U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB40


(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, 2001

[   ]   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 3000
                         Newport Beach, California 92660
                     --------------------------------------
                    (Address of Principal Executive Offices)

                                 (949) 376-5801
                            -------------------------
                           (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, 2001): $ -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, 2002: $2,131,637.50.

     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, 2002

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

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

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

     The Company 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"). The Company and its prior joint venture
partner, Goldstate Corporation ("GDSA"), previously held joint title to the 439
unpatented lode mining claims on the Blackhawk II Property. As of the date of
this Annual Report, neither the Company nor GDSA hold title to such mining
claims on the Blackhawk II Property.

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     INGC, on behalf of the Company, and AuRIC had entered into an Agreement for
Services dated March 18, 1999 (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
exploration of properties of the Company.

     INGC, on behalf of the Company, had also retained the services of Dames &
Moore, an internationally recognized engineering and consulting firm ("Dames &
Moore") to provide validation audits of each major step of the assay and
metallurgical recovery procedures conducted by AuRIC. In November of 1998,
according to independent testing conducted by Dames & Moore, Dames & Moore
validated AuRIC's fire assay and parallel chemical leach procedures as a method
to verify the existence of mineralization. The positive outcome of the testing
program conducted by Dames & Moore formed the subject of a November 30, 1998
report and three further subsequently dated reports regarding the Company's
properties. Dames & Moore verified the fire and chemical assay techniques and
procedures developed by AuRIC and their repeatability as well as metallurgical
recovery.

     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 the
Company for use on the Blackhawk Property. The Company and Geneva entered into a
Technology Sub-License Agreement dated March 18, 1999 (the "Sub-License
Agreement") whereby the Company acquired from Geneva a sub-license to utilize
AuRIC's proprietary information and related precious metals recovery processes
to carry out assay testing and chemical leach analysis of core samples derived
from any subsequent drilling on the Blackhawk Property.

     Pursuant to certain contractual terms and provisions, AuRIC and Dames &
Moore had not been successful in transferring the proprietary fire assay
technology to Geneva or to any independent third party assay laboratory. On
September 27, 1999, Geneva and INGC, on behalf of the Company, initiated legal
proceedings against AuRIC for multiple breaches of contract stemming from the
Agreement for Services and the License Agreement and against Dames & Moore in a
declaratory relief cause of action (the "Lawsuit").

     The Company suspended further exploration of the Blackhawk Property
indefinitely due to (i) the independent assessment information which did 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 pending Lawsuit and further claims of
action against AuRIC and Dames & Moore. Moreover, the Company deemed the
probability of commercial grade gold or silver located in the Blackhawk Property
claims to be nil.

     On approximately September 25, 2001, Geneva, the Company, INGC, and others
entered into settlement agreements and releases with Dames & Moore, et. al., and
AuRIC in which the parties agreed to settle in order to diminish the continuous
burden, cost and expense of protracted ongoing litigation. See "Part I. Item 3.
Legal Proceedings" for further disclosure.

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New Business Endeavors

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

ITEM 2. PROPERTIES

     The Company does not own any real estate or other properties. The Company
leases office space and its offices are located at 5000 Birch Street, West
Tower, Suite 3000, Newport Beach, California 92660.

ITEM 3. LEGAL PROCEEDINGS

General

     On September 27, 1999, Geneva and INGC, on behalf of the Company, initiated
legal proceedings against AuRIC and Dames & Moore by filing its complaint in the
District Court of the Third Judicial District for Salt Lake City, State of Utah,
for: (i) multiple breaches of contract relating to the Agreement for Services
and the License Agreement, respectively, including, but not limited to,
establishment and facilitation of the proprietary technology and fire assay
procedures developed by AuRIC at an independent assay lab and failure to deliver
the proprietary technology and procedures to the Company and Geneva; (ii) breach
of the implied covenant of good faith and fair dealing; (iii) negligent
misrepresentation; (iv) specific performance, (v) non-disclosure injunction;
(vi) failure by AuRIC to repay advances, and (vii) quantum meruit/unjust
enrichment. INGC, on behalf of the Company, also named Dames & Moore in the
legal proceeding in a declaratory relief cause of action (collectively, the
"Lawsuit").

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

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

     On approximately June 14, 2000, Dames & Moore filed an action against the
Company, INGC and others in the District Court of the Fifth Judicial District of
the State of Idaho, in and for the County of Lincoln (the "Idaho Lawsuit"). In
the Idaho Lawsuit, Dames & Moore sought foreclosure of a lien against the
Company and/or INGC which purportedly arose in favor of Dames & Moore. At the
time, INGC had dropped the bulk of its mining claims, except for a small group

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<PAGE>


related to this litigation as the Company and INGC believed that the mining
claims contained no commercial quantities of gold or silver. Dames & Moore
sought to have the mining claims sold to compensate Dames & Moore for its
services, materials and equipment. Dames & Moore also sought its fees and costs
incurred in enforcing its claimed lien. The Company and INGC filed an answer on
or about August 8, 2000.

