UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D. C. 20549





FORM 10-K /A


Amendment No. 1





x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010





Commission File Number:000-53676








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)





Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to section 12(g) of the Act:NONE
NONE





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   YES o   NO x





Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act:    YES x   NO o





Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x   NO o





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.o


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 of the Exchange Act.





Large Accelerated Filer
o
Accelerated Filer
oNon-accelerated Filer
o
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 o   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 December 31, 2010 $0.00.





At April 15,2011, 6,000,000 shares of the registrant’s common stock were outstanding.


1











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.
3Item 1A.
Risk Factors.
10Item 1B.
Unresolved Staff Comments.
10Item 2.
Properties.
10Item 3.
Legal Proceedings.
10PART IIItem 5
Market Price for the Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities.
11Item 6.
Selected Financial Data.
12Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation.
12Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
14Item 8.
Financial Statements and Supplementary Data.
14Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
16Item 9A.
Evaluation of Disclosure Controls and Procedures.
16Item 9B.
Other Information.
18PART IIIItem 10.
Directors and Executive Officers, Promoters and Corporate Governance.
18Item 11.
Executive Compensation.
23Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
24Item 13.
Certain Relationships and Related Transactions, and Director Independence.
25Item 14.
Principal Accounting Fees and Services.
25PART IVItem 15.
Exhibits and Financial Statement Schedules.
27














2





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.


3


ITEM 1.
BUSINESS - continued





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 until 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 International Gold Corp. 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.

















4


ITEM 1.
BUSINESS - continued
 
 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, 2011





Woodburn Holdings Ltd. will deliver full title on demand to us  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.





Due to current market conditions 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.























5


ITEM 1.
BUSINESS - continued





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, 2011





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 $2,000 each year. The claim is currently in good standing until June 15, 2011. 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.





6


ITEM 1.
BUSINESS - continued





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.


7


ITEM 1.
BUSINESS - continued





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.





8


ITEM 1.
BUSINESS - continued





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.





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.


9


ITEM 1.
BUSINESS - continued





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.





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 1 B.
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 the  tenure number, claim, and expiration date of our claim:





Date of
Date ofClaim No.
Recording
Expiration516362
December 10, 2004
June 15, 2011








In order to maintain this claim, In order to maintain this claim, Woodburn Holdings Ltd. must pay a fee of approximately $1,652 each year. The claim is currently in good standing until June 15, 2011. 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.
  10








PART II





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





Our stock is listed for trading on the Bulletin Board operated the Financial Industry Regulatory Authority (FINRA) on OTCBB under the symbol “ITGC.OB” There are no outstanding options or warrants to purchase, or securities convertible into, our common stock.





Fiscal Year2009
High Bid
Low BidFourth Quarter: 10/1/09 to 12/31/09Third Quarter: 7/1/09 to 9/30/09Second Quarter: 4/1/09 to 6/30/09First Quarter: 1/1/09 to 3/31/09





Fiscal Year2010
High Bid
Low BidFourth Quarter: 10/1/10 to 12/31/10Third Quarter: 7/1/10 to 9/30/10Second Quarter: 4/1/10 to 6/30/10First Quarter: 1/1/10 to 3/31/10





Holders





On April 15, 2011, we had 40 shareholders of record of our common stock.





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.


11


ITEM 5.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES - continued





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.





Use of Proceeds





Please include a narrative discussion regarding how you have spent the proceeds from the public officering.








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 AND RESULTS 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 a public offering.





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.To meet our need for cash, we  completed a public offering on April 9, 2009 of 1,000,000 shares for a total of $100,000 USD. We anticipate the need to raise additional funding to stay in business for the next fiscal year as well as complete our exploration of the property, which may include 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. 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. 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. 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.





12


ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS - continued





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.




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, 2010





We have the right to explore one property. Woodburn Holdings, Ltd. paid the cost of staking in the amount of $8,500.





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, 2010 , being  $85,382 re unsecured, non-interest bearing loans and $18,291 re advances supported by unsecured promissory notes from related parties.  Note that related parties comprise a significant shareholder and the sole director and officer and two companies controlled by this director.. The loans are not evidenced by any written instruments. The promissory notes bear interest at rates ranging from 8% to 10% per annum., unsecured and with no specific terms of repayment.


13


ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS - continued





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.





During April 2009 we issued 1,000,000 shares of Common stock in the Company pursuant to a public offering. The offering was set at $0.10 per share and the Company raised $100,000 in the offering.





