UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K





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


ACT
OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2008




Commission file number
333-123134





INTERNATIONAL
GOLD CORP.


(Exact
name of registrant as specified in its charter)





NEVADA


(State
or other jurisdiction of incorporation or organization)




789
West Pender Street, Suite 1010


Vancouver,
British Columbia


Canada
V6C 1H2


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




(604)
606-7979


(Registrant’s
telephone number, including area code)




Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.Yes [ ]
No [X]




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act:


Yes
[ ] No [X]




Indicate by check mark whether the registrant (1) has
filed all reports required by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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 [
]




Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulations S-K is not contained herein, and will
not 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-K
or any amendment to this Form 10-K.[X]




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




Large Accelerated
Filer                                                      [
]                      Accelerated
Filer                                                                        
 [ ]


Non-accelerated
Filer                                                       
  [
]                      Smaller
Reporting
Company                                                      [X]


(Do
      not check if a smaller reporting
company)




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




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 price of such common equity, as of March 30,
2009 - $0.00





















Forward
Looking Statements




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




TABLE
OF CONTENTS


PART
      IItem
      1.
                    Business.Item
      1A.
                    Risk
      Factors.Item
      1B.
                    Unresolved
      Staff Comments.Item
      2.
                    Properties.Item
      3.
                    Legal
      Proceedings.Item
      4.
                    Submission
      of Matters to a Vote of Security Holders.PART
      IIItem
      5
                    Market
      Price for the Registrant’s Common Equity, Related Stockholders
      Mattersand
      Issuer Purchases of Equity Securities.Item
      6.
                    Selected
      Financial Data.Item
      7.
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation.Item
      7A.
                    Quantitative
      and Qualitative Disclosures About Market Risk.Item
      8.
                    Financial
      Statements and Supplementary Data.Item
      9.
                    Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.Item
      9A.
                    Evaluation
      of Disclosure Controls and Procedures.Item
      9B.
                    Other
      Information.PART
      IIIItem
      10.
                    Directors
      and Executive Officers, Promoters and Corporate
  Governance.Item
      11.
                    Executive
      Compensation.Item
      12.
                    Security
      Ownership of Certain Beneficial Owners and Management and
      RelatedStockholder
      Matters.Item
      13.
                    Certain
      Relationships and Related Transactions, and Director
      Independence.Item
      14.
                    Principal
      Accounting Fees and Services.PART
      IVItem
      15.
                    Exhibits
      and Financial Statement
Schedules.




PART
I.




ITEM
1.                      BUSINESS.




General




We were incorporated in the State of Nevada on December
9, 2004. We will be engaged in the acquisition and exploration of mining
properties. We maintain our statutory registered agent's office at 6100 Neil
Road, Suite 400, Reno, Nevada 89544 and our business office is located at 789
West Pender Street, Suite 1010, Vancouver, British Columbia, Canada V6C 1H2. Our
telephone number is (604) 606-7979.




We have no plans to change our business activities or to
combine with another business, and are not aware of any events or circumstances
that might cause us to change our plans. We have no present plans to be acquired
or merged with another company nor do we, nor any of our shareholders, have
plans to enter into a change of control or similar
transaction.




We have no revenues, have losses since inception, have
no operations, and have been issued a going concern opinion by our auditor. We
are relying upon the sale of securities in this offering to fund our
operations.




We are an exploration stage mining company. Exploration
stage is the process of prospecting for mineralized material. Mineralized
material is a mineralized body which has been delineated by appropriate spaced
drilling or underground sampling to support sufficient tonnage and average grade
of metals to justify removal. Our exploration program is divided into phases.
Phase 1 calls for the retention of a consultant to manage our exploration
program. We will not do business with any affiliate consultant. Phase 2 calls
for core drilling to obtain samples. Phase 3 calls for analyzing the samples to
determine if mineralize material exists. We will make a decision whether to
proceed with each successive phase of the exploration program upon completion of
the previous phase and upon analysis of the results of each phase. Even if we
complete our current exploration program and we are successful in identifying
mineralized material, we will have to spend substantial funds on further
drilling and engineering studies before we would have a commercially viable
mineral deposit called a reserve.













Background




All Canadian lands and minerals which have not been
granted to private persons are owned by either the federal or provincial
governments in the name of Her Majesty. Ungranted minerals are commonly known as
Crown minerals. Ownership rights to Crown minerals are vested by the Canadian
Constitution in the province where the minerals are
located.




In the nineteenth century, the practice of reserving the
minerals from fee simple Crown grants was established. Legislation now ensures
that minerals are reserved from Crown land dispositions. The result is that the
Crown is the largest mineral owner in Canada, both as the fee simple owner of
Crown lands and through mineral reservations in Crown grants. Most privately
held mineral titles are acquired directly from the Crown, with fee simple title
to the property residing with the Crown. Canadian jurisdictions allow a mineral
explorer to claim a portion of available Crown lands as its exclusive area for
exploration by depositing posts or other visible markers to indicate a claimed
area. The process of posting the area is known as
“staking.”


In January of 2005, British Columbia moved to an online
system of mineral claim management and staking. As of that time, the province
was divided into grids using the Universal Transverse Mercator (UTM) system.
Claim owners were then given the opportunity to convert their old claims into
the new system. Under the old claim system claims were staked on the ground with
posts and tags. Now, claims may be purchased and recorded online without the
need for physical staking.




The property on which we have an interest in the mineral
rights is in British Columbia and governed by British Columbia law. We do not
have any ownership rights in the underlying property, nor do we hold title to
the mineral claim itself. The claim is a mining lease issued pursuant to the
British Columbia Mineral Act. The lessee, in our case Woodburn Holdings Ltd., a
British Columbia corporation entirely owned and controlled by our sole officer
and director, Robert Baker, has exclusive rights to mine and recover all of the
minerals contained within the surface boundaries of the lease continued
vertically downward.




History
of our Mineral Claim




Glengarry Developments Inc., a non-affiliated third
party, acquired our mineral claim from the Crown. In December 2004, Woodburn
Holdings Ltd. (Woodburn), a British Columbia corporation entirely owned and
controlled by our sole officer and director, Mr. Baker, paid Glengarry
Developments Inc. (Glengarry) to stake the mineral claim and then purchased the
claim from Glengarry for $8,500. Although Glengarry issued a bill of sale for
the claim to Woodburn in Dec. 2004, the claim was not recorded in Woodburn’s
name untill Feb. 2006. We owe Woodburn Holdings Ltd. $8,500 for our interest in
the mineral rights which it holds for us.




Lloyd Tattersall is a staking agent employed by
Glengarry Development Corp. Glengarry is located 1395 Marine Drive, West
Vancouver, British Columbia, Canada V7T 2X8. Glengarry Development Corp. is in
the business of staking mining claims and assisting with the process of
recording mining claims in British Columbia. Mr. Tattersall has been staking
claims since 1962. His British Columbia license number is 12657. Mr. Tattersall
has also served on the board of directors of Gavex Gold Mines Ltd., El Camino
Resources Corp., and Big Valley Resources Corp, all Canadian publicly traded
companies.




There are no officers, directors or shareholders of
Woodburn Holdings Ltd. other than Mr. Baker. Woodburn is a corporation Mr. Baker
uses to conduct a portion of his personal business for the receipt of property
in trust such as the mining claims described in this registration statement and
for money received for services rendered as a director of Global Green Solutions
Inc. and for purchasing and selling securities. He conducts a portion of his
personal business in Woodburn Holdings because there is a personal tax advantage
to him to do so.




The claim was transferred to Woodburn Holdings Ltd,
which is holding the claim for us. The claim was recorded in Woodburn Holdings
Ltd.’s name because under British Columbia law, mineral claims may only be held
by British Columbia residents, including British Columbia corporations. Since we
are an American corporation, we can never possess legal mineral claims on the
land. In order to hold title in compliance with the law, we would have to
incorporate a British Columbia wholly owned subsidiary corporation and obtain
audited financial statements. The costs associated with forming a subsidiary
include legal fees, accounting fees and filing fees, and could be up to $12,500.
Because the costs associated with forming a wholly owned British Columbia
subsidiary corporation would likely be a waste of money at this time, we have
elected not to create the subsidiary. We decided to have Woodburn Holdings Ltd.
hold title to the claim while we ascertain whether forming a British Columbia
subsidiary corporation would be worthwhile.


Title
to Mineral Claim and Forming a Subsidiary




Woodburn Holdings Ltd. has not provided us with a signed
or executed bill of sale in our favor. Woodburn Holdings Ltd. will issue a bill
of sale to a subsidiary corporation we may form if mineralized material is
discovered on the property. We are relying on Mr. Baker’s word that Woodburn
will transfer the title of the mineral claim to us in the event that we find
mineralize material and decide to proceed with our mining
activities.




Thus, in the event we find mineralized material and
believe the mineralized material can be economically extracted, we intend to
form a wholly-owned British Columbia subsidiary corporation. Should Mr. Baker
transfer title to another party, and they record the deed before we record our
documents, the other party will have superior title and we will have none. As a
result, we would have to cease or suspend our operations. Since Woodburn
Holdings executed an agreement wherein the property is held in trust for us, we
believe if Mr. Baker, as president of Woodburn Holdings Ltd., transfers title to
a third party, we would have a cause of action for monetary damages against Mr.
Baker and Woodburn Holdings Ltd. By the terms of the agreement, Woodburn
Holdings Ltd. holds in trust for International Gold Corp., a 100% undivided
interest in the following claim:




Date
      of
              Date
      ofClaim
      No.
              Recording
              Expiration516362
              December
      10, 2004
              June
      15, 2009




Woodburn Holdings Ltd. will deliver full title on demand
to International Gold Corp. for as long as the claims are in good standing with
the Province of British Columbia. We would have a cause of action against Mr.
Baker if the transferred the property to a third party. This is because Mr.
Baker, as our sole officer and director, has a fiduciary duty to us. We also
believe we would have a cause of action against Woodburn Holdings Ltd. for
breaching the trust agreement. In that Mr. Baker, through Woodburn Holdings, is
a major shareholder of our company, we believe there is no conflict of interest
in this area.











Real
Property Underlying the Mineral Claim




Our mineral claim is on real property that is
unencumbered, that is, there are no other claims, liens, charges or liabilities
against the property. There are no competitive conditions where the action of
some unaffiliated third party which could affect the property. There are no
native land claims that affect title to the property. Further, there is no
insurance covering the property. We believe that no insurance is necessary since
the property is unimproved and contains no buildings or
improvements.




To date we have not performed any work on the property.
We are presently in the exploration stage and we cannot guarantee that a
commercially viable mineral deposit, a reserve, exists in the property until
further exploration is done and a comprehensive evaluation concludes economic
and legal feasibility.




We have no plans to try interest other companies in the
property if mineralization is found. If mineralization is found, we will try to
develop the property ourselves.




