table

--------------------------------------------------------------------------------
                    Number of    Date of Grant   Exercise Price      Date of
                 Shares Granted                                     Expiration
--------------------------------------------------------------------------------

Harold Gooding     100,000         6-Jan-99          $0.50        Dec. 27, 2017
                   100,000         6-Jan-99          $1.00        Dec. 27, 2017
Gary Powers         50,000         6-Jan-99          $0.50        Dec. 27, 2017
                    50,000         6-Jan-99          $1.00        Dec. 27, 2017
Brent Pierce       850,000         6-Jan-99          $0.50        Dec. 27, 2017
                   500,000         6-Jan-99          $1.00        Dec. 27, 2017
Grant Atkins       500,000         6-Jan-99          $0.50        Dec. 27, 2017
                   500,000         6-Jan-99          $1.00        Dec. 27, 2017
Michael Merhtens   200,000         6-Jan-99          $0.50        Dec. 27, 2017
Herb Ackerman      100,000         6-Jan-99          $0.50        Dec. 27, 2017
                   100,000         6-Jan-99          $1.00        Dec. 27, 2017
Marcus Johnson     200,000         3-Mar-99          $0.50        Dec. 27, 2017
                   200,000         3-Mar-99          $1.00        Dec. 27, 2017

Total            3,450,000
--------------------------------------------------------------------------------

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


                                       28

<PAGE>


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 IGCO to own beneficially, more than five percent (5%) of IGCO'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.

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
Title of Class             Name and Address                 Amount and Nature         Percent
                          of Beneficial Owner               of Beneficial Owner       of Class
-------------------------------------------------------------------------------------------------------------
<S>                        <C>                              <C>                       <C>
                                                                     (1)
Common Stock               Alexander Cox                    13,245,000                16.32%
                           428 - 755 Burrard Street
                           Vancouver, British Columbia
                           Canada V6Z 1X6
                                                                     (1)
Common Stock               Calista Capital Corporation      10,059,963                12.40%
                           P.O. Box W-961
                           St. Johns, Antigua
                                                                     (1)
Common Stock               Buffy Holdings Ltd.               8,467,400                10.44%
                             C/O Frederick Gottlieb
                           P.O. Box AB20405
                           Marsh Harbor, Abaco Bahamas
                                                                     (1)
Common Stock               Intergold Mining Corporation     17,424,300                21.48%
                          3305 W. Spring Mountain Road
                           Suite 60
                             Las Vegas, Nevada 89102
                                                                     (1)
Common Stock               Investor Communications           6,992,000                8.62%
                               International, Inc.
                          435 Martin Street, Suite 2000
                            Blaine, Washington 98320
                                                                     (1)
Common Stock               Amerocan Marketing, Inc.          6,917,000                8.52%
                             219 Broadway, Suite 505
                         Laguna Beach, California 92651
                                                                     (1)
Common Stock               Phoenix Asset Corp.               5,709,300                7.03%
                           P.O. Box W-960
                           St. Johns, Antigua
                                                                     (2)
Common Stock               All officers and directors as a   1,100,000                0.14%
                           Group (2 persons)

 --------------------------------------------------------------------------------------------------------------
<FN>
(1)
  These are restricted shares of Common Stock.
(2)
  Includes  the  assumption  of the  exercise of options by each  option  holder
pursuant  to the terms of the  Non-Qualified  Stock  Option  Plan to purchase an
aggregate of 1,100,000 shares of restricted  Common Stock at $0.50 per share and
$1.00 per share, respectively.
</FN>
</TABLE>

                                       29

<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         On December 11, 1997, IGCO and its wholly-owned  subsidiary,  INGC, and
Goldstate Corporation ("GDSS") entered into a joint venture agreement pertaining
to the joint  exploration  of gold and silver on the  Blackhawk II Property (the
"Joint  Venture  Agreement").  Pursuant  to  the  terms  of  the  Joint  Venture
Agreement,  GDSS paid  $100,000 and issued  1,000,000  shares of its  restricted
common  stock to IGCO in exchange for the  purchase of a future  profit  sharing
interest.  The terms of the Joint Venture  Agreement  further provided that GDSS
would be the operating  partner and be responsible  solely for providing funding
for all  exploration  expenses to be incurred on the  Blackhawk II Property.  In
accordance  with the terms of the Joint  Venture  Agreement,  GDSS would receive
eighty  percent  (80%) of the net profits  realized from the joint venture until
its invested  capital is repaid,  and IGCO and INGC would receive twenty percent
(20%) of the net profits  realized  from the joint  venture.  After the invested
capital by GDSS had been repatriated,  GDSS would then receive fifty-one percent
(51%) of the net profits realized from the joint venture and IGCO and INGC would
retain  forty-nine  percent  (49%) of the net  profits  realized  from the joint
venture.  GDSS also agreed to contribute all future capital requirements for the
further exploration and mining operation costs of the claims on the Blackhawk II
Property.

         As of the date of this  Annual  Report,  IGCO and  GDSS  have  mutually
agreed to  suspend  GDSS's  obligations  and  duties  under  the  Joint  Venture
Agreement until resolution of the litigation against AuRIC and Dames & Moore.

         The officers/directors of IGCO are engaged in other businesses,  either
individually or through  partnerships and corporations in which they may have an
interest, hold an office or serve on the boards of directors.  Certain conflicts
of   interest,   therefore,   may  arise   between   IGCO  and  the   respective
officer/director.  Such  conflicts can be resolved  through the exercise by such
officer/director  of judgment  consistent with his fiduciary duties to GDSS. The
officers/directors  of  IGCO  intend  to  resolve  such  conflicts  in the  best
interests of IGCO. Moreover,  the  officers/directors  will devote their time to
the affairs of IGCO as they deem necessary.

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

     (a) The following exhibits are filed as part of this Annual Report: None.

     (b) Reports on Form 8-K - None.

                                       30

<PAGE>


SIGNATURES

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

                                          INTERGOLD CORPORATION

Dated: March 29, 2001                     By: /s/  GARY POWERS
                                              ----------------------------------
                                              Gary Powers, President


Dated: March 29, 2001                     By: /s/  GRANT ATKINS
                                              ----------------------------------
                                              Grant Atkins, Secretary



                                       31