As of December 31, 2010, our total assets were $26,829 and our total liabilities were $164,494.








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.









































14





ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.








INTERNATIONAL GOLD CORP.
 (An Exploration Stage Company)
 
 
 FINANCIAL STATEMENTS
 
 
 YEARS ENDED DECEMBER 31, 2010 AND 2009
 (Stated in U.S. Dollars)


Report of Independent Registered Public Accounting Firm
F-1Balance Sheets
F-2Statements of Operations
F-3Statements of Cash Flows
F-4Statement of Stockholders’ Deficiency
F-5Notes to Financial Statements
F-6







15


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. (the “Company”) as of December 31, 2010 and 2009, and the related statements of operations and cash flows for each of the two years in the period ended December 31, 2010, and for the cumulative period from December 9, 2004 (date of inception) to December 31, 2010, and statements of stockholders’ deficiency for the cumulative period from December 9, 2004 (date of inception) to December 31, 2010.  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, 2010 and 2009, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2010, and for the cumulative period from December 9, 2004 (date of inception) to December 31, 2010, in conformity with accounting principles generally accepted in the United States.
 
 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 operating cash flows, has a stockholders’ deficiency and is dependent upon obtaining adequate financing to fulfill its exploration activities.  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
/s/ ”Morgan & Company”April 14, 2011
Chartered Accountants
  
 
 Tel: (604) 687 – 5841

Fax: (604) 687 – 0075

www.morgan-cas.com
MEMBER OF
P.O. Box 10007 Pacific Centre

Suite 1488 – 700 West Georgia Street

Vancouver, BC V7Y 1A1






F-1
  INTERNATIONAL GOLD CORP.
 (An Exploration Stage Company)
 
 BALANCE SHEETS
 (Stated in U.S. Dollars)
  DECEMBER 312010


2009ASSETS




(Restated – Note 3)CurrentCash

$
1,981


$
19,001Amounts receivable


6,348



2,454Advance recoverable


10,000



-18,329



21,455Mineral Claim Interest


8,500



8,500$
26,829


$
29,955LIABILITIESCurrentAccounts payable and accrued liabilities

$
60,821


$
5,697Amounts due to related parties


85,382



72,414Promissory notes due to related parties


18,291



5,059164,494



83,170STOCKHOLDERS’ DEFICIENCYCapital StockAuthorized:100,000,000 voting common shares with a par value of $0.00001 per shareIssued:6,000,000 common shares


60



60Additional Paid-In Capital


102,990



102,990Deficit Accumulated During The Exploration Stage


(240,715
)


(156,265
)(137,665
)


(53,215
)$
26,829


$
29,955
 
 
 
 The accompanying notes are an integral part of these financial statements.
  F-2
  INTERNATIONAL GOLD CORP.
 (An Exploration Stage Company)
 
 STATEMENTS OF OPERATIONS
 (Stated in U.S. Dollars)
 
 
 
 CUMULATIVEPERIOD FROMINCEPTIONDECEMBER 9YEARS ENDED


2004 TODECEMBER 31


DECEMBER 312010


2009


2010(Restated – Note 3)Revenue

$
-


$
-


$
-ExpensesCorporate support services


33,652



30,000



79,277Interest and bank charges


1,677



1,001



4,114Mineral property costs


2,038



1,886



5,900Office and sundry


5,458



446



7,680Professional fees


28,690



24,155



116,808Transfer and filing fees


12,935



10,977



26,93684,450



68,465



240,715Net Loss For The Period

$
(84,450
)

$
(68,465
)

$
(240,715
)Basic And Diluted Loss Per Common Share

$
(0.01
)

$
(0.01
)Weighted Average Number  Of  Common Shares Outstanding


6,000,000



5,701,370
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 The accompanying notes are an integral part of these financial statements.
  F-3
  INTERNATIONAL GOLD CORP.
 (An Exploration Stage Company)
 
 STATEMENTS OF CASH FLOWS
 (Stated in U.S. Dollars)
 
 
 
 CUMULATIVEPERIOD FROMINCEPTIONDECEMBER 9YEARS ENDED


2004 TODECEMBER 31


DECEMBER 312010


2009


2010Cash Provided By (Used In)







(Restated – Note 3)Operating ActivitiesNet loss for the period

$
(84,450
)

$
(68,465
)

$
(240,715
)Adjustments to reconcile net loss to net cash used in operating activities:Accrued interest payable