Our Mineral
Claim




The following is a list of the claim number, date of
recording and expiration date of our claim:




Date
      of
              Date
      ofClaim
      No.
              Recording
              Expiration516362
              December
      10, 2004
              June
      15, 2009




Our claim measures 500 meters by 500 meters. Information
about the property was provided by Mr. Tattersall.




In order to maintain this claim, Woodburn Holdings Ltd.
must pay a fee of approximately $866 each year, until 2009, when the fees will
increase to $1,652. The claim is currently in good standing until June 15, 2009.
Afterwards, Woodburn Holdings Ltd. can renew the claim indefinitely, either by
performing work or making a payment in lieu of work.




Claim maintenance must be performed on or before the
expiration date of the claim. There is no grace period if there is a default on
the work or on paying in lieu of performing work. The claim will be
automatically forfeited. Woodburn Holdings Ltd. will not cause the claim to
expire by failing to renew it or by failing to perform work, provided
mineralized material is found. In the event that our exploration program fails
to find mineralized material, Woodburn will allow the claim expire and we will
cease operations. The claim can be allowed to expire by not paying the annual
fee and thereby renewing the claim.




There is no equipment or other infrastructure facilities
on the property.




The property was selected by Mr. Baker, our sole officer and director. No
technical information was used to select the property.




Location
and Access




The property is located on the south end of Polley Lake
approximately 90 kilometers northeast of the city of Williams Lake. Traveling 90
Kilometers northeast on paved road can access it. Numerous local logging and
exploration roads give good access to all parts of the
property.




Physiography




The property lies between elevations of 700 meters and
1300 meters. The claim is 500 meters long by 500 meters wide, approximately 53
acres. It is flat and accessible on the east side of the Imperial Metals Ltd.
Mount Polley Mine Property. Vegetation consists mainly of Pine and
Fir.




The property is snow-free from May to November.
Providing a six to seven month exploration season. As such, no exploration will
take place from approximately December to April.




The property raw undeveloped land covered with
vegetation. There is no available electricity. Electricity will have to be
provided with gasoline or diesel generators. There is no appearance of any work
having been conducted on the property.




Property
Geology




The property is covered by pink and gray medium to fine
grained diorite, monzonite and syenite, maroon and gray polyllithic volcanic
breccias. The major types of rocks found on the property are monzonite syenite
(which is gravel, sand, silt and clay).




We did not rely on technical information in selecting
the property. Mr. Baker, our president, was responsible for the selection of the
property.




Mineralization




No mineralization has been found on the
property.




History
of Previous Work




No work has been preformed on the
property.




Our
Proposed Exploration Program




We
are an exploration stage corporation and there is no assurance that a
commercially viable mineral deposit exists on any of the property we intend to
explore. Further, additional will be required before a final evaluation as to
the economic and legal feasibility is determined. We will make a decision
whether to proceed with each successive phase of the exploration program upon
completion of the previous phase and upon analysis or the results of the
program. Even if we complete our current exploration program and its is
successful in identifying a mineral deposit, we will have to spend substantial
funds on further drilling studies and engineering before we know if we have a
commercially viable mineral deposit, a reserve.




We have no revenues, have losses since inception, have
no operations, and have been issued a going concern opinion by our auditor. We
are relying upon the sale of securities in this offering to fund our proposed
plan of exploration.







We are prospecting for gold. Our target is mineralized
material. Our success depends upon finding mineralized material. Mineralized
material is a mineralized body which has been delineated by appropriate spaced
drilling or underground sampling to support sufficient tonnage and average grade
of metals to justify removal. If we do not find mineralized material or we
cannot remove mineralized material, either because we do not have the money to
do it or because it is not economically feasible to do it, we will cease
operations and you will lose your investment. We anticipate being able to
delineate a mineralized body, if one exists, within nine months of beginning
exploration.




In addition, we may not have enough money to complete
our exploration of the property. If it turns out that we have not raised enough
money to complete our exploration program, we will try to raise additional funds
from a second public offering, a private placement or through loans. At the
present time, we have not made any plans to raise additional money and there is
no assurance that we would be able to raise additional money in the future. If
we need additional money and cannot raise it, we will have to suspend or cease
operations.




We must conduct exploration to determine what amount of
minerals, if any, exist on the property and if any minerals which are found can
be economically extracted and profitably processed.




The property is undeveloped raw land. Detailed
exploration and surveying has not been initiated and will not be initiated until
we raise money in this offering. That is because we do not have money to start
exploration. Once the offering is concluded, we intend to start exploration
operations. To our knowledge, the property has never been mined. The only event
that has occurred is the staking of the property by Glengarry Development Corp.,
a physical examination of the property and one day of prospecting. The cost of
staking the claims was included in the $8,500 which Woodburn Holdings Ltd. paid
to Glengarry Development Corp. We must explore for and find mineralized
material. If we find mineralized material, we will then determine if it is
economically feasible to remove the mineralized material. Economically feasible
means that the costs associated with the removal of the mineralized material
will not exceed the price at which we can sell the mineralized material. We
cannot predict what that will be until we find mineralized
material.




Our exploration program is designed to economically
explore and evaluate the property. We do not know if we will find mineralized
material, however, the likelihood is remote.




We do not claim to have any minerals or reserves
whatsoever at this time on any of the property.




We intend to implement an exploration program which
consists of core sampling. Core sampling is the process of drilling holes to a
depth of up to 300 feet in order to extract a samples of earth. Mr. Baker will
determine where drilling will occur on the property in consultation with an
exploration consultant, who he will select, provided that we raise the minimum
amount of this offering. To date, we have not selected a consultant or entered
into any contracts with any consultants. We will not do business with any
affiliated consultant. There are numerous exploration consultants in British
Columbia that can provide the services we require. The samples will be tested to
determine if mineralized material is located on the property. Based upon the
tests of the core samples, we will determine if we will terminate operations,
proceed with additional exploration of the property, or develop the property.
The proceeds from this offering are designed to only fund the costs of core
sampling and testing. We intend to take our core samples to ALS Chemex,
analytical chemists, geochemists and registered assayers located in North
Vancouver, British Columbia. There is no affiliation or prior relationship
between us and our management and ALS Chemex. Further, there is no contract with
ALS Chemex at the present time.


We estimate the cost of core sampling will be $20.00 per
foot drilled. The amount of drilling will be predicated upon the amount of money
raised in this offering. If we raise the minimum amount of money, we will drill
approximately 2,250 linear feet or 8 holes. Assuming that we raise the maximum
amount of money, we will drill approximately 7,000 linear feet, or up to 23
holes to a depth of 300 feet. We estimate that it will take up to three months
to drill 20 holes to a depth of 300 feet. We will pay an exploration consultant
up to a maximum of $5,000 per month for his services during the three month
period or a total of $15,000. The total cost for analyzing the core samples will
be $3,000. We will begin drilling ninety days after this offering is closed,
weather permitting. To date, we have not paid any fees for an exploration
consultant.




The breakdown of estimated times and dollars was made by
Mr. Baker, our sole officer and director.




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




If we do not find mineralized material on the property,
Woodburn Holdings Ltd. will allow the claim to expire, and we will cease
operations. The claim can be allowed to expire by failing to pay annual fee on
the claim.




We cannot provide you with a more detailed discussion of
how our exploration program will work or our likelihood of success. This is
because we have a piece of raw land and we intend to look for mineralized
material. We may or may not find any mineralized material. We hope we do, but it
is impossible to predict the likelihood of such an event, except to say that it
is unlikely.




We do not intend to interest other companies in the
property if we find mineralized materials. We intend to try to develop the
reserves ourselves.




We do not have any plan to make our company generate
revenue because we have not found economic mineralization yet and it is
impossible to project revenue generation from
nothing.




We anticipate starting exploration operation within 90
days of the completion of this offering, weather
permitting.




To date, $8,500 has been spent on the property which
includes the cost of staking and the transfer of title from Glengarry
Development to Woodburn Holdings Ltd. The cost of staking was paid by Woodburn
Holding Ltd. Depending upon the amount of money raised in our public offering,
we intend to spend as follows:




*           Between
$5,000 and $15,000 for consulting services;


*           Between
$50,000 and $135,000 on core sampling; and,


*           $10,000
on analysis of our core samples.




The property is without known reserves and the proposed
plan is exploratory in nature.







Competitive
Factors




The gold mining industry is fragmented. We believe that
we are one of the smallest exploration companies in existence. We are an
infinitely small participant in the gold mining market. We do not compete with
other exploration companies since we will be conducting exploration activities
on one property and we have no plans to acquire additional properties. Readily
available gold markets exist in Canada and around the world for the sale of
gold. Therefore, we will be able to sell any gold that we are able to
recover.




Regulations




Our mineral exploration program is subject to the
Canadian Mineral Tenure Act Regulation. This act sets forth rules
for




*           locating
claims


*           posting
claims


*           working
claims


*           reporting
work performed




We are also subject to the British Columbia Mineral
Exploration Code which tells us how and where we can explore for minerals. We
must comply with these laws to operate our business. Compliance with these rules
and regulations will not adversely affect our
operations.




Environmental
Law




We are also subject to the Health, Safety and
Reclamation Code for Mines in British Columbia. This code deals with
environmental matters relating to the exploration and development of mining
properties. Its goals are to protect the environment through a series of
regulations affecting:




1.           Health
and Safety


2.           Archaeological
Sites


3.           Exploration
Access




We are responsible to provide a safe working
environment, not disrupt archaeological sites, and conduct our activities to
prevent unnecessary damage to the property.




We will secure all necessary permits for exploration
and, if development is warranted on the property, will file final plans of
operation before we start any mining operations. We anticipate no discharge of
water into active stream, creek, river, lake or any other body of water
regulated by environmental law or regulation. No endangered species will be
disturbed. Restoration of the disturbed land will be completed according to law.
All holes, pits and shafts will be sealed upon abandonment of the property. It
is difficult to estimate the cost of compliance with the environmental law since
the full nature and extent of our proposed activities cannot be determined until
we start our operations and know what that will involve from an environmental
standpoint.




We are in compliance with the foregoing and will
continue to comply with the law in the future. We believe that compliance will
not adversely affect our business operations in the
future.


Exploration stage companies have no need to discuss
environmental matters, except as they relate to exploration activities. The only
“cost and effect” of compliance with environmental regulations in British
Columbia is returning the surface to its previous condition upon abandonment of
the property. We cannot speculate on those costs in light of our ongoing plans
for exploration. In any event, we have not allocated any funds for the
reclamation of the property.




Subcontractors




We intend to use the services of subcontractors for
manual labor exploration work on our properties.




Employees and
Employment Agreements




At present, we have no employees, other than our sole
officer and director. Our sole officer and director is part-time employee and
will devote about 10% of his time to our operation. Accordingly, we have a total
of one part-time employee. Our sole officer and director does not have an
employment agreement with us. We presently do not have pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans; however, we
may adopt plans in the future. There are presently no personal benefits
available to our sole officer and director. Mr. Baker will handle our
administrative duties. Because Mr. Baker is inexperienced with exploration, we
will hire qualified persons to perform the surveying, exploration, and
excavating of our property. As of today, we have not looked for or talked to any
geologists or engineers who will perform work for us in the future. We do not
intend to do so until we complete this offering.