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

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

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

Agreements Relating to Litigation

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

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

     As the Company has not generated revenues and has no liquid assets to
commit to fund the significant estimated future expenses associated with ongoing
litigation, on June 28, 2001, Geneva, the Company, INGC, Tristar Financial
Services, Inc. ("Tristar") and Alexander Cox ("Cox") entered into a funds
sharing agreement (the "Funds Sharing Agreement"). Pursuant to the terms of the

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Funds Sharing Agreement, (i) Tristar would fund the direct costs of the
litigation on a best efforts basis relating to the Lawsuit for the period from
April 1, 2001 to the date that the Lawsuit was settled; (ii) as consideration
therefore, Tristar would receive thirty percent (30%) of the gross proceeds
received by Geneva, the Company and INGC from any and all settlements relating
to the Lawsuit, plus the repayment of all payments and advances made by Tristar
(the "Tristar Payment"); and (iii) the Tristar Payment would be shared with Cox
in proportion of (a) the funds advanced and paid by Cox to Tristar for the
purpose of funding the costs of the litigation, (b) divided by the total amount
of funds advanced by and paid by Tristar, (c) times the amount of the Tristar
Payment. Cox is a shareholder of the Company and as of the date of this Annual
Report, holds an approximate 17.17% equity interest.

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

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

Results of Settlement

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

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<PAGE>


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

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

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

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

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

     No matters were submitted to a vote of the Company's shareholders through
the solicitation of proxies or otherwise during fiscal year ended December 31,
2001.

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 the Company's common stock is limited,
volatile and sporadic. The following table sets forth the high and low sales

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prices relating to the Company's common stock for the last two fiscal years.
These quotations reflect inter-dealer prices without retail mark-up, mark-down,
or commissions, and may not reflect actual transactions.

                                      FISCAL YEARS ENDED
                  ------------------------------------------------------------
                  DECEMBER 31, 2001                  DECEMBER 31, 2000
                  ------------------------------------------------------------
                  HIGH BID          LOW BID          HIGH BID         LOW BID
                  ------------------------------------------------------------

First Quarter     $0.021            $0.010           $0.700           $0.046
Second Quarter    $0.025            $0.010           $0.120           $0.045
Third Quarter     $0.010            $0.010           $0.050           $0.015
Fourth Quarter    $0.010            $0.010           $0.024           $0.005

Holders

     As of February 28, 2002, the Company had approximately 87 shareholders of
record.

Dividends

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

     As of December 31, 2002, there are 6,200,000 Series A Preferred shares
issued and outstanding. If the Company's Series A Preferred shareholders elect
to convert the remaining outstanding Series A Preferred shares, an additional
10,173,800 shares of common stock would be issued, including 3,973,800 shares in
settlement of accrued 20% cumulative undeclared dividends totaling $993,450 for
fiscal year ended December 31, 2001.

     As of December 31, 2002, there are 2,510,000 Series B Preferred shares
issued and outstanding. If the Company's Series B Preferred shareholders elect
to convert the remaining outstanding Series B Preferred shares, an additional
3,889,000 shares of common stock would be issued, including 1,379,000 shares in
settlement of accrued 20% cumulative undeclared dividends totaling $689,500 for
fiscal year ended December 31, 2001. See "Item 6. Management's Discussion and
Analysis or Plan of Operation".

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

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

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

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For Fiscal Year Ended December 31, 2001 compared with Fiscal Year Ended December
31, 2000

General

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

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

Results of Operation

     The Company's net loss for fiscal year ended December 31, 2001 was
approximately $2,678 compared to a net loss of approximately $2,940,123 for
fiscal year ended December 31, 2000. During fiscal years ended December 31, 2001
and 2000, the Company recorded no income.

     During fiscal year ended December 31, 2001, the Company recorded actual
operating expenses of $1,643,902. The operating expenses of $1,643,902 were
offset by a recognized gain of $1,589,224 on the settlement of the Lawsuit and
by directors' fees recoverable in the amount of $52,000, resulting in a
recognized net loss of $2,678. During fiscal year ended December 31, 2000, the
Company incurred operating expenses of $2,940,123 (a decrease of $1,296,221).

     During fiscal year ended December 31, 2001, the Company did not incur any
property exploration expenses compared to $45,192 of property exploration
expenses recorded during fiscal year ended December 31, 2000. The decrease in
property exploration expenses resulted from suspension of any further
exploration of the Blackhawk Property compared to property exploration expenses
incurred in the same period for 2000 relating to amounts paid by the Company for
preliminary confirmation test work undertaken by the Company associated with
contractual agreements between the Company and AuRIC, Dames & Moore and Geneva,
respectively (resulting in the litigation between the Company, INGC, Geneva and
AuRIC, Dames & Moore and other parties).

     During fiscal year ended December 31, 2001, the Company incurred general
and administrative expenses of $522,442 as compared to general and
administrative expenses of $824,778 incurred during fiscal year ended December

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31, 2000. General and administrative expenses decreased by approximately
$302,336 during fiscal year ended December 31, 2001. The 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 exploration and administration of the Blackhawk
Property.

     Although the Company incurred actual operating expenses of $1,643,902
during fiscal year ended December 31, 2001, such expenses were offset by the
recognition of $1,641,224 resulting from (i) $1,589,224 realized as a gain on
the settlement of the Lawsuit, and (ii) $52,000 written-off of directors' fees.
During fiscal year ended December 31, 2001, this resulted in a recognized net
loss of $2,678.