1,197



294



1,491Non-cash services from director


-



-



3,000Net changes in non-cash operating working capital items:Amounts receivable


(3,894
)


(2,329
)


(6,348
)Accounts payable and accrued liabilities


55,125



(15,390
)


60,130(32,022
)


(85,890
)


(182,442
)Investing ActivitiesAcquisition of mineral claim interest


-



-



(8,500
)Advance recoverable


(10,000
)


-



(10,000
)(10,000
)


-



(18,500
)Financing ActivitiesIssuance of common stock


-



100,000



100,050Advances from related parties


12,968



-



86,074Advances from promissory notes


12,034



4,765



16,79925,002



104,765



202,923Net (Decrease) Increase In Cash


(17,020
)


18,875



1,981Cash, Beginning Of Period


19,001



126



-Cash, End Of Period

$
1,981


$
19,001


$
1,981Supplemental 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-4
  INTERNATIONAL GOLD CORP.
 (An Exploration Stage Company)
 
 STATEMENT OF STOCKHOLDERS’ DEFICIENCY
 
 PERIOD FROM INCEPTION, DECEMBER 9, 2004, TO DECEMBER 31, 2010
 (Stated in U.S. Dollars)
 
 
 
 COMMON STOCKNUMBER OF COMMON SHARES


PAR VALUE


ADDITIONAL PAID – IN CAPITAL


DEFICIT

ACCUMULATED DURING THE EXPLORATION STAGE


TOTALBeginning balance,    December 9, 2004


-


$
-


$
-


$
-


$
-Shares issued for cash 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 (restated – Note 3)


-



-



-



(53,221
)


(53,221
)Balance,

December 31, 2008


5,000,000



50



3,000



(87,800
)


(84,750
)Shares issued for cash at $0.10


1,000,000



10



99,990



-



100,000Net loss for the year


-



-



-



(68,465
)


(68,465
)Balance,

December 31, 2009


6,000,000



60



102,990



(156,265
)


(53,215
)Net loss for the year


-



-



-



(84,450
)


(84,450
)Balance,

December 31, 2010


6,000,000


$
60


$
102,990


$
(240,715
)

$
(137,665
)
 
 The accompanying notes are an integral part of these financial statements.
  F-5
 
 INTERNATIONAL GOLD CORP.
 (An Exploration Stage Company)
 
 NOTES TO FINANCIAL STATEMENTS
 
 YEARS ENDED DECEMBER 31, 2010 AND 2009
 (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.  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 stage natural resource properties.  The Company is considered an exploration stage company as defined in the Securities and Exchange Commission (“SEC”) Industry Guide 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 $244,016for the period from December 9, 2004 (inception) to December 31, 2010, and has had no revenue.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the exploration of its mineral claim.  Although there is no assurance that management’s plans will be realized, management has plans to seek additional capital through private placements of its common stock.  These 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 (“GAAP”).  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 judgment.  All dollar amounts are in U.S. dollars unless otherwise noted.
  F-6
 
 INTERNATIONAL GOLD CORP.
 (An Exploration Stage Company)
 
 NOTES TO FINANCIAL STATEMENTS
 
 YEARS ENDED DECEMBER 31, 2010 AND 2009
 (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)
Exploration Stage Enterprise
 
 The Company’s financial statements are prepared using the accrual method of accounting and according to the provisions of Accounting Standards Codification (“ASC”)  Topic 915, Development Stage Entities, as it devotes substantially all of its efforts to acquiring and exploring mineral properties.  Until such properties are acquired and developed or sold, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.
 
 b)
Mineral Property Costs
 
 Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred.  The Company assesses the carrying costs for impairment at each fiscal quarter end.  When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property are capitalized. Such costs will be amortized using the unit-of-production method over the estimated life of the probable reserve.  If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
 
 c)
Long-lived Assets
 
 The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.
 
 Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
  F-7
 
 INTERNATIONAL GOLD CORP.
 (An Exploration Stage Company)
 
 NOTES TO FINANCIAL STATEMENTS
 
 YEARS ENDED DECEMBER 31, 2010 AND 2009
 (Stated in U.S. Dollars)
  
 
 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 d)      Asset Retirement Obligations
 
 Asset retirement obligations, including environmental expenditures, that relate to current operations are charged to operations 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 charged to operations. Liabilities are recorded when retirement obligations, including environmental assessments and/or remedial efforts, are probable, and the cost can be reasonably estimated.
 
 e)      Cash and Cash Equivalents
 
 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 90 days or less to be cash equivalents.
 
 f)
Foreign Currency Accounting
 
 The Company’s functional currency is the U.S. dollar.  Head office financing and investing activities are generally in Canadian dollars. Transactions in Canadian 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 items at the rate in effect of the date of transactions.
 