Other
Mining Claims held by Woodburn Holdings Ltd.




Woodburn Holdings Ltd. currently holds no other mineral
properties.







ITEM
1A.                                RISK
FACTORS.





Please consider the following risk
factors.




1.Because
our auditors have issued a going concern opinion, there is substantial
uncertainty we will continue operations in which case you could lose your
investment.




Our auditors have issued a going concern opinion. This
means that there is substantial doubt that we can continue as an ongoing
business for the next twelve months. As such, we may have to cease operations
and you could lose your investment.


2. Because
the probability of an individual prospect ever having reserves is extremely
remote, any funds spent on exploration will probably be
lost.




The probability of an individual prospect ever having
reserves is extremely remote. In all probability, the property does not contain
any reserves. As such, any funds spent on exploration will probably be lost,
which will result in a loss of your
investment.


3.
We may not
have access to funds to begin our operations by April 11, 2009 in order to reach
the minimum amount of our public offering. As a result, we may not begin our
operations.




We are offering up to a total of 2,000,000 shares of
common stock on a self-underwritten basis, 1,000,000 shares minimum, 2,000,000
shares maximum. The offering price is $0.10 per share. In the event that
1,000,000 shares are not sold by April 11, 2009, all money received by us will
be promptly returned to the subscriber without interest or deduction of any
kind. If at least 1,000,000 shares are sold by April 11, 2009, all money
received by us will be retained by us and there will be no refund. As a result,
if we raise the minimum amount of our public offering, we may not begin
operations until April 11, 2009. If we do not raise the minimum amount in our
public offering, the subscriptions received will be returned and we may not
begin our operations.




4. Our
management lacks technical training and experience in mining operations and
consequently our operations, earnings and ultimate financial success could be
irreparably harmed.




Our management lacks technical training and experience
with exploring for, starting, and operating a mine. With no direct training or
experience in these areas, management may not be fully aware of many of the
specific requirements related to working within the industry. Management’s
decisions and choices many not take into account standard engineering or
managerial approaches mineral exploration companies commonly use. Consequently,
our operations, earnings and ultimate financial success could suffer irreparable
harm due to management’s lack of experience in the
industry.




5. We lack an
operating history and have losses which we expect to continue into the future.
As a result, we may have to suspend or cease
operations.




We were incorporated in December 2004 and we have not
started our proposed business operations or realized any revenues. We have no
operating history upon which an evaluation of our future success or failure can
be made. Our net loss since inception is $91,101. The loss was a result of the
payment of fees for staking our claims, incorporation, legal and accounting,
rent and office. Our ability to achieve and maintain profitability and positive
cash flow is dependent upon




*           our
ability to locate a profitable mineral property


*           our
ability to generate revenues


*           our
ability to reduce exploration costs.




Based
upon current plans, we expect to incur operating losses in future periods. This
will happen because there are expenses associated with the research and
exploration of our mineral properties. As a result, we may not generate revenues
in the future. Failure to generate revenues will cause us to suspend or cease
operations.




6. Because a mining
engineer or geologist has not examined the property and we do not have a mining
report covering our property, the likelihood that our property contains
mineralized material is purely subject to chance. If we do not find mineralized
material, you will lose your investment.




A mining engineer or geologist has not examined the
property. Further, we do not have a mining report covering the property.
Therefore, the likelihood that the property contains mineralized material is
purely subject to change. If we do not find mineralized material on the
property, you will lose your investment.




7. Weather
interruptions in the province of British Columbia may affect and delay our
proposed exploration operations.




Our proposed exploration work can only be performed
approximately five to six months out of the year. This is because rain and snow
cause the roads leading to our claims to be impassible during six to seven
months of the year. When roads are impassible, we are unable to conduct
exploration operations on the property.




8.Because
we are small and do not have any ore reserves or much capital, we may have to
limit our exploration activity which may result in a loss of your
investment.




Because we are small and do not have any ore reserves or
much capital, we must limit our exploration activity. We may not be able to
complete an exploration program that is as thorough as we would like. An
existing ore body may go undiscovered. Without an ore body, we cannot generate
revenues and you will lose your investment.




9. We may not have
access to all of the supplies and materials we need to begin exploration. This
could cause us to delay or suspend operations.




Competition and unforeseen limited sources of supplies
in the industry could result in occasional spot shortages of supplies, such as
dynamite, and certain equipment, such as bulldozers and excavators, that we
might need to conduct exploration. We have not attempted to locate or negotiate
with any suppliers of products, equipment or materials. We will attempt to
locate products, equipment and materials after our public offering is complete.
If we cannot find the products and equipment we need, we will have to suspend
our exploration plans until we do find the products and equipment we
need.




10.Because
Robert Baker has other outside business activities and will only be devoting 10%
of his time, approximately four hours per week, to our operations, our
operations may be sporadic which may result in periodic interruptions or
suspensions of exploration.




Because Robert Baker, our sole officer and director, has
other outside business activities and will only be devoting 10% of his time,
approximately four hours per week, to our operations, our operations may be
sporadic and occur at times which are convenient to Mr. Baker. As a result,
exploration of the property may be periodically interrupted or
suspended.





11.Title
to the mineral rights is held by another entity, Woodburn Holdings Ltd. If it
transfers the rights to someone other than us, we will cease
operations.




Title to the mineral rights on the property we intend to
explore is not held in our name. We have no ownership rights in the property or
in the mineral claim. Title to the mineral rights is recorded in the name of
Woodburn Holdings Ltd., a British Columbia corporation owned and controlled by
our sole officer and director Mr. Baker. If Woodburn Holdings Ltd. transfers
title to a third party, the third party will obtain good title to the rights,
and we will have nothing. We will not have any mineral rights and we will have
to cease operations. Since Woodburn holdings executed an agreement wherein the
property is held in trust for us, we believe if Mr. Baker, as president of
Woodburn Holdings Ltd., transfers title to a third party, we would have a cause
of action for monetary damages against Mr. Baker and Woodburn Holdings Ltd. By
the terms of the agreement, Woodburn Holdings Ltd. holds in trust for
International Gold Corp., a 100% undivided interest in the following
claim:


Date
      of
              Date
      ofClaim
      No.
              Recording
              Expiration516362
              December
      10, 2004
              June
      15, 2009




Woodburn Holdings Ltd. will deliver full title on demand
to International Gold Corp. for as long as the claims are in good standing with
the Province of British Columbia. We would have a cause of action against Mr.
Baker if the transferred the property to a third party. This is because Mr.
Baker, as our sole officer and director, has a fiduciary duty to us. We also
believe we would have a cause of action against Woodburn Holdings Ltd. for
breaching the trust agreement. A determination whether or not we will have a
cause of action for monetary damages against Mr. Baker in the event Mr. Baker
transfers title to a third party. Such determination will be made by our
attorney. There is no assurance however that we would prevail in the event such
action is taken by Mr. Baker. Woodburn Holdings Ltd. is holding title to the
mineral rights because under British Columbia law, title to British Columbia
mining claims can only be held by British Columbia residents. This rule applies
to corporations. Title must be held by a British Columbia corporation. In order
hold title to the mineral claim, we would have to incorporate a British Columbia
wholly owned subsidiary corporation and obtain audited financial statements. We
believe the associated legal and accounting costs would be a waste of money at
this time. Accordingly, we have elected not to create the subsidiary at this
time, but may do so if mineralized material is discovered on the
property.




12.If Mr. Baker, our
president and director, should resign or die, we will not have a chief executive
officer which could result in our suspending operations. If that should occur,
you could lose your investment.




Mr. Baker is our sole officer and a director. We are
extremely dependent upon him to conduct our operations. Although he has no
technical training in exploring for minerals and operating a mining company, he
has experience in raising money for start-up corporations and will be
responsible for overseeing our operations. If he should resign or die, we will
not have a chief executive officer. Our operations would be suspended until we
find another person to act as our chief executive officer. This could result in
your losing your entire investment.






13.Because
there is no public trading market for our common stock, you may not be able to
resell your stock.




There is currently no public trading market for our
common stock. Therefore, there is no central place, such as stock exchange or
electronic trading system, to resell your shares. If you want to resell your
shares, you will have to locate a buyer and negotiate your own
sale.






ITEM
1B.                                UNRESOLVED
STAFF COMMENTS




None.






ITEM
2.                      PROPERTIES.




We currently do not own any property. We have the right
to conduct exploration activities on one mineral claim.  The following
is a list of tenure numbers, claim, and expiration date of our
claims:




Date
      of
              Date
      ofClaim
      No.
              Recording
              Expiration516362
              December
      10, 2004
              June
      15, 2009




In order to maintain this claim, Woodburn Holdings Ltd.
must pay a fee of approximately $866 each year, until 2009, when the fees will
increase to $1,652. The claim is currently in good standing until June 15, 2009.
Afterwards, Woodburn Holdings Ltd. can renew the claim indefinitely, either by
performing work or making a payment in lieu of work.




Claim maintenance must be performed on or before the
expiration date of the claim. There is no grace period if there is a default on
the work or on paying in lieu of performing work. The claim will be
automatically forfeited. Woodburn Holdings Ltd. will not cause the claim to
expire by failing to renew it or by failing to perform work, provided
mineralized material is found. In the event that our exploration program fails
to find mineralized material, Woodburn will allow the claim expire and we will
cease operations. The claim can be allowed to expire by not paying the annual
fee and thereby renewing the claim.




There is no equipment or other infrastructure facilities
on the property.




The
property was selected by Mr. Baker, our sole officer and director. No technical
information was used to select the property.











ITEM
3.                      LEGAL
PROCEEDINGS.




We are not presently a party to any
litigation.






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




During
the fourth quarter, there were no matters submitted to a vote of our
shareholders.






PART
II




ITEM
5.                      MARKET
PRICE FOR THE REGISTRANT’S COMMON EQUITY, RELATEDSTOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.




There
is no public trading market for our common stock. There are no outstanding
options or warrants to purchase, or securities convertible into, our common
stock.




Holders




In December 2004, we issued a total of 2,500,000 shares
of restricted common stock to Dimac Capital Corporation, a corporation owned and
controlled by Kathrine MacDonald, our former president, in consideration of $25.
Dimac Capital sold its shares to West Peak Ventures of Canada Limited, in
consideration of $25, on May 31, 2007. In December 2004, we also issued
2,500,000 shares of restricted common stock to Woodburn Holdings, Ltd., a
corporation owned and controlled by Robert M. Baker, our president, in
consideration of $25.