     Of the $522,442 incurred as administrative expenses during fiscal year
ended December 31, 2001, $546,100 was incurred payable to Investor
Communications International, Inc. ("ICI") and Amerocan Marketing, Inc.
("Amerocan") for amounts due and owing for operational management,
administrative, financial and investor relations services rendered. During
fiscal year ended December 31, 2001, net cash advances of $43,905 were made by
ICI to the Company. During fiscal year ended December 31, 2001, the Company paid
$5,500 to ICI and Amerocan towards an aggregate principal amount due of $590,005
plus $78,379 in accrued interest. One of the Company's officers/directors is
contracted by ICI and Amerocan as part of the management team provided by ICI
and Amerocan to the Company. During fiscal year ended December 31, 2001, ICI and
Amerocan paid an aggregate of $18,250 to a director for services provided to the
Company and its subsidiary. See "Item 10. Executive Compensation."

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

     As discussed above, the recognition of a small net loss during fiscal year
ended December 31, 2001 as compared to the net loss incurred during fiscal year
ended December 31, 2000 is attributable primarily to the (i) realization of a
gain on the settlement of the Lawsuit and the decreased general and
administrative expenses during fiscal year ended December 31, 2001; and (ii) the
realization of a loss on settlement of debt in the amount of $1,424,213 during

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fiscal year ended December 31, 2000. The Company's net loss during fiscal year
ended December 31, 2001 was approximately $2,678 or $0.00 per share compared to
a net loss of approximately ($2,940,123) or ($0.04) per share during fiscal year
ended December 31, 2000. The weighted average number of shares outstanding were
77,140,600 for fiscal year ended December 31, 2001 compared to 73,224,722 for
fiscal year ended December 31, 2000.

Liquidity and Capital Resources

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

     As of fiscal year ended December 31, 2001, the Company's total assets were
$127 compared to total assets of $3,368 for fiscal year ended 2000. This
decrease in total assets from fiscal year ended 2000 was due primarily to a
write down in fixed assets. As of fiscal year ended December 31, 2001, the
Company's total liabilities were $2,246,877 compared to total liabilities of
$2,227,440 for fiscal year ended 2000. This increase in liabilities from fiscal
year ended 2000 was due primarily to an increase in advances payable and accrued
interest due and owing by the Company to significant shareholders and debt
holders which totaled $1,497,801 and $361,925, respectively.

     Stockholders' Deficit increased from ($2,224,072) for fiscal year ended
December 31, 2000 to ($2,246,750) for fiscal year ended December 31, 2001.

Audit Committee

     As of the date of this Annual Report, the Company has not appointed members
to an audit committee and, therefore, the respective role of an audit committee
has been conducted by the board of directors of the Company. When established,
the audit committee's primary function will be to provide advice with respect to
the Company's financial matters and to assist the board of directors in
fulfilling its oversight responsibilities regarding finance, accounting, and
legal compliance. The audit committee's primary duties and responsibilities will
be to: (i) serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system; (ii) review and
appraise the audit efforts of the Company's independent accountants; (iii)
evaluate the Company's 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, the Company has incurred $5,000 as
fees billed by its principal independent accountant for professional services
rendered in connection with preparation of the Company's audited financial
statements for fiscal year ended December 31, 2001. For fiscal year ended
December 31, 2001, the Company incurred $9,309 as fees billed by its principal
independent accountant for all other non-audit services (including reviews of
the Company's quarterly financial statements).

                                       11

<PAGE>


ITEM 7. FINANCIAL STATEMENTS

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

Index to Financial Statements

         Auditor's Report dated January 31, 2002
         Consolidated Balance Sheets
         Consolidated Statements of Operations
         Consolidated Statements of Stockholders' Equity
         Consolidated Statements of Cash Flow
         Notes to Consolidated Financial Statements

                                       12

<PAGE>



                                TABLE OF CONTENTS
                                                                        PAGE

Table of Contents                                                        F-1

Auditors' Report                                                         F-2

Consolidated Balance Sheets                                              F-3

Consolidated Statements of Operations                                    F-4

Consolidated Statements of Stockholders' Equity                          F-5

Consolidated Statements of Cash Flows                                    F-8

Notes to Consolidated Financial Statements                               F-9


                                      F-1

<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 sheets of Intergold Corporation (an
exploration stage company) as at December 31, 2001 and 2000 and the consolidated
statements of operations, stockholders' equity and cash flows for the years then
ended. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2001
and 2000 and the results of its operations and its cash flows and the changes in
stockholders' equity for the years then ended in accordance with United States
generally accepted accounting principles.




                                            /s/  LaBonte & Co.
                                            ----------------------------------
                                                 LaBonte & Co.

                                            CHARTERED ACCOUNTANTS


Vancouver, B.C.
January 31, 2002


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, 2002 is expressed in accordance with Canadian reporting standards
which do not permit a reference to such conditions and events in the auditors'
report when these are adequately disclosed in the financial statements.

                                            /s/  LaBonte & Co.
                                            ----------------------------------
                                                 LaBonte & Co.