 Gains and losses arising on the settlement of foreign currency denominated transactions or balances are recorded in the statements of operations.
 
 
 
  F-8
 
 INTERNATIONAL GOLD CORP.
 (An Exploration Stage Company)
 
 NOTES TO FINANCIAL STATEMENTS
 
 YEARS ENDED DECEMBER 31, 2010 AND 2009
 (Stated in U.S. Dollars)
  
 
 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 g)
Fair Value of Financial Instruments
 
 ASC Topic 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value.  The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
 These tiers include:
  ·      Level 1 – defined as observable inputs such as quoted prices in active markets;
  ·
Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
  ·
Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
  Cash consists of cash on deposit with a high quality major financial institution. The carrying cost approximates fair value due to the liquidity of these deposits.  The carrying amounts of other financial assets and liabilities comprising amounts receivable, accounts payable and accrued liabilities, and amounts due to related parties, were a reasonable approximation of their fair value.
 
 h)
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 and values recorded for related party transactions.  Actual results may differ from the estimates.
 
 i)
Basic and Diluted Loss Per Share
 
 The Company reports basic loss per share in accordance with ASC Topic 260, “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 are the same, as any exercise of options or warrants would be anti-dilutive.
 
  F-9
 
 INTERNATIONAL GOLD CORP.
 (An Exploration Stage Company)
 
 NOTES TO FINANCIAL STATEMENTS
 
 YEARS ENDED DECEMBER 31, 2010 AND 2009
 (Stated in U.S. Dollars)
  
 
 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 j)
Comprehensive Loss
 
 Other comprehensive income (loss) (“OCI”) is recorded in accordance with ASC 220-10-45 Comprehensive Income, previously FASB Statement No. 130, Reporting Comprehensive Income, which requires that all components of comprehensive income (loss) be reported in the financial statements in the period in which they are recognized.  OCI includes certain changes in stockholders’ deficiency that are excluded from net income.
 
 k)     Stock-based Compensation
 
 The Company adopted ASC Topic 718, “Compensation – Stock Compensation”, 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.  The Company uses the Black-Scholes option-pricing model to determine the fair-value of these transactions.  To December 31, 2010, the Company has not granted any stock options.
 
 l)      Income Taxes
 
 The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes.  This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes.  If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
 
 m)    Comparative Figures
 
 Certain of the comparative figures have been reclassified to conform with the current year’s presentation.
 
 n)     Recently Adopted Accounting Policies
 
 In February 2010, FASB issued Accounting Standards Update (“ASU”) 2010-09 Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-09 removes the requirement for an SEC filer to disclose a date in both issued and revised financial statements.  Revised financial statements include financial statements reissued as a result of either correction of an error or retrospective application of GAAP. All of the amendments in ASU 2010-09 are effective upon issuance of the final ASU, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The Company adopted ASU 2010-09 in February 2010, and it did not impact on the Company’s financial statements.
  F-10
 
 INTERNATIONAL GOLD CORP.
 (An Exploration Stage Company)
 
 NOTES TO FINANCIAL STATEMENTS
 
 YEARS ENDED DECEMBER 31, 2010 AND 2009
 (Stated in U.S. Dollars)
  
 
 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 n)    Recently Adopted Accounting Policies (Continued)
 
 In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements, amending ASC 820. ASU 2010-06 requires entities to provide new disclosures and clarify existing disclosures relating to fair value measurements.  The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2010-06, but does not expect its adoption to have a material impact on the Company’s financial position or results of operations.
 
 
 3.
PRIOR PERIOD CORRECTION
 
 An adjustment was made to record the foreign exchange gain of $3,301 in the year ended December 31, 2008 in the statements of operations instead of other comprehensive income.  The impact of this prior period correction was to reduce the deficit and accumulated other comprehensive income as at December 31, 2009 and 2008 by this amount.
 
 
 4.
ADVANCE RECOVERABLE
 
 By a letter agreement dated March 18, 2010, the Company paid an advance of $10,000 to a company in connection with a prospective financing and merger between the two companies.  The funds advanced will be returned in full as a formal agreement was not entered into and negotiations were terminated.
  