We are in the process of offering our shares pursuant to
our Form S-1 Registration Statement filed with the Securities and Exchange
Commission on March 4, 2005, file number 333-123134. The Securities and Exchange
Commission declared our Form S-1 Registration Statement effective on July 15,
2008, permitting us to offer up to a maximum of 2,000,000 shares of common stock
at $0.10 per share. We have not completed our public offering to date. There is
no underwriter involved in our public offering, we are relying on our sole
officer and director for sales of our public offering. We must complete our
public offering by April 11, 2009.




Dividend
Policy




We have never paid cash dividends on our capital stock.
We currently intend to retain any profits we earn to finance the growth and
development of our business. We do not anticipate paying any cash dividends in
the foreseeable future.






Section
15(g) of the Securities Exchange Act of 1934




Our company’s shares are covered by Section 15(g) of the
Securities Exchange Act of 1934, as amended that imposes additional sales
practice requirements on broker/dealers who sell such securities to persons
other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouses). For transactions covered by the Rule, the broker/dealer
must make a special suitability determination for the purchase and have received
the purchaser’s written agreement to the transaction prior to the sale.
Consequently, the Rule may affect the ability of broker/dealers to sell our
securities and also may affect your ability to sell your shares in the secondary
market.




Section 15(g) also imposes additional sales practice
requirements on broker/dealers who sell penny securities. These rules require a
one page summary of certain essential items. The items include the risk of
investing in penny stocks in both public offerings and secondary marketing;
terms important to in understanding of the function of the penny stock market,
such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer
compensation; the broker/dealer compensation, the broker/dealers duties to its
customers, including the disclosures required by any other penny stock
disclosure rules; the customers rights and remedies in causes of fraud in penny
stock transactions; and, the NASD’s toll free telephone number and the central
number of the North American Administrators Association, for information on the
disciplinary history of broker/dealers and their associated
persons.




Securities
authorized for issuance under equity compensation plans




We have no equity compensation plans and accordingly we
have no shares authorized for issuance under an equity compensation
plan.




Status
of our public offering




On July 15, 2009, the Securities and Exchange Commission
declared the Form S-1 Registration Statement effective, file number 333-123134,
permitting us to offer 1,000,000 shares minimum, 2,000,000 shares maximum of our
common stock at $0.10 per share. There was no underwriter involved in our public
offering. As of the date of this report, we have not completed our initial
public offering.






ITEM
6.                      SELECTED
FINANCIAL DATA.




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







ITEM
7.                      MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF
OPERATIONS.




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




Plan
of Operation




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




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




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




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






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




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




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




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




The following are our
milestones:




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




2.
            30-120
      days after completion of our public offering. - Core drilling. Core
      drilling will cost $20 per foot. The number of holes to be drilled will be
      dependent upon the amount raised from the offering. Core drilling we be
      subcontracted to non-affiliated third parties. Time to conduct the core
      drilling - 90 days.





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




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









Limited
Operating History; Need for Additional Capital




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




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




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




Results
of Operations




From Inception on
December 9, 2004 to December 31, 2008




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




Since inception, we have used loans from shareholders to
stake the property, to incorporate the company, and for legal and accounting
expenses. Net cash advances provided by shareholders since inception, on
December 9, 2004 to December 31, 2008 was $73,106. The loans are not evidenced
by any written instruments. The loans are without interest, unsecured and with
no specific terms of repayment.






Liquidity and
Capital Resources




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




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




As of December 31, 2008, our total assets were $8,751
and our total liabilities were $93,501.






ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.




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






ITEM
8.                      FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.






INTERNATIONAL
GOLD CORP.


(An
Exploration Stage Company)






Financial
Statements




As
at December 31, 2008




Index




Report
      of Independent Registered Public Accounting FirmBalance
      Sheets
              F-1Statements
      of Operations
              F-2Statements
      of Comprehensive Loss
              
              F-2Statements
      of Cash Flows
              F-3Statement
      of Shareholders’ Deficiency
              F-4Notes
      to Financial Statements
              F-5








REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Directors and Stockholders of
 International
Gold Corp.
 (An
Exploration Stage Company)
  We have
audited the accompanying balance sheets of International Gold Corp. (an
exploration stage company) as of December 31, 2008 and 2007, and the related
statements of operations, comprehensive loss and cash flows for each of the two
years in the period ended December 31, 2008, and for the cumulative period from
December 9, 2004 (date of inception) to December 31, 2008, and stockholders’
deficiency for the cumulative period from December 9, 2004 (date of inception)
to December 31, 2008.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our
audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance whether the
financial statements are free of material misstatement.  The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  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, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2008
and 2007, and the results of its operations and its cash flows for each of the
two years in the period ended December 31, 2008, and for the cumulative period
from December 9, 2004 (date of inception) to December 31, 2008, in conformity
with United States generally accepted accounting principles.
  The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As discussed in Note 1 to the financial
statements, the Company has suffered recurring losses from operations, has
negative cash flows, has a stockholders’ deficiency and is dependent upon
obtaining adequate financing to fulfil its development activities and upon
future profitable operations from the development of any mineral properties that
it may acquire.  These factors raise substantial doubt about its
ability to continue as a going concern.  Management’s plans in regard
to these matters are also discussed in Note 1.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
  Vancouver,
Canada                                                                                                           “Morgan
& Company”
 
 March 30,
2009 Chartered Accountants








INTERNATIONAL
GOLD CORP.
 (An Exploration Stage
Company)
  BALANCE
SHEETS
 (Stated
in U.S. Dollars)
  DECEMBER
      312008
              
              2007
    ASSETSCurrentCash
                $
                126
                $
                5,365Amounts
      receivable
                
                125
                
                633251
                
                5,998Mineral Claim
      Interest (Note 4)
                
                8,500
                
                8,500$
                8,751
                $
                14,498LIABILITIESCurrentAccounts
      payable and accrued liabilities
                $
                20,395
                $
                8,086Advances
      from related parties (Note 7)
                
                73,106
                
                37,94193,501
                
                46,027STOCKHOLDERS’
      DEFICIENCYCapital
      Stock (Note 5)Authorized:100,000,000
      voting common shares with a par value of $0.00001 per
shareIssued:5,000,000
      common shares as at December 31, 2008 and 2007
                
                50
                
                50Additional
      paid-in capital
                
                3,000
                
                3,000Deficit
      Accumulated During The Exploration Stage
                
                (91,101)
                
                (34,579)Accumulated
      Other Comprehensive Income
                
                3,301
                
                -(84,750)
                
                (31,529)$
                8,751
                $
                14,498
 The
accompanying notes are an integral part of these financial
statements.
 F-1
  
   INTERNATIONAL
GOLD CORP.
 (An
Exploration Stage Company)
  STATEMENTS
OF OPERATIONS
 (Stated
in U.S. Dollars)
  CUMULATIVEFROMINCEPTIONDECEMBER
      9YEAR
      ENDED
                2004
      TODECEMBER
      31
                DECEMBER
      312008
                2007
                2008Revenue
                $
                -
                $
                -
                $
                -ExpensesInterest
      and bank charges
                
                827
                
                40
                
                1,436Professional
      fees
                
                35,171
                
                9,635
                
                63,963Transfer
      and filing fees
                
                3,992
                
                234
                
                5,000Rent
                
                15,625
                
                -
                
                15,625Office
      and sundry
                
                907
                
                1,026
                
                5,07756,522
                
                10,935
                
                91,101Net
      Loss For The Period
                $
                (56,522)
                $
                (10,935)
                $
                (91,101)
  Basic
      And Diluted Net Loss Per Common
                  Share
                $
                (0.01)
                $
                (0.00)Weighted
      Average Number Of Common Shares Outstanding
                
                5,000,000
                
                5,000,000
   STATEMENTS
OF COMPREHENSIVE LOSS
 (Stated
in U.S. Dollars)
  CUMULATIVE
      FROMINCEPTIONDECEMBER
      9YEAR
      ENDED
                2004
      TODECEMBER
      31
                DECEMBER
      312008
                2007
                2008Net
      Loss For The Period
                $
                (56,522)
                $
                (10,935)
                $
                (91,101)Other
      Comprehensive LossUnrealized
      foreign currency translation adjustment
                
                3,301
                
                -
                
                3,301Total
      Comprehensive Loss For The Period
                $
                (53,221)
                $
                (10,935)
                $
                (87,800)
  The
accompanying notes are an integral part of these financial
statements.
 F-2
  
 INTERNATIONAL
GOLD CORP.
 (An
Exploration Stage Company)
  STATEMENTS
OF CASH FLOWS
 (Stated
in U.S. Dollars)
  CUMULATIVEFROMINCEPTIONDECEMBER
      9YEAR
      ENDED
              2004
      TODECEMBER
      31
              DECEMBER
      312008
              2007
              2008
  Cash
      Provided By (Used In)Operating
      ActivitiesNet
      loss for the period
                $
                (56,522)
                $
                (10,935)
                $
                (91,101)Adjustment
      to reconcile net loss to net cash used in operating
      activities:Non-cash
      service from director
                
                -
                
                -
                
                3,000Net
      changes in non-cash operating  working capital
      items:Amounts
      receivable
                
                508
                
                (633)
                
                (125)Accounts
      payable and accrued liabilities
                
                12,309
                
                (12,025)
                
                20,395(43,705)
                
                (23,593)
                
                (67,831)Financing
      ActivitiesIssue
      of common stock
                
                -
                
                -
                
                50Advances
      from related parties
                
                35,165
                
                28,958
                
                73,10635,165
                
                28,958
                
                73,156Investing
      ActivityAcquisition
      of mineral claim interest
                
                -
                
                -
                
                (8,500)Foreign
      Exchange Effect On Cash
                
                3,301
                
                -
                
                3,301Net
      (Decrease) Increase In Cash
                
                (5,239)
                
                5,365
                
                126Cash,
      Beginning Of Period
                
                5,365
                
                -
                
                -Cash,
      End Of Period
                $
                126
                $
                5,365
                $
                126Supplemental
      Disclosure of Cash Flow InformationCash
      paid during the period for:Interest
                $
                -
                $
                -
                $
                -Income
      taxes
                $
                -
                $
                -
                $
                -
  The accompanying notes are an integral
part of these financial statements.
 F-3
  
 INTERNATIONAL
GOLD CORP.
 (An
Exploration Stage Company)
  STATEMENT
OF STOCKHOLDERS’ DEFICIENCY
  PERIOD
FROM INCEPTION, DECEMBER 9, 2004, TO DECEMBER 31, 2008
 (Stated
in U.S. Dollars)
    COMMON
      STOCK
                
                DEFICITNUMBER
                
                
                ACCUMULATED
                ACCUMULATEDOF
                
                ADDITIONAL
                DURING
      THE
                OTHERCOMMON
                PAR
                PAID-IN
                EXPLORATION
                COMPREHENSIVESHARES
                VALUE
                CAPITAL
                STAGE
                INCOME
                TOTALBeginning
      balance
                -
                $
                -
                $
                -
                $
                -
                $
                -
                $
                -Shares
      issued for cash on December 10, 2004 at $0.00001
                5,000,000
                