                                            CHARTERED ACCOUNTANTS


Vancouver, B.C.
January 31, 2002

                                      F-2

<PAGE>
<TABLE>
<CAPTION>


                                                  INTERGOLD CORPORATION
                                             (An Exploration Stage Company)

                                               CONSOLIDATED BALANCE SHEETS



                                                                                            December 31,    December 31,
                                                                                                    2001            2000
                                                                                            ------------    ------------

                                                         ASSETS

CURRENT ASSETS
   <S>                                                                                      <C>             <C>
   Cash                                                                                     $        127    $        406

FIXED ASSETS                                                                                        --             2,962
                                                                                            ------------    ------------

                                                                                            $        127    $      3,368
                                                                                            ============    ============


                                          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                                         $    275,261    $    404,482
   Advances payable (Note 3)                                                                   1,497,801         898,545
   Directors fees payable                                                                           --            52,000
   Notes payable (Note 4)                                                                         51,890         551,890
   Accrued Series A warrant redemption payable                                                    60,000          60,000
   Accrued interest payable                                                                      361,925         260,523
                                                                                            ------------    ------------

                                                                                               2,246,877       2,227,440
                                                                                            ------------    ------------

CONTINGENCIES (Notes 1 & 9)

STOCKHOLDERS' EQUITY (DEFICIENCY) (Note 5)
   Common stock $.00025 par value; 125,000,000 shares authorized
      77,140,600 (2000 - 81,140,600) shares issued and outstanding                                19,284          20,284
   Preferred stock, $.001 par value; 75,000,000 shares authorized
      Issued and outstanding
      Series A - 6,200,000 shares                                                                  6,200           6,200
      Series B - 2,510,000 shares                                                                  2,510           2,510
      Upon liquidation, Series A shares have a $.25 per share preference over other
      preferred or common stock, Series B shares have a $.50 preference over common stock
   Additional paid-in capital                                                                 10,298,039      10,317,039
   Deficit accumulated during the exploration stage                                          (12,572,783)    (12,570,105)
                                                                                            ------------    ------------

                                                                                              (2,246,750)     (2,224,072)
                                                                                            ------------    ------------

                                                                                            $        127    $      3,368
                                                                                            ============    ============


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

                                                          F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                           INTERGOLD CORPORATION
                                       (An Exploration Stage Company)

                                    CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                                            July 26, 1996
                                                              Year ended      Year ended    (inception) to
                                                            December 31,    December 31,      December 31,
                                                                    2001            2000              2001
                                                            ------------    ------------      ------------

REVENUE
   <S>                                                      <C>             <C>               <C>
   Other Income                                             $       --      $       --        $      1,699
                                                            ------------    ------------      ------------

EXPENSES
   Property exploration expenses                                    --            45,192         5,582,078
   Directors fees (recovery)                                     (52,000)         20,000            21,500
   General and administrative                                    522,442         824,778         4,335,532
   Interest expense                                              136,473          87,384           422,313
   Loss on settlement of debt                                       --         1,424,213         1,424,213
   Professional fees                                             984,987         518,556         1,822,395
   Realized loss on sale of available for sale investment           --            20,000            20,000
   Gain on settlement of lawsuit (Note 9)                     (1,589,224)           --          (1,589,224)
                                                            ------------    ------------      ------------

                                                                   2,678       2,940,123        12,338,807
                                                            ------------    ------------      ------------

NET LOSS FOR THE PERIOD                                     $     (2,678)   $ (2,940,123)     $(12,337,108)
                                                            ============    ============      ============


BASIC NET INCOME (LOSS) PER SHARE                           $      (0.00)   $      (0.04)
                                                            ============    ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                    77,140,600      73,224,722
                                                            ============    ============


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

                                                    F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                      INTERGOLD CORPORATION
                                 (An Exploration Stage Company)

                        CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                  FOR THE PERIOD JULY 26, 1996 (INCEPTION) TO DECEMBER 31, 2001



                                                Common stock                Preferred stock
                                            Shares         Amount         Shares        Amount
                                         -----------    -----------    -----------   -----------
<S>                                      <C>            <C>            <C>           <C>
Balance, July 26, 1996                          --      $      --             --     $      --

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Net Loss, Year Ended December 31, 1998          --             --             --            --
                                         -----------    -----------    -----------   -----------
Balance, December 31, 1998                48,022,000    $    12,006     10,000,000   $    10,000


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

                                              F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                       INTERGOLD CORPORATION
                                  (An Exploration Stage Company)

                          CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                   FOR THE PERIOD JULY 26, 1996 (INCEPTION) TO DECEMBER 31, 2001
                                           (Continued)


                                                          Deficit
                                                        Accumulated     Other
                                         Additional       during     Comprehensive
                                           Paid-in      Development     Income
                                           Capital        Stage         (Loss)          Total
                                         -----------   -----------    -----------    -----------
<S>                                      <C>           <C>            <C>            <C>
Balance, July 26, 1996                   $      --     $      --      $      --      $      --

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Net Loss, Year Ended December 31, 1998          --      (1,811,255)          --       (1,811,255)
                                         -----------   -----------    -----------    -----------
Balance, December 31, 1998               $ 3,483,762   $(3,590,773)   $   (95,000)   $  (180,005)


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

                                            F-5{Con't)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                         INTERGOLD CORPORATION
                                    (An Exploration Stage Company)

                            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                     FOR THE PERIOD JULY 26, 1996 (INCEPTION) TO DECEMBER 31, 2001



                                                     Common stock               Preferred stock
                                                 Shares        Amount        Shares         Amount
                                              -----------   -----------   -----------    -----------
<S>                                            <C>          <C>            <C>           <C>
Balance, December 31, 1998                     48,022,000   $    12,006    10,000,000    $    10,000

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

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

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

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

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

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

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

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

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

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


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

                                                  F-6

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                          INTERGOLD CORPORATION
                                     (An Exploration Stage Company)