 
 5.
MINERAL CLAIM INTEREST
 
 In 2004, the Company, on payment of $8,500 to a related British Columbia corporation owned and controlled by the sole director and officer of the Company, acquired the right to conduct exploration activities on one mineral claim (“the Claim”).  The legal title to the claim is held by this corporation.
 
 The Claim is located on the south end of Polley Lake approximately 90 kilometres northeast of the city of Williams Lake in the Cariboo Mining Division, British Columbia, Canada.  The claim is approximately 500 meters long and 500 metres wide.  To maintain the Claim, a fee of approximately $2,000 must be paid each year.  The claim is currently in good standing until June 15, 2011.
  F-11
 
 INTERNATIONAL GOLD CORP.
 (An Exploration Stage Company)
 
 NOTES TO FINANCIAL STATEMENTS
 
 YEARS ENDED DECEMBER 31, 2010 AND 2009
 (Stated in U.S. Dollars)
  
 
 6.
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.
 
 During the year ended December 31, 2009, the Company issued 1,000,000 shares of its common stock for cash proceeds of $100,000.
 
 The Company has no stock option plan, warrants or other dilutive securities.
 
 
 7.
RELATED PARTY TRANSACTIONS AND AMOUNTS DUE
 
 Transactions with related parties were in the normal course of operations and have been valued in these financial statements at the exchange amount, which is the amount of consideration agreed to and established by the related parties.
 
 a)
Amounts Due to Related Parties
 
 The Company was indebted at December 31, 2010, for unsecured, non-interest bearing loans with no specific terms of repayment, totaling $85,382 (2009 - $72,414). Of that total, $44,368 was due to a significant shareholder. The balance of $41,014 was due to the sole director and officer of the Company and two companies controlled by this director.
 
 b)   Promissory Notes Due to Related Parties
 
 The Company was indebted at December 31, 2010, for unsecured promissory notes due on demand, bearing interest at rates ranging from 8% to 10% per annum, totaling $18,291 (2009 - $5,059).
 
 Of that total, $12,043 was due to a significant shareholder. The balance of $6,248, including accrued interest of $271, was due to a company controlled by the sole director and officer of the Company.
 
 Total interest expense for the year aggregated $1,197 (2009 - $294).
 
 c)   Corporate Support Services
 
 The Company paid and/or accrued for corporate support services of $33,652 (2009 - $30,000) to a company controlled by the sole director and officer of the Company for a 36 month term commencing on April 1, 2010.
  F-12
 
 INTERNATIONAL GOLD CORP.
 (An Exploration Stage Company)
 
 NOTES TO FINANCIAL STATEMENTS
 
 YEARS ENDED DECEMBER 31, 2010 AND 2009
 (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.
 
 
 9.
FINANCIAL INSTRUMENT AND RISK MANAGEMENT
 
 The following table presents information about the Company’s financial instruments that have been measured at fair value as of December 31, 2010 and 2009, and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair values:
 
 2010

LEVEL


HELD-FOR- TRADING


LOANS AND

RECEIVABLES/

AMORTIZED

COST


TOTAL

CARRYING

VALUE


FAIR VALUEFinancial assetsCash


1


$
1,981


$
-


$
1,981


$
1,981Amounts receivable


2



-



6,348



6,348



6,348$
1,981


$
6,348


$
8,329


$
8,329
 
 LEVEL


OTHER

FINANCIAL

LIABILITIES


TOTAL

CARRYING VALUE


FAIR VALUEFinancial liabilitiesAccounts payable and accrued liabilities


3


$
60,821


$
60,821


$
60,821Amounts due to related parties


3



85,382



85,382



85,382$
146,203


$
146,203


$
146,203
 
 2009

LEVEL


HELD-FOR- TRADING


LOANS AND

RECEIVABLES/

AMORTIZED

COST


TOTAL

CARRYING

VALUE


FAIR VALUEFinancial assetsCash


1


$
19,001


$
-


$
19,001


$
19,001Amounts receivable


2



-



2,454



2,454



2,454$
19,001


$
2,454


$
21,455


$
21,455
  F-13
 
 INTERNATIONAL GOLD CORP.
 (An Exploration Stage Company)
 
 NOTES TO FINANCIAL STATEMENTS
 
 YEARS ENDED DECEMBER 31, 2010 AND 2009
 (Stated in U.S. Dollars)
  