                50
                
                -
                
                -
                
                -
                
                50Net
      loss for the period
                -
                
                -
                
                -
                
                (10,013)
                
                -
                
                (10,013)Balance,
      December 31, 2004
                5,000,000
                
                50
                
                -
                
                (10,013)
                
                -
                
                (9,963)Non-cash
      service from directors
                -
                
                -
                
                3,000
                
                -
                
                -
                
                3,000Net
      loss for the year
                -
                
                -
                
                -
                
                (7,604)
                
                -
                
                (7,604)Balance,
      December 31, 2005
                5,000,000
                
                50
                
                3,000
                
                (17,617)
                
                -
                
                (14,567)Net
      loss for the year
                -
                
                -
                
                -
                
                (6,027)
                
                -
                
                (6,027)Balance,
      December 31, 2006
                5,000,000
                
                50
                
                3,000
                
                (23,644)
                
                -
                
                (20,594)Net
      loss for the year
                -
                
                -
                
                -
                
                (10,935)
                
                -
                
                (10,935)Balance,
      December 31, 2007
                5,000,000
                
                50
                
                3,000
                
                (34,579)
                
                -
                
                (31,529)Net
      loss for the year
                -
                
                -
                
                -
                
                (56,522)
                
                3,301
                
                (53,221)Balance,
      December 31, 2008
                5,000,000
                $
                50
                $
                3,000
                $
                (91,101)
                $
                3,301
                $
                (84,750)
    The
accompanying notes are an integral part of these financial
statements.
 F-4
  
 INTERNATIONAL
GOLD CORP.
 (An
Exploration Stage Company)
  NOTES
TO FINANCIAL STATEMENTS
  DECEMBER
31, 2008 AND 2007
 (Stated
in U.S. Dollars)
    1.      NATURE
OF OPERATIONS AND GOING CONCERN
  Organization
  International
Gold Corp. (“the Company”) was incorporated in the State of Nevada, U.S.A., on
December 9, 2004.  The Company’s principal executive offices are
located in Vancouver, British Columbia, Canada.
  Exploration
Stage Activities
  The
Company has been in the exploration stage since its formation and has not yet
realized any revenues from its planned operations.  The Company was
formed for the purpose of acquiring exploration and development stage natural
resource properties.  The Company has not commenced business
operations.  The Company is considered an exploration stage company in
accordance with the Statement of Financial Accounting Standards (“SFAS”) No.
7.
  Going
Concern
  The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.
  As shown
in the accompanying financial statements, the Company has incurred a loss of
$87,800 for the period from December 9, 2004 (inception) to December 31, 2008,
has negative cash flows, has a stockholders’ deficiency and has not generated
any revenue.  The future of the Company is dependent upon its ability
to obtain adequate financing and upon future profitable operations from the
development of its mineral claims.  These factors raise substantial
doubt about its ability to continue as a going concern. Although there is no
assurance that management’s plans will be realized, management has plans to seek
additional capital through a private placement and public offering of its common
stock.  The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the
event the Company cannot continue in existence.
   2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
  The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United
States.  Because a precise determination of many assets and
liabilities is dependent upon future events, the preparation of financial
statements for a period necessarily involves the use of estimates which have
been made using careful judgement.  Actual results may vary from these
estimates.  All dollar amounts are in U.S. dollars unless otherwise
noted.
   F-5
  
 INTERNATIONAL
GOLD CORP.
 (An
Exploration Stage Company)
  NOTES
TO FINANCIAL STATEMENTS
  DECEMBER
31, 2008 AND 2007
 (Stated
in U.S. Dollars)
    2.
              SUMMARY OF
      SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
  The
financial statements have, in management’s opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:
  a)      Organization
and Start-up Costs
  Costs of
start up activities, including organizational costs, are expensed as
incurred.
  b)
              Exploration
      Stage Company
  The
Company’s financial statements are prepared using the accrual method of
accounting and according to the provisions of SFAS No. 7 (“SFAS 7”), “Accounting
and Reporting for Development Stage Enterprises,” and Securities and Exchange
Commission (“SEC”) Act Guide 7, as it devotes substantially all of its efforts
to acquiring and exploring mineral properties.  Until such properties
are acquired and developed, the Company will continue to prepare its financial
statements and related disclosures in accordance with entities in the
exploration stage.
  c)
              Mineral
      Property Acquisition Payments
  Mineral
property acquisition costs are initially capitalized as tangible assets when
purchased.  At the end of each fiscal quarter end, the Company
assesses the carrying costs for impairment.  If proven and probable
reserves are established for a property and it has been determined that a
mineral property can be economically developed, costs will be amortized using
the units-of-production method over the estimated life of the probable
reserve.
  d)
              Mineral
      Property Exploration Costs
  Mineral
property exploration costs are expensed as incurred.
  Estimated
future removal and site restoration costs, when determinable are provided over
the life of proven reserves on a units-of-production basis.  Costs,
which include production equipment removal and environmental remediation, are
estimated each period by management based on current regulations, actual
expenses incurred, and technology and industry standards.  Any charge
is included in exploration expense or the provision for depletion and
depreciation during the period and the actual restoration expenditures are
charged to the accumulated provision amounts as incurred.
  As of the
date of these financial statements, the Company has not established any proven
or probable reserves on its mineral properties and incurred only acquisition
costs.
   F-6
  
  INTERNATIONAL
GOLD CORP.
 (An
Exploration Stage Company)
  NOTES
TO FINANCIAL STATEMENTS
  DECEMBER
31, 2008 AND 2007
 (Stated
in U.S. Dollars)
    2.
              SUMMARY OF
      SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
  d)
              Mineral
      Property Exploration Costs
(Continued)
  Management
periodically reviews the carrying value of its investments in mineral leases and
claims with internal and external mining related professionals.  A
decision to abandon, reduce or expand a specific project is based upon many
factors including general and specific assessments of mineral deposits,
anticipated future mineral prices, anticipated future costs of exploring,
developing and operating a production mine, the expiration term and ongoing
expenses of maintaining mineral properties and the general likelihood that the
Company will continue exploration on such project.  The Company does
not set a pre-determined holding period for properties with unproven deposits,
however, properties which have not demonstrated suitable metal concentrations at
the conclusion of each phase of an exploration program are re-evaluated to
determine if future exploration is warranted, whether there has been any
impairment in value and that their carrying values are appropriate.
  The
Company’s exploration activities and proposed mine development are subject to
various laws and regulations governing the protection of the
environment.  These laws are continually changing, generally becoming
more restrictive.  The Company has made, and expects to make in the
future, expenditures to comply with such laws and regulations.
  The
accumulated costs of properties that are developed on the stage of commercial
production will be amortized to operations through unit-of-production
depletion.
  e)
              Cash
  Cash
consists of cash on deposit with high quality major financial institutions, and
to date, the Company has not experienced losses on any of its
balances.  The carrying amounts approximated fair market value due to
the liquidity of these deposits.  For purposes of
the  balance sheet and statement of cash flows, the Company considers
all highly liquid debt instruments purchased with maturity of three months or
less to be cash equivalents.  At December 31, 2008, the Company had
cash and cash equivalents of $126.
  f)
              Foreign
      Currency Translation
  The
Company’s functional currency is the U.S. dollar.  Transactions in
foreign currency are translated into U.S. dollars as follows:
  i)
              monetary
      items at the exchange rate prevailing at the balance sheet
      date;
 ii)
              non-monetary
      items at the historical exchange
rate;
 iii)
              revenue
      and expense at the average rate in effect during the applicable accounting
      period.
  F-7
  
  INTERNATIONAL
GOLD CORP.
 (An
Exploration Stage Company)
  NOTES
TO FINANCIAL STATEMENTS
  DECEMBER
31, 2008 AND 2007
 (Stated
in U.S. Dollars)
  2.
              SUMMARY OF
      SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
  f)
              Foreign
      Currency Translation (Continued)
  Translation
      adjustments resulting from this process are recorded in Stockholders’
      Equity (Deficiency) as a component of Accumulated Other Comprehensive
      Income (Loss).
  Gains and
losses arising on translation or settlement of foreign currency denominated
transactions or balances are recorded in the Statement of
Operations.
  g)   Deferred
Offering Costs
  The
Company defers the costs incurred to raise equity financing until that financing
occurs.  At such time that the issuance of new equity occurs, these
costs will be netted against the proceeds received or if the financing does not
occur, they will be expensed.
  h)
              Financial
      Instruments
  SFAS No.
107, “Disclosures about Fair Value of Financial Instruments” requires disclosure
of the fair value of financial statements held by the Company.  SFAS
107 defines the fair value of financial instruments as the amount at which the
instrument could be exchanged in a current transaction between willing
parties.
  The
carrying values of the Company’s financial instruments, including cash, amounts
receivable, and accounts payable and accrued liabilities approximate their fair
value because of the short maturity of these instruments.  The
Company’s operations are in Canada and virtually all of its assets and
liabilities are giving rise to significant exposure to market risks from changes
in foreign currency rates.  The Company’s financial risk is the risk
that arises from fluctuations in foreign exchange rates and the degree of
volatility of these rates.  Currently, the Company does not use
derivative instruments to reduce its exposure to foreign currency
risk.
  The Company has adopted SFAS No. 150, “Accounting For
Certain Financial Instruments and Characteristics of both Liabilities and
Equity”.  This statement establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity.  SFAS No. 150 requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances).
   F-8
   
  INTERNATIONAL
GOLD CORP.
 (An
Exploration Stage Company)
  NOTES
TO FINANCIAL STATEMENTS
  DECEMBER
31, 2008 AND 2007
 (Stated
in U.S. Dollars)
    2.
              SUMMARY OF
      SIGNIFICANT ACCOUNTING POLICIES
      (Continued)
  l)
              Income
      Taxes
  Income
taxes are recognized in accordance with SFAS No. 109, “Accounting for Income
Taxes”, whereby deferred income tax liabilities or assets at the end of each
period are determined using the tax rate expected to be in effect when the taxes
are actually paid or recovered.  A valuation allowance is recognized
on deferred tax assets when it is more likely than not that some or all of these
deferred tax assets will not be realized.
  j)
              Segmented
      Information
  The
Company follows FAS No. 131 disclosures about segments of an enterprise and
related information about operating segments in financial statements, as well as
additional disclosures about products and services, geographic areas and major
customers.
  The
Company conducts substantially all of its operations in Canada in one business
segment.
  k)
              Use
      of Estimates and Assumptions
  The
preparation of financial statements, in conformity with United States generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying disclosures.  By their nature, these estimates are
subject to measurement uncertainty and the effect on the financial statements of
changes in such estimates in future periods could be
significant.  Significant areas requiring management’s estimates and
assumptions are determining the fair value of transactions involving common
stock, valuation and impairment losses on mineral property
acquisitions.  Other areas requiring estimates include allocations of
expenditures to resource property interests.   Actual results may
differ from the estimates.
  l)      Impairment
of Long-Lived Assets
  In
accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets”, the Company records impairment losses on long-lived assets
used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets’ carrying amount. In such cases, the amount of the impairment is
determined based on the relative fair values of the impaired
assets.
   F-9
     