                             CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                      FOR THE PERIOD JULY 26, 1996 (INCEPTION) TO DECEMBER 31, 2001
                                              (Continued)


                                                               Deficit
                                                             Accumulated       Other
                                               Additional      during      Comprehensive
                                                Paid-in      Development       Income
                                                Capital         Stage          (Loss)         Total
                                              -----------    -----------    -----------    -----------
<S>                                           <C>            <C>            <C>            <C>
Balance, December 31, 1998                    $ 3,483,762    $(3,590,773)   $   (95,000)   $  (180,005)

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

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

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

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

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

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

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

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

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

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


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

                                               F-6(Con't)

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                          INTERGOLD CORPORATION
                                     (An Exploration Stage Company)

                             CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                      FOR THE PERIOD JULY 26, 1996 (INCEPTION) TO DECEMBER 31, 2001



                                                  Common stock                  Preferred stock
                                             Shares          Amount          Shares          Amount
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>
Balance, December 31, 1999                  56,328,000    $     14,081       9,810,000    $      9,810

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

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

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

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

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

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

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

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

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

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

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

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

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

Net Loss, Year Ended December 31, 2001            --              --              --              --
                                          ------------    ------------    ------------    ------------
Balance, December 31, 2001                  77,140,600    $     19,284       8,710,000    $      8,710
                                          ============    ============    ============    ============


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

                                                  F-7
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                          INTERGOLD CORPORATION
                                     (An Exploration Stage Company)

                             CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                      FOR THE PERIOD JULY 26, 1996 (INCEPTION) TO DECEMBER 31, 2001
                                              (Continued)



                                                            Deficit
                                                          Accumulated        Other
                                           Additional       during       Comprehensive
                                            Paid-in       Development        Income
                                            Capital          Stage           (Loss)          Total
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>
Balance, December 31, 1999                $  7,415,877    $ (9,538,307)   $   (150,000)   $ (2,248,539)

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

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

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

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

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

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

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

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

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

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

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


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

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

Net Loss, Year Ended December 31, 2001            --            (2,678)           --            (2,678)
                                          ------------    ------------    ------------    ------------
Balance, December 31, 2001                $ 10,298,039    $(12,572,783)   $       --      $ (2,246,750)
                                          ============    ============    ============    ============


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

                                               F-7(Con't)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                        INTERGOLD CORPORATION
                                                   (An Exploration Stage Company)

                                                CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                                                                       July 26, 1996
                                                                                       Year ended       Year ended    (inception) to
                                                                                     December 31,     December 31,     December 31,
                                                                                             2001             2000             2001
                                                                                     ------------     ------------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  <S>                                                                                <C>              <C>              <C>
  Net income (loss) for the period                                                   $     (2,678)    $ (2,940,123)    $(12,337,108)
  Adjustments to reconcile net loss to net cash from operating activities:
  - Depreciation                                                                              296              592            1,634
  - Loss on disposal of fixed assets                                                        2,666             --              2,666
  - Write-off of accounts payable                                                         (41,172)            --            (41,172)
  - Gain on settlement of lawsuit                                                      (1,589,224)            --         (1,589,224)
  - Loss on settlement of debt                                                               --          1,424,213        1,424,213
  - Loss on sale of investment                                                               --             20,000           20,000
  - Non-cash exploration costs                                                               --               --          2,860,000
  - Changes in working capital assets and liabilities
       Prepaid expenses                                                                      --              5,000             --
       Advances payable                                                                   599,256          608,581        2,232,867
       Accounts payable                                                                   148,901           36,791          618,380
       Accrued interest payable                                                           135,676           87,383          421,510
       Directors fees payable                                                             (52,000)           6,500             --
                                                                                     ------------     ------------     ------------

NET CASH FLOWS USED IN OPERATING ACTIVITIES                                              (798,279)        (751,063)      (6,386,231)
                                                                                     ------------     ------------     ------------

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

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock                                                                       --            750,000        1,957,658
  Sale of Series A preferred stock                                                           --               --          2,500,000
  Sale of Series B preferred stock                                                           --               --          1,255,000
  Net cash received on settlement of lawsuit                                              798,000             --            798,000
  Note payable                                                                               --               --             50,000
                                                                                     ------------     ------------     ------------

NET CASH FLOWS FROM FINANCING ACTIVITIES                                                  798,000          750,000        6,560,658
                                                                                     ------------     ------------     ------------

INCREASE (DECREASE) IN CASH                                                                  (279)          (1,063)             127

CASH, BEGINNING OF YEAR                                                                       406            1,469             --
                                                                                     ------------     ------------     ------------

CASH, END OF YEAR                                                                    $        127     $        406     $        127
                                                                                     ============     ============     ============


OTHER NON-CASH TRANSACTIONS:
In connection with the settlement described in Note 9, during the year ended
December 31, 2001, the Company wrote off its notes payable, accrued interest,
certain accounts payable and cancelled 4,000,000 common shares with a fair value
of $20,000 resulting in a gain of $1,589,224.


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

                                                                F-8

</TABLE>

<PAGE>


                              INTERGOLD CORPORATION
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements

                                DECEMBER 31, 2001



NOTE 1:  NATURE OF CONTINUED OPERATIONS AND BASIS OF PRESENTATION

The Company is in the exploration stage of its mineral property development. To
date, the Company has not generated significant revenues from operations and has
a working capital deficit and a stockholders' deficiency of $2,246,750 at
December 31, 2001. The Company's continuance of operations and movement into an
operating basis are contingent on raising additional working capital, settling
its outstanding debts and on the future development of a new business venture.
Advances from certain significant shareholders will form the primary source of
short-term funding for the Company during the next twelve months. Accordingly,
these factors raise substantial doubt about the Company's ability to continue as
a going concern.

On September 28, 2001 the Company agreed to settle the ongoing litigation
against Auric and Dames & Moore. During the first quarter of 2000, the Company
ceased exploration of the Blackhawk claims located in the State of Idaho. As a
result of the settlement, 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 have been
cancelled. In addition all related promissory notes to Auric and Geneva have
been cancelled and four million shares of common stock previously issued for the
technology sub-license agreement have been returned to the Company for
cancellation. Since further consulting conducted by multiple independent
consultants to the Company indicated that gold is not present in economic
quantities on the Blackhawk claims, all exploration related business operations
have ceased and the Company has abandoned all of its mineral properties. 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 ("IGC"). IGC was
acquired by purchase on July 23, 1997. The acquisition of International Gold
Corporation has been accounted for on the purchase method of accounting. All
significant intercompany transactions and account balances have been eliminated.

Mineral property costs

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

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

Loss Per Share
Basic earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive earnings per share reflects the potential
dilution of securities that could share in the earnings of the Company. As of
December 31, 2001, 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.

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

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

                                      F-9

<PAGE>


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


NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)

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.


NOTE 3:  ADVANCES PAYABLE

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

                                                        2001            2000
                                                     -----------     -----------



     Sonanini Holdings Ltd.                          $   442,770     $   442,770
     Investor Communications International, Inc.         749,381         280,775
     Amerocan Marketing, Inc.                            151,000          60,000
     Tristar Financial Services Ltd.                     145,400         115,000
     Brent Pierce                                          9,150               -
     Grant Atkins                                            100               -
                                                     -----------     -----------
                                                     $ 1,497,801     $   898,545
                                                     ===========     ===========


The advances bear 10% simple interest and are due on demand. There is $351,758
of interest accrued on the advances as of December 31, 2001 (2000 - $225,347).
See Note 8 - Related Party Transactions.

                                      F-10

<PAGE>
<TABLE>
<CAPTION>



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



NOTE 4   :        NOTES PAYABLE                                                                            December      December
                                                                                                           31, 2001      31, 2000
<S>                                                                                                        <C>          <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. The note for $250,000 and accrued interest
of $17,137 has been cancelled as per the Settlement Agreement of
September 28, 2001.  See Note 9.                                                                           $   --       $ 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.  The note for
$250,000 and accrued interest of $17,137 has been cancelled as per the Settlement Agreement of
September 28, 2001.  See Note 9.                                                                               --         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, 2001 totals $10,166.                                                           50,000        50,000

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

                                                                                                           $  51,890     $ 551,890
                                                                                                           =========     =========


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.

                                      F-11
</TABLE>

<PAGE>


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


NOTE 5:  STOCKHOLDERS' EQUITY (con't)

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

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

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

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

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

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

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

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

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

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

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

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

Series A
--------

Pursuant to a private placement memorandum dated August 10, 1998, the Company
offered 50 Series A units at a cost of $50,000 each for a total of $2,500,000.
Each unit consisted of 200,000 shares of Series A Preferred stock with a par
value of $.001 per share and 200,000 warrants. Each warrant entitles the holder
to purchase one share of restricted common stock at $.25 per share. The warrants
expire on July 31, 2001. The Series A preferred shares are redeemable by the
Company at any time after July 31, 2001 for $.25 per share, plus accrued and
unpaid dividends. Dividends will accrue cumulatively at the rate of 20% per
year, and will be paid annually in arrears when, as and if declared by the
Company's Board of Directors. The Company may redeem the warrants at any time at
a cost of $.01 per warrant. Each Series A preferred share is convertible into
one share of restricted common stock and all then accrued and unpaid dividends
are convertible into restricted common stock at the conversion price of $.25 per
share.

                                      F-12

<PAGE>


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


NOTE 5:  STOCKHOLDERS' EQUITY (con't)

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.

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, 2001, there are 6,200,000 Series A Preferred shares issued
and outstanding. If the Company's Series A Preferred shareholders elect to
convert the remaining outstanding Series A Preferred shares, an additional
10,173,800 shares of common stock would be issued, including 3,973,800 shares in
settlement of accrued 20% cumulative undeclared dividends totaling $993,450.

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, 2001, there are 2,510,000 Series B Preferred shares issued
and outstanding. If the Company's Series B Preferred shareholders elect to
convert the remaining outstanding Series B Preferred shares, an additional
3,889,000 shares of common stock would be issued, including 1,379,000 shares in
settlement of accrued 20% cumulative undeclared dividends totaling $689,500.


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 of common stock. Selected information regarding
the Company's employee stock options as of December 31, 2001 are as follows:

                                      F-13

<PAGE>


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


NOTE 6:  EMPLOYEE STOCK OPTION PLAN (con't)

                                                    December 31, 2001
                                                ---------------------------
                                                               Weighted
                                                Number of       average
                                                 options     exercise 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 During the Year                    -                -
     Options Exercised During the Year                  -                -
     Options Forfeited During the Year                  -                -
     Options Expired During the Year                    -                -

As of December 31, 2001, 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 15 years 361 days.