  INTERNATIONAL
GOLD CORP.
 (An
Exploration Stage Company)
  NOTES
TO FINANCIAL STATEMENTS
  DECEMBER
31, 2008 AND 2007
 (Stated
in U.S. Dollars)
    2.   SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
  m)
              Asset
      Retirement Obligations
  The
Company has adopted SFAS No. 143, “Accounting for Asset Retirement Obligations”,
which requires that an asset retirement obligation (“ARO”) associated with the
retirement of a tangible long-lived asset be recognized as a liability in the
period which it is incurred and becomes determinable, with an offsetting
increase in the carrying amount of the associated asset.
  The cost
of the tangible asset, including the initially recognized ARO, is depleted, such
that the cost of the ARO is recognized over the useful life of the
asset.  The ARO is recorded at fair value, and accretion expense is
recognized over time as the discounted liability is accreted to its expected
settlement value.  The fair value of the ARO is measured using
expected future cash flow, discounted at the Company’s credit-adjusted risk-free
interest rate.  To date, no significant asset retirement obligation
exists due to the early stage of exploration.  Accordingly, no
liability has been recorded.
  n)
              Environmental
      Costs
  Environmental
expenditures that relate to current operations are expensed or capitalized as
appropriate.  Expenditures that relate to an existing condition caused
by past operations, and which do not contribute to current or future revenue
generation, are expensed.  Liabilities are recorded when environmental
assessments and/or remedial efforts are probable, and the cost can be reasonably
estimated.  Generally, the timing of these accruals coincides with the
earlier of completion of a feasibility study or the Company’s commitments to
plan of action based on the then known facts.
  o)
              Basic
      and Diluted Net Loss Per Share
  The
Company reports basic loss per share in accordance with SFAS No. 128 – “Earnings
Per Share”.  Basic loss per share is computed by dividing net loss
available to common stockholders by the weighted average number of common stock
outstanding during the period.  Diluted loss per share is computed
similar to basic loss per common share except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive.  As the Company generated net losses in
the period presented, the basic and diluted loss per share is the same, as any
exercise of options or warrants would be anti-dilutive.
  F-10
  
  INTERNATIONAL
GOLD CORP.
 (An
Exploration Stage Company)
  NOTES
TO FINANCIAL STATEMENTS
  DECEMBER
31, 2008 AND 2007
 (Stated
in U.S. Dollars)
  2.   SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
  p)
              Revenue
      Recognition
  Revenue
is recognized upon delivery when title and risk of ownership of metals or metals
bearing concentrate passes to the buyer and when collection is reasonably
assured.  The passing of title to the customer is based on the terms
of the sales contract.  Product pricing is determined at the point
revenue is recognized by reference to active and freely traded commodity
markets.
  q)
              Comprehensive
      Loss
  SFAS No.
130 – “Reporting Comprehensive Income” establishes standards for the reporting
and display of comprehensive loss and its components in the financial
statements.  As at December 31, 2008, the Company has no items that
represent a comprehensive loss and, therefore, has not included a schedule of
comprehensive loss in the financial statements.
  r)
              Regulatory
      Matters
  The
Company and its mineral property interests are subject to a variety of Canadian
government regulations governing land use, health, safety and environmental
matters.  The Company’s management believes it has been in substantial
compliance with all such regulations, and is unaware of any pending action or
proceeding relating to regulatory matters that would affect the financial
position of the Company.
  s)
              Stock-Based
      Compensation
  The
Company follows SFAS No. 123 (revised 2004) – Share-Based Payment (“SFAS No.
123®”), which addresses the accounting for stock-based payment transactions in
which an enterprise receives employee services in exchange for (a) equity
instruments for the enterprise, or (b) liabilities that are based on the fair
value of the enterprise’s equity instruments or that may be settled by the
issuance of such equity instruments.
  In
January 2005, the SEC issued Staff Accounting Bulletin (“SAB”) No. 107, which
provides supplemental implementation guidance for SFAS No. 123®.  SFAS
No. 123 ® eliminates the ability to account for stock-based compensation
transactions using the intrinsic value method under Accounting Principles Board
(“APB”) Opinion No. 25 – Accounting for Stock Issued to Employees, and instead
requires that such transactions be accounted for using a fair-value-based
method.
  The
Company uses the Black-Scholes option-pricing model to determine the fair-value
of stock-based awards under SFAS No. 123®, consistent with that used for
pro-forma disclosures under SFAS No. 123 – Accounting for Stock-Based
Compensation.
  To
December 31, 2008, the Company has not granted any stock options.
  F-11
  
  INTERNATIONAL
GOLD CORP.
 (An
Exploration Stage Company)
  NOTES
TO FINANCIAL STATEMENTS
  DECEMBER
31, 2008 AND 2007
 (Stated
in U.S. Dollars)
    3.
              RECENT
      ACCOUNTING PRONOUNCEMENTS
  a)
              In
      March 2008, the Financial Accounting Standards Board (“FASB”) issued FASB
      Statement No. 161, Disclosures about Derivative Instruments and Hedging
      Activities – An Amendment of FASB Statement No. 133(“SFAS
      161”).  SFAS 161 amends and expands the disclosure requirements
      of Statement 133 with the intent to provide users of financial statements
      with an enhanced understanding of how and why an entity uses derivative
      instruments, how derivative instruments and related hedged items are
      accounted for under Statement 133 and its related interpretations, and how
      derivative instruments and related hedged items affect an entity’s
      financial position, financial performance, and cash flows.  SFAS 161
      is effective for fiscal years, and interim periods within those fiscal
      years, beginning on or after November 15, 2008.  The Company will
      adopt SFAS 161 in December, 2009.  Management has not determined
      the effect that adopting this statement would have on the Company’s
      financial position or results of
operations.
  b)
              In
      May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally
      Accepted Accounting Principles,” or SFAS 162. SFAS 162 is intended to
      improve financial reporting by identifying a consistent framework, or
      hierarchy, for selecting accounting principles to be used in preparing
      financial statements that are presented in conformity with U.S. GAAP for
      nongovernmental entities. SFAS 162 is effective 60 days following the
      Securities and Exchange Commission’s approval of the Public Company
      Accounting Oversight Board’s amendments to AU Section 411, “The Meaning of
      Present Fairly in Conformity with Generally Accepted Accounting
      Principles”.  The Company is currently evaluating the impact of
      adopting SFAS 162 but does not expect that it will have a significant
      effect on its financial position, cash flows or results of
      operations.
                    F-12
  
 INTERNATIONAL
GOLD CORP.
 (An
Exploration Stage Company)
  NOTES
TO FINANCIAL STATEMENTS
  DECEMBER
31, 2008 AND 2007
 (Stated
in U.S. Dollars)
   3.
              RECENT
      ACCOUNTING PRONOUNCEMENTS
  (Continued)
  c)
              In
      May 2008, the FASB issued FSP Accounting Principles Board Opinion No.
      14-1, “Accounting for Convertible Debt Instruments That May Be Settled in
      Cash upon Conversion (Including Partial Cash Settlement)” (“FSP
      14-1”).  FSP 14-1 requires issuers of convertible debt
      instruments that may be settled in cash to separately account for the
      liability and equity components in a manner that will reflect the entity’s
      nonconvertible debt borrowing rate when interest cost is recognized in
      periods subsequent to adoption.  Upon adoption of FSP 14-1, the
      Company will allocate a portion of the proceeds received from the issuance
      of convertible notes between a liability and equity component by
      determining the fair value of the liability component using the Company’s
      non-convertible debt borrowing rate.  The difference between the
      proceeds of the notes and the fair value of the liability component will
      be recorded as a discount on the debt with a corresponding offset to
      paid-in-capital.  The resulting discount will be accreted by
      recording additional non-cash interest expense over the expected life of
      the convertible notes using the effective interest rate
      method.  The provisions of FSP 14-1 are to be applied
      retrospectively to all periods presented upon adoption and are effective
      for fiscal years beginning after December 15, 2008 and interim periods
      within those fiscal years.  The Company is in the process of
      evaluating the impact FSP 14-1 will have on the Company’s financial
      position and results of operations upon
  adoption.
   4.
              MINERAL
      CLAIM INTEREST
  The
Company has the right to conduct exploration activity on one mineral claim (“the
Claim”), the legal title to which is held by Woodburn Holdings Ltd.
(“Woodburn”), a British Columbia corporation owned and controlled by Robert
Baker, who is the sole director and officer of the Company.
  The Claim
is located on the south end of Polley Lake, approximately 90 kilometers
northeast of the city of Williams Lake in the Cariboo Mining Division, British
Columbia, Canada.  The claim is approximately 500 meters long and 500
meters wide.
  To
maintain the Claim, Woodburn must pay a fee of approximately $866 each year
until 2009, and $1,652 each year thereafter.  The claim is currently
in good standing until June 15, 2009.
   5.
              CAPITAL
      STOCK
  On
December 10, 2004, pursuant to a private placement, the Company sold 5,000,000
shares of its common stock at $0.00001 per share for cash.
  The
Company has no stock option plan, warrants or other dilutive
securities.
    F-13
  
 INTERNATIONAL
GOLD CORP.
 (An
Exploration Stage Company)
  NOTES
TO FINANCIAL STATEMENTS
  DECEMBER
31, 2008 AND 2007
 (Stated
in U.S. Dollars)
   5.
              CAPITAL
      STOCK (Continued)
  By
prospectus dated June 9, 2008, effective July 15, 2008, the Company offered
up to a total of 2,000,000 shares of common stock 1,000,000 shares, minimum,
2,000,000 shares maximum, in a non-brokered direct public offering,. The
offering price was $0.10 per share. The offering will expire April 11,
2009. In the event that 1,000,000 shares are not sold by the expiry
date, all money received by the Company would be returned to investors without
interest or deduction of any kind. Before this offering, there has been no
public market for the common stock. As at December 31, 2008,
no subscription funds had been received.
  6.
              INCOME
      TAXES
  A
reconciliation of income tax benefit to the amount computed at the statutory
rate of 35% (2007 – 35%) is as follows:
  2008
                  2007Expected
      income tax provision
                  $
                  (19,800)
                  $
                  (3,800)Increase
      in valuation allowance
                  
                  19,800
                  
                  3,800$
                  -
                  $
                  -
  Significant
components of deferred income tax assets are as follows:
  2008
                2007Deferred
      income tax assets
                $
                31,800
                $
                12,000Valuation
      allowance
                
                (31,800)
                
                (12,000)$
                -
                $
                -
  The
Company has approximately $81,100 in net operating losses carry forward which
will expire by 2027 if not utilized. Future tax benefits, which may arise as a
result of these losses, have not been recognized in these financial statements,
and have been offset by a valuation allowance. Current U.S. tax law may limit
the future use of net operating losses carried forward.
  7.
              RELATED
      PARTY TRANSACTIONS AND AMOUNTS
OWING
  The
amounts due are to various shareholders and/or corporations associated with
them, are unsecured and interest free with no specific terms of
repayment.
  During
the year ended December 31, 2008, the Company was charged $15,625 (2007 - $Nil)
in rent by a private company with a director in common.
 F-14
  
  INTERNATIONAL
GOLD CORP.
 (An
Exploration Stage Company)
  NOTES
TO FINANCIAL STATEMENTS
  DECEMBER
31, 2008 AND 2007
 (Stated
in U.S. Dollars)
   8.
              CONTRACTUAL
      OBLIGATIONS AND COMMITMENTS
  The
Company has no significant contractual obligations or commitments with any
parties respecting executive compensation, consulting arrangements, rental
premises or other matters, except as disclosed elsewhere in these
notes.  The officer and directors provide management services to the
Company without any compensation.
  9.
              SUBSEQUENT
      EVENT
  On March
10, 2008, the Company received an advance from a related party of $3,900
(CDN$5,000).  This advance and other amounts owing previously by the
Company to this related party aggregated $44,130, and became secured by a
promissory note dated March 10, 2009.  This promissory note bears
interest at 8% per annum, simple interest, and is due and payable with
accumulated interest on March 10, 2010.
                            