NOTE 7:  TECHNOLOGY SUB-LICENSE AGREEMENT

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

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

NOTE 8:  RELATED PARTY TRANSACTIONS

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

One director of Intergold Corporation has been contracted by ICI and Amerocan
and is part of the management team provided to Intergold Corporation and its
subsidiary. During the year ended December 31, 2001 a total of $546,100 was
incurred to these private companies which are also significant shareholders for
managerial, administrative and investor relations services provided to the
Company and its subsidiary. During the year ended December 31, 2001 these
companies paid a total of $18,250 to a director for services provided to the
Company and its subsidiary.

During the year ended December 31, 2001 net cash advances of $43,905 were
received from ICI and other shareholders. Interest of $78,379 was accrued on
outstanding advances and fees owing.

During the year ended December 31, 2001 accrued director fees totaling $52,000
were cancelled.

                                      F-14

<PAGE>


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


NOTE 9:  SETTLEMENT OF LAWSUIT

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

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

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

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

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

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

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

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

                                      F-15

<PAGE>


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


NOTE 9:  SETTLEMENT OF LAWSUIT (con't)

As the Company had not generated revenues and has no liquid assets to commit to
fund the significant estimated future expenses associated with ongoing
litigation, Geneva, the Company, IGC, Tristar Financial Services, Inc.
("Tristar") and Alexander Cox ("Cox") entered into a funds sharing agreement
(the "Funds Sharing Agreement") dated on June 28, 2001, executed in July 2001.
Pursuant to the terms of the Funds Sharing Agreement, (i) Tristar would fund the
direct costs of the litigation on a best efforts basis relating to the Lawsuit
for the period from April 1, 2001 to the date that the Lawsuit was settled; (ii)
as consideration therefore, Tristar would receive thirty percent (30%) of the
gross proceeds received by Geneva, the Company and IGC from any and all
settlements relating to the Lawsuit, plus the repayment of all payments and
advances made by Tristar (the "Tristar Payment"); and (iii) the Tristar Payment
would be shared with Cox in proportion of (a) the funds advanced and paid by Cox
to Tristar for the purpose of funding the costs of the litigation, (b) divided
by the total amount of funds advanced by and paid by Tristar, (c) times the
amount of the Tristar Payment. Cox is a significant shareholder of the Company
and as of the date of these financial statements, holds an approximate 17%
equity interest.

During September 2001, a settlement was reached and all parties agreed to have
the lawsuit dismissed. Geneva, the Company, IGC and other parties received an
aggregate of $798,000 in settlement proceeds. Of the $808,000 in settlement
proceeds, $345,000 was paid for outstanding amounts due and owing to legal
counsel relating to the litigation, $10,000 was paid to Goldstate Corporation
and the remaining $453,000 was paid to Tristar in full settlement of amounts
incurred by Tristar pursuant to the provisions of the Funds Sharing Agreement.
In addition, the promissory notes totaling $500,000 to AuRIC and Geneva were
cancelled along with accrued interest of $34,274, 4,000,000 shares issued to
AuRIC and Geneva were returned to treasury for cancellation, and all accounts
payable owing to Dames & Moore and MBM totaling $236,950 were written off,
resulting in a gain of $1,589,224. As costs of litigation exceeded the funds
received from the Settlement, as per the lawsuit initiated by Geneva and IGC, on
behalf of the Company, Intergold did not receive any cash benefit from the
Settlement.

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


NOTE 10: INCOME TAXES

The Company incurred operating losses or gains for the year ended December 31,
2001 and 2000 of approximately $2,678 and $2,940,123, respectively. The Company
has adopted FASB No. 109 for reporting purposes. As of December 31, 2001, the
Company had net operating loss carry forwards of approximately $10,627,000 which
expire between the years 2007 - 2016. Due to the uncertainty of realization the
Company has provided a full valuation allowance for the deferred tax assets
resulting from these loss carry forwards.

                                      F-16

<PAGE>


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

     Since January 1, 1997 to August 8, 2000, the Company had a former
accountant. Since August 9, 2000 and to date, the Company's current principal
independent accountants have not resigned or declined to stand for re-election
or were dismissed. The Company'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 the
Company determined that the accounting firm of Labonte & Co. be engaged to
provide services. Such decision to change accountants was approved by the board
of directors of the Company. During the Company'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 either Johnson, Holscher &
Company, P.C. nor with LaBonte & Co., 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 either Johnson, Holscher & Company, P.C. or LaBonte & Co., would
have caused Johnson, Holscher & Company, P.C. or LaBonte & Co. to make reference
to the subject matter of the disagreements in its respective reports.

     Neither the Company's current principal independent accountants nor its
former principal independent accountant have provided an adverse opinion or
disclaimer of opinion to the Company'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, 2001 is qualified as to the Company's ability to continue as a
going concern.

     The Company'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.

                                       13

<PAGE>


                                    PART III

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

Identification of Directors and Executive Officers

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

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

Gary J. Powers             54                 President and Director

Grant Atkins               41                 Secretary, Treasurer and Director

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

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

Gary J. Powers             54                 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               41                 President, Secretary/Treasurer and
                                              Director

     GARY J. POWERS has been the President and a Director of the Company 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

                                       14

<PAGE>


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.
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 the
Company since September of 1998. Mr. Atkins has also been the sole director and
the President, Secretary and Treasurer of Intergold Mining Corporation since
March of 1998. 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 the Company 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, Hadro
Resources, Inc., an OTC Bulletin Board public company engaged in oil and natural
gas exploration and development within the United States and internationally,
and Eduverse.Com, an OTC Bulletin Board public company.