     ITEM
9.                      CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL
DISCLOSURE.
  There have been no disagreements on accounting and
financial disclosures from the inception of our company through the date of this
Form 10-K. Our financial statements for the period from inception to December
31, 2008, included in this report have been audited by Morgan & Co, CA, as
set forth in this annual report.
  ITEM
9A.                                EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES
  Evaluation of
Disclosure Controls and Procedures
  We maintain “disclosure controls and procedures,” as
such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934
(the “Exchange Act”), that are designed to ensure that information required to
be disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. We conducted an evaluation (the “Evaluation”), under the supervision
and with the participation of our Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”), of the effectiveness of the design and operation of
our disclosure controls and procedures (“Disclosure Controls”) as of the end of
the period covered by this report pursuant to Rule 13a-15 of the Exchange Act.
Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls
were not effective as of the end of the period covered by this report due to
lack of segregation of duties in financial reporting and presence of adjusting
journal entries during the audit.
   Management’s
Report on Internal Control Over Financial Reporting.
  Management is responsible for establishing and
maintaining adequate internal control over financial reporting as such term is
defined in Exchange Act Rule 13a -15(f). The Company’s internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles.
  Because of the inherent limitations due to, for example,
the potential for human error or circumvention of controls, internal control
over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with policies or procedures may
deteriorate.
  Management conducted an evaluation of the effectiveness
of our internal control over financial reporting based on the framework inInternal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission.
    Based on this evaluation, management concluded that the
Company’s internal control over financial reporting was not effective as of
December 31, 2008. Material weakness identified
included:
  *           Lack
of segregation of duties
  *
              Presence
      of adjusting journal entries identified by the auditors during the audit
      of the company’s financial statements for the year ended December 31,
      2008.
  Owing to the current size of the Company and resources
available the Company it does not intend to make any changes to its internal
controls.
  Changes
in Internal Controls
  We have also evaluated our internal controls for
financial reporting, and there have been no changes in our internal controls or
in other factors that have affected or are reasonably likely to materially
affect those controls subsequent to the date of their last
evaluation.
   ITEM
9B.                                OTHER
INFORMATION.
  None.
       
        PART
III
  ITEM
      10.
              DIRECTORS
      AND EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE
  GOVERNANCE.
  Officers and
Directors
  Our directors serve until their successor is elected and
qualified. Our officers are elected by the board of directors to a term of one
(1) year and serves until their successor is duly elected and qualified, or
until he is removed from office. The board of directors has no nominating,
auditing or compensation committees.
  The name, address, age and position of our present
officers and directors are set forth below:
  Name
      and Address
              Age
              Position(s)Robert
      M. Baker
                789
      West Pender Street, Suite 1010
                Vancouver,
      British Columbia
                Canada   V6C
      1H2
              55
              President,
      Principal Executive Officer, Principal Accounting Officer, Principal
      Financial Officer, Secretary, Treasurer and sole member of the Board of
      Directors.
   The person named above has held his position as
secretary since inception and since December 9, 2004, all other
offices/positions of our company and is expected to hold his office/position
until the next annual meeting of our stockholders.
     Background
of Our Sole Officer and Director
  Since December 9, 2004, Robert Baker has been our
secretary and a member of our board of directors, and since May 31, 2007, Mr.
Baker has been our president, principal executive officer, treasurer, principal
financial officer, and principal accounting officer.  Since March 1,
2006, Robert M. Baker has been the secretary and a member of the board of
directors of Snowdon Resources Corporation, a Nevada corporation, engaged in the
business of uranium mining exploration.  From June 2003 to January
2006, Mr. Baker was the president, principal executive officer, principal
financial officer, principal accounting officer, secretary, treasurer and a
director of Global Green Solutions Inc., a Nevada corporation, engaged in the
business of development and acquisition of ecotechnologies.  On
January 5, 2006, Mr. Baker resigned as president, principal executive officer,
principal financial officer and treasurer.  He continues to hold the
positions of secretary and a member of the board of
directors.
   Global Green
Solutions was previously High Grade Mining Corp.  High Grade Mining
Corp. was incorporated on June 10, 2003 in the State of Nevada. On November 18,
2003, High Grade Mining Corp. acquired the right to conduct exploration activity
on one mineral claim located in British Columbia, Canada.  High Grade
Mining Corp. did not establish the commercial feasibility of the mineral claim
and since 2005 has been increasing its operations in the Green Energy market
sector with a portfolio of eco-technology solutions and services including
solutions for greenhouse gas emissions reduction, renewable energy utilizing
wood, agricultural waste biomass and algae biomass, and carbon credit
generation. By way of shareholder approval, effective March 31, 2006, High Grade
Mining Corp. changed its name to Global Green Solutions Inc. to reflect the
company’s change of business focus from the acquisition and exploration of
mining claims to the development and implementation of renewable energy and
greenhouse gas reduction technology. On May 29, 2006, by way of a Director’s
resolution, the company formally terminated its mineral exploration activities
to devote full efforts to its expanded business operations. During 2006, Global
Green Solutions commenced the development and acquisition of these technologies
specifically in the areas of natural gas pipeline emissions reduction, biodiesel
feedstock and biomass combustion.
  From May 2005 to May 2007, Mr. Baker was the secretary
and a member of the board of directors of Marathon Gold Corp., a Nevada
corporation engaged in the business of mining exploration.  From
November 2004 to December 2005, Mr. Baker was a director of Cierra Pacific
Ventures Ltd. located in Vancouver, British Columbia. Cierra Pacific is engaged
in the business of mining exploration. Cierra Pacific does not file reports with
the United States Securities and Exchange Commission, but is listed for trading
on the TSX Venture Exchange under the symbol CIZ.H.  From October 2004
to June 2007, Mr. Baker was the secretary and a director of Tapango Resources
Ltd. located in Vancouver, British Columbia. Tapango Resources is engaged in the
business of mining exploration. Tapango Resources does not file reports with the
United States Securities and Exchange Commission, but is listed for trading on
the TSX Venture Exchange under the symbol TPA.H.  From September 2004
to June 2006, Mr. Baker was a director and secretary of Tapestry Ventures Ltd.
located in Vancouver, British Columbia. Tapestry Ventures is engaged in the
business of mining exploration. Tapestry Ventures does not file reports with the
United States Securities and Exchange Commission, but is listed for trading on
the TSX Venture Exchange under the symbol TPV.H.  From January 2004 to
March 2006, Mr. Baker was the president, principal executive officer, treasurer
and principal financial officer of Sterling Gold Corporation , a Nevada
corporation, engaged in the business of mining exploration.  From June
2002 to October 2003, Mr. Baker was the president, principal executive officer,
treasurer, principal financial officer and a member of the board of directors of
TexEn Oil & Gas, Inc.  From November 1998 to June 2002, Mr. Baker
was a registered representative with Canaccord Capital Corporation, a Canadian
broker/dealer registered with the United States Securities and Exchange
Commission.
  Mr. Baker will devote
10% of his time, approximately four hours per week, to our operation. Mr. Baker
intends to continue his association with us after this offering is
completed.  He will continue to  devote approximately 10% of
his time or four hours each per week to our operations.  Mr. Baker
devotes his remaining time to Global Green Solutions Inc. and Snowdon Resources
Corporation.  Mr. Baker is inexperienced with exploring for, starting,
and operating an exploration program.  Further, Mr. Baker has no
direct training or experience in these areas and as a result may not be fully
aware of many of the specific requirements related to working within the
industry.  His decisions and choices may not take into account
standard engineering or managerial approaches, mineral exploration companies
commonly use.  Consequently our operations, earnings and ultimate
financial success could suffer irreparable harm due to his lack of experience in
this industry.
  
 Director
Independence
  Mr. Baker, our sole officer and director, is not
independent. We have no nominating or compensation
committees.
  Conflicts
of Interest
  At the present time, we do not foresee a direct conflict
of interest.  Mr. Baker is a majority shareholder, through Woodburn
Holdings, and an officer and director.  He has a fiduciary duty to us,
and we believe his interests are aligned with ours.  We do not intend
to acquire any additional properties.  The only conflict that we
foresee is Mr. Baker’s devotion of time to projects that do not involve
us.  In the event that Mr. Baker ceases devoting time to our
operations, he has agreed to resign as our sole officer and
director.
  In the event Mr. Baker resigns as an officer and
director, there will be no one to run our operations and our operations will be
suspended or cease entirely.
  Audit
Committee
  The committee's role is to act on behalf of the board of
directors and oversee all material aspects of the company's reporting, control,
and audit functions, except those specifically related to the responsibilities
of another standing committee of the board. The audit committee's role includes
a particular focus on the qualitative aspects of financial reporting to
shareholders and on company processes for the management of business/financial
risk and for compliance with significant applicable legal, ethical, and
regulatory requirements.
  In
addition, the committee  responsible for: (1) selection and oversight
of our independent accountant; (2) establishing procedures for the receipt,
retention and treatment of complaints regarding accounting, internal controls
and auditing matters; (3) establishing procedures for the confidential,
anonymous submission by our employees of concerns regarding accounting and
auditing matters; (4) establishing internal financial controls; (5) engaging
outside advisors; and, (6) funding for the outside auditor and any outside
advisors engagement by the audit committee.
  The role
also includes coordination with other board committees and maintenance of
strong, positive working relationships with management, external and internal
auditors, counsel, and other committee advisors.
 The
committee shall consist of the entire board directors.  The committee
shall have access to its own counsel and other advisors at the committee's sole
discretion.
         
   Code
of Ethics
  The Company has adopted a code of ethics which is
designed to cover the Company’s eight corporate values (Focus, Respect,
Excellence, Accountability, Teamwork, Integrity, Very Open Communications and
Enjoying Our Work) and to provide a framework for all employees, officers and
directors in conducting ourselves in their jobs or roles. These policies are not
intended to substitute for the corporate values, but serve as guidelines in
helping employees conduct the Company's business in accordance with our
corporate values. Compliance requires meeting the spirit, as well as the literal
meaning, of the law, the policies and the Values.  In particular these
polices cover the following:
  1.           Relations
with Competitors and Other Third Parties
 2.           Insider
Trading, Securities Compliance and Public Statements
 3.           Financial
Reporting
 4.           Human
Resources
 5.           Environmental,
Health and Safety
 6.           Conflicts
of Interest
 7.           International
Trade
 8.           Government
Relations
 9.           Contractors,
Consultants, and Temporary Workers
   It is expected that employees, officers and directors
will use common sense, good judgment, high ethical standards and integrity in
all of their business dealings. Compliance with the law and high ethical
standards in the conduct of Company business should be a top priority for each
employee, officer and director.  Violations of the law or the
Company's policies will subject employees to disciplinary action, up to and
including termination of employment.
   ITEM
11.                                EXECUTIVE
COMPENSATION.
  The
following table sets forth the compensation paid by us during the last three
fiscal years for our officers. This information includes the dollar value of
base salaries, bonus awards and number of stock options granted, and certain
other compensation, if any. The compensation discussed addresses all
compensation awarded to, earned by, or paid to our named executive
officers.
    
  Summary
Compensation Table
 Non-
                NonqualifiedEquity
                Deferred
                AllName
                
                
                
                
                
                Incentive
                Compensa-
                OtherAnd
                
                
                
                Stock
                Option
                Plan
                tion
                Compen-Principal
                
                Salary
                Bonus
                Awards
                Awards
                Compensation
                Earnings
                sation
                TotalPosition
                Year
                (US$)
                (US$)
                (US$)
                (US$)
                (US$)
                (US$)
                (US$)
                (US$)(a)
                (b)
                (c)
                (d)
                (e)
                (f)
                (g)
                (h)
                (i)
                (j)Robert
      M. Baker
                2008
                0
                0
                0
                0
                0
                0
                0
                0President,
      Secretary
                2007
                0
                0
                0
                0
                0
                0
                0
                0and
      Treasurer
                2006
                0
                0
                0
                0
                0
                0
                0
                0Kathrine
      MacDonald
                2008
                0
                0
                0
                0
                0
                0
                0
                0(resigned)
      [1]
                2007
                0
                0
                0
                0
                0
                0
                0
                02006
                0
                0
                0
                0
                0
                0
                0
                0
   [1]
              Ms.
      MacDonald resigned as an officer and director on July 20,
      2007.  She resigned to pursue other business
      activities.
  We have not paid any salaries in 2008, and we do not
anticipate paying any salaries at any time in 2009. We will not begin paying
salaries until we have adequate funds to do so.
  The following table sets forth all compensation paid to
our directors during the calendar year December 31, 2008. We have not paid any
compensation to our directors in 2009 and do not anticipate paying any
compensation to our directors in 2009.
  Director
Compensation
 Fees
                
                
                
                NonqualifiedEarned
      or
                
                
                Non-Equity
                DeferredPaid
      in
                Stock
                Option
                Incentive
      Plan
                Compensation
                All
      OtherCash
                Awards
                Awards
                Compensation
                Earnings
                Compensation
                TotalName
                (US$)
                (US$)
                (US$)
                (US$)
                (US$)
                (US$)
                (US$)(a)
                (b)
                (c)
                (d)
                (e)
                (f)
                (g)
                (h)Robert
      M. Baker
                0
                0
                0
                0
                0
                0
                0
  Our directors do not receive any compensation for
serving as members of the board of directors.
  As of the date hereof, we have not entered into an
employment contract with our sole officer and do not intend to enter into any
employment contracts until such time as it profitable to do
so.
  Option/SAR
Grants
  There are no stock option, retirement, pension, or
profit sharing plans for the benefit of our officers and
directors.
   Long-Term
Incentive Plan Awards
  We do not have any long-term incentive
plans.
  Compensation
of Directors
  We do not have any plans to pay our directors any
money.
  To date, we have not entered into any employment
contracts with our officers and do not intend to enter into any employment
contracts until such time as it profitable to do so.
  Indemnification
  Under our Bylaws, we may indemnify an officer or
director who is made a party to any proceeding, including a lawsuit, because of
his position, if he acted in good faith and in a manner he reasonably believed
to be in our best interest. We may advance expenses incurred in defending a
proceeding. To the extent that the officer or director is successful on the
merits in a proceeding as to which he is to be indemnified, we must indemnify
him against all expenses incurred, including attorney's fees. With respect to a
derivative action, indemnity may be made only for expenses actually and
reasonably incurred in defending the proceeding, and if the officer or director
is judged liable, only by a court order. The indemnification is intended to be
to the fullest extent permitted by the laws of the State of
Nevada.
  Regarding indemnification for liabilities arising under
the Securities Act of 1933, which may be permitted to directors or officers
under Nevada law, we are informed that, in the opinion of the Securities and
Exchange Commission, indemnification is against public policy, as expressed in
the Act and is, therefore, unenforceable.
  
  ITEM
12.                                SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
 
 The following table sets forth, as of the date of this
report, the total number of shares of common stock beneficially by each of our
directors, officers and key employees, individually and as a group, and the
present owners of 5% or more of our total outstanding shares. The stockholder
listed below has direct ownership of his shares and possesses sole voting and
dispositive power with respect to the shares.
  Name
      and Address
                Number
      of
                Percentage
      ofBeneficial
      Ownership [1]
                Shares
                OwnershipRobert
      Baker  [1][2]
                2,500,000
                50.00%789
      West Pender Street, Suite 1010Vancouver,
      British Columbia, Canada   V6C
      1H2  [3]All
      Officers and Directors as a Group (1 person)
                2,500,000
                50.00%West
      Peak Ventures of Canada [4]
                2,500,000
                50.00%789
      West Pender Street, Suite 1010Vancouver,
      British Columbia, Canada   V6C 1H2
  [1]
              The
      persons named above may be deemed to be a “parent” and “promoter” of our
      company, within the meaning of such terms under the Securities Act of
      1933, as amended, by virtue of his/its direct and indirect stock
      holdings.  Mr. Baker, our sole officer and director, is the only
      “promoter” of our company.
  [2]
              Mr.
      Baker holds title to his common stock in the name of Woodburn Holdings
      Ltd., a British Columbia corporation, which he owns and
      controls.
  [3]
              Our
      business office is located at  789 West Pender Street, Suite
      1010, Vancouver, British Columbia, Canada V6C 1H2. Our telephone number is
      (604) 606-7979.
  [4]
              Timothy
      Brock exercises share voting and/or dispositive powers with respect to
      West Peak Ventures of Canada.
    ITEM
      13.
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.
  In December 2004, we issued a total of 2,500,000 shares
of restricted common stock to Dimac Capital Corporation, a corporation owned and
controlled by Kathrine MacDonald, our former president, in consideration of
$25.  Dimac Capital sold its shares to West Peak Ventures of Canada
Limited, in consideration of $25, on May 31, 2007.  In December 2004,
we also issued 2,500,000 shares of restricted common stock to Woodburn Holdings,
Ltd., a corporation owned and controlled by Robert M. Baker, our president, in
consideration of $25.  This was accounted for as a purchase of common
stock.
  Mr. Baker, our sole officer and director, is the only
person considered to be a “promoter” of our company under Item 404(d) of
Regulation S-B.
  Record title to the mineral claim is held in the name of
Woodburn Holdings Ltd., a corporation owned and controlled by Robert M. Baker,
our sole officer and director.  Mr. Baker is not and will not charge
us a fee for holding title to the property.  In the event mineralized
material is discovered on the property, Woodburn Holdings Ltd. will transfer
title to the mineral claim to us.
  Our business office is located at  789
West Pender Street, Suite 1010, Vancouver, British Columbia, Canada V6C 1H2. Our
telephone number is (604) 606-7979.   We use space on a
rent-free, no charge basis.  This is the office of Sweetwater Capital
Corporation, personally.
           
    ITEM
14.                                PRINCIPAL
ACCOUNTING FEES AND SERVICES.
  (1)
Audit Fees
  The aggregate fees billed for each of the last two
fiscal years for professional services rendered by the principal accountant for
our audit of annual financial statements and review of financial statements
included in our Form 10-Qs or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years was:
  2008
              $
              11,506
              Morgan
      & Co., Chartered Accountants2007
              $
              10,056
              Morgan
      & Co., Chartered Accountants
  (2)
Audit-Related Fees
  The aggregate fees billed in each of the last two fiscal
years for assurance and related services by the principal accountants that are
reasonably related to the performance of the audit or review of our financial
statements and are not reported in the preceding
paragraph:
  2008
              $
              0
              Morgan
      & Co., Chartered Accountants2007
              $
              0
              Morgan
      & Co., Chartered Accountants
  (3)
Tax Fees
  The aggregate fees billed in each of the last two fiscal
years for professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning was:
  2008
              $
              0
              Morgan
      & Co., Chartered Accountants2007
              $
              0
              Morgan
      & Co., Chartered Accountants
  (4)
All Other Fees
  The aggregate fees billed in each of the last two fiscal
yeas for the products and services provided by the principal accountant, other
than the services reported in paragraphs (1), (2), and (3)
was:
  2008
              $
              1,717
              Morgan
      & Co., Chartered Accountants2007
              $
              0
              Morgan
      & Co., Chartered Accountants
  (5) Our audit committee’s pre-approval policies and
procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were
that the audit committee pre-approve all accounting related activities prior to
the performance of any services by any accountant or
auditor.
  (6) The percentage of hours expended on the principal
accountant’s engagement to audit our financial statements for the most recent
fiscal year that were attributed to work performed by persons other than the
principal accountant’s full time, permanent employees was
nil.
    
  PART
IV. OTHER INFORMATION
  ITEM
      15.
              EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES.
  The following is a complete list of exhibits filed as
part of this annual report:
  Incorporated
      by referenceExhibit
              Document
      Description
              Form
              Date
              Number
              Filed
      herewith3.1
              Articles
      of Incorporation.
              SB-2
              3/04/05
              3.13.2
              Bylaws.
              SB-2
              3/04/05
              3.24.1
              Specimen
      Stock Certificate.
              SB-2
              3/04/05
              4.110.1
              Mining
      Claim.
              S-1/A-5
              2/08/08
              10.110.2
              Bill
      of Sale.
              SB-2
              3/04/05
              10.214.1
              Code
      of Ethics.
              
              
              
              x10.3
              Trust
      Agreement.
              SB-2
              12/19/07
              10.399.1
              Subscription
      Agreement.
              SB-2
              3/04/05
              99.199.2
              Charter
      Audit Committee
              
              
              
              x99.3
              Disclosure
      Committee
              
              
              
              x