Compliance with Section 16(a) of the Exchange Act

     Section 16(a) of the Exchange Act requires the Company's directors and
officers, and the persons who beneficially own more than ten percent of the
common stock of the Company, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Copies of all filed
reports are required to be furnished to the Company pursuant to Rule 16a-3
promulgated under the Exchange Act. Based solely on the reports received by IGCO
and on the representations of the reporting persons, the Company believes that
these persons have complied with all applicable filing requirements during the
fiscal year ended December 31, 2001.

ITEM 10. EXECUTIVE COMPENSATION

Compensation of Officers and Directors

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

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

                                       15

<PAGE>


     During fiscal year ended December 31, 2001, $546,100 was incurred payable
to ICI and Amerocan for amounts due and owing for operational management,
administrative, financial and other services rendered. During fiscal year ended
December 31, 2001, net cash advances of $43,905 were made by ICI to the Company.
During fiscal year ended December 31, 2001, the Company paid $5,500 to ICI and
Amerocan towards an aggregate principal amount due of $590,005 plus $78,379 in
accrued interest. One of the Company's officers/directors is employed by ICI and
Amerocan and part of the management team provided by ICI and Amerocan to the
Company.

     Of the amounts paid to ICI during fiscal year 2001, Grant Atkins received
approximately $18,500, and Gary Powers received $-0-. Of the amounts paid to
Amerocan during fiscal year 2001, Grant Atkins received $-0- and Gary Powers
received $-0-. See "Summary Compensation Table" below.

     Executive compensation is subject to change concurrent with the Company's
requirements. None of the officers and directors of the Company are officers or
directors of Amerocan or ICI, nor does the Company own of record capital stock
of Amerocan or ICI although certain officers or directors comprise the
management teams of Amerocan and ICI.

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

                               Annual Compensation           Awards      Payouts
                              ---------------------       -------------  -------
                                 $      $       $          $       #       $
Name and Position             Salary  Bonus   Other       RSA   Options    LTIP
--------------                ------  -----   -----       ---   -------  ------
                                                   (1)
Gary Powers             1999     0      0    $57,000       0       0       0
Pres./Director          2000     0      0    $33,000       0       0       0
                        2001     0      0    $     0       0       0       0

                                                   (1)
Grant Atkins            1999     0      0    $61,000       0       0       0
Secretary/Director      2000     0      0    $57,500       0       0       0
                        2001     0      0    $18,500       0       0       0

                                                   (1)
Harold Gooding          1999     0      0    $     0       0       0       0
Director                2000     0      0    $13,500       0       0       0
                        2001     0      0    $     0       0       0       0

Michael Mehrtens, Ph.D. 1999     0      0    $97,425       0       0       0
Chief Geologist,        2000     0      0    $     0       0       0       0
Consultant              2001     0      0    $     0       0       0       0


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

(2) Received pursuant to contractual arrangements between the Company and MBM
Consultants, Inc.

                                       16

<PAGE>


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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

                                       17

<PAGE>


--------------------------------------------------------------------------------
Title of Class        Name and Address         Amount and Nature     Percent of
                    of Beneficial Owner       of Beneficial Owner     of Class
--------------------------------------------------------------------------------
                                                             (1)
Common Stock         Alexander Cox                 13,245,000          17.17%
                     428 - 755 Burrard Street
                     Vancouver, British Columbia
                     Canada V6Z 1X6

                                                             (1)
Common Stock         Calista Capital Corporation   10,040,263          13.02%
                     P.O. Box W-961
                     St. Johns, Antigua
                                                             (1)
Common Stock         Buffy Holdings Ltd.            8,467,400          10.98%
                     C/O Frederick Gottlieb
                     P.O. Box AB20405
                     Marsh Harbor, Abaco Bahamas
                                                             (1)
Common Stock         Intergold Mining Corporation  17,424,300          22.59%
                     3305 W. Spring Mountain Road
                     Suite 60
                     Las Vegas, Nevada 89102
                                                             (1)
Common Stock         Investor Communications        6,992,000           9.06%
                     International, Inc.
                     435 Martin Street, Suite 2000
                     Blaine, Washington 98320
                                                             (1)
Common Stock         Amerocan Marketing, Inc.       6,917,000           8.97%
                     219 Broadway, Suite 505
                     Laguna Beach, California 92651
                                                             (1)
Common Stock         Phoenix Asset Corp.            5,709,300           7.40%
                     P.O. Box W-960
                     St. Johns, Antigua
                                                             (2)
Common Stock         All officers and directors     1,100,000           0.14%
                     as a group (2 persons)

--------------------------------------------------------------------------------
(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.

                                       18

<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The officers/directors of the Company 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 the Company 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 the
Company. The officers/directors of the Company intend to resolve such conflicts
in the best interests of the Company. Moreover, the officers/directors will
devote their time to the affairs of the Company 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.


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 27, 2002                       By:  /s/  GARY POWERS
                                              ----------------------------------
                                                      Gary Powers, President


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