 
 9.
FINANCIAL INSTRUMENT AND RISK MANAGEMENT (Continued)
 
 2009

LEVEL


OTHER

FINANCIAL

LIABILITIES


TOTAL

CARRYING VALUE


FAIR VALUEFinancial liabilitiesAccounts payable and accrued liabilities


3


$
5,697


$
5,697


$
5,697Amounts due to related parties


3



72,414



72,414



72,414$
78,111


$
78,111


$
78,111
 
 
 10.
INCOME TAXES
 
 A reconciliation of income tax benefit to the amount computed at the statutory rate of 34% (2009 – 34%) is as follows:
 
 2010


2009Expected income tax recovery

$
(28,700
)

$
(23,300
)Increase in valuation allowance


28,700



23,300$
-


$
-
 
 Significant components of deferred income tax assets are as follows:
 
 2010


2009Deferred income tax assets

$
83,800


$
55,100Valuation allowance


(83,800
)


(55,100
)$
-


$
-
 
 The Company has approximately $244,000 (2009 - $159,600) in net operating losses carry forward which will expire by 2030 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.
 
 
 11. SUBSEQUENT EVENT
 
 On April 14, 2011, the Company received two loan advances totaling $20,000 from the sole director and officer of the Company and from a company controlled by this director and officer. These advances are unsecured and interest free with no specific terms of repayment.






























































F-14





ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 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, 2010, included in this report have been audited by Morgan & Co, Chartered Accountants, 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.





The material weakness relates to the monitoring and review of work performed by our limited accounting staff in the preparation of financial statements, footnotes and financial data provided to our independent registered public accounting firm in connection with the annual audit. More specifically, the material weakness in our internal control over financial reporting is due to the fact that:





●
The Company lacks proper segregation of duties. We believe that the lack of proper segregation of duties is due to our limited resources.


●
The Company does not have a comprehensive and formalized accounting and procedures manual.





Limitations on the Effectiveness of Controls





Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.


16


ITEM 9A.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES - continued





The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.





CEO and CFO Certifications





Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.





Management’s Report on Internal Control over Financial Reporting





Our 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 to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.





Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.





Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. 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 the policies or procedures may deteriorate.





Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, as of December 31, 2010, the Company’s internal control over financial reporting were ineffective.


17






ITEM 9A.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES - continued




●
The Company lacks proper segregation of duties. We believe that the lack of proper segregation of duties is due to our limited resources.


●
The Company does not have a comprehensive and formalized accounting and procedures manual.





This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.





Changes in Internal Controls





There were no changes in our internal control over financial reporting during the quarter ended December 31, 2010 that have affected, or are reasonably likely to affect, our internal control over financial reporting.








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
57
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 officer and director 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.


18


ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE - continued





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.


19


ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE - continued





Involvement in Certain Legal Proceedings





During the past ten years, Mr. Baker has not been the subject of the following events:





1.
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;





2.
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);





3.
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;





i)
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator,  floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or anassociated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;





ii)
Engaging in any type of business practice; or





iii)
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;





4.
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;





5.
Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;





6.
Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;


20


ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE - continued




7.
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:





i)
Any Federal or State securities or commodities law or regulation; or





ii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or





iii)
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or





8.
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.




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





We have an audit committee comprised of all of our directors.  Mr. Baker is our sole director.  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.  A copy of the audit committee charter was filed as Exhibit 99.2 our 2008 Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 7, 2009.





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.


21


ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE - continued





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





We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics was filed as Exhibit 14.1 our 2008 Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 7, 2009.





Disclosure Committee and Charter





We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the disclosure committee charter was filed as Exhibit 99.3 our 2008 Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 7, 2009.





Section 16(a) Beneficial Ownership Compliance





Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.  Based on our review of the copies of such forms received by us, or written representations that no other reports were required, and to the best of our knowledge, we believe that all of our officers, directors, and owners of 10% or more of our common stock filed all required Forms 3, 4, and 5.











22


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
2010
0
0
0
0
0
0
0
0President, Secretary
2009
0
0
0
0
0
0
0
0and Treasurer
2008
0
0
0
0
0
0
0
0








We have not paid any salaries to date, and we do not anticipate paying any salaries at any time in 2011. 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, 2010. We have not paid any compensation to our directors in 2010 and do not anticipate paying any compensation to our directors in 2011.





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 sole director does not receive any compensation for serving as a member 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.


















































23


ITEM 11.
EXECUTIVE COMPENSATION - continued


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 - continued








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
41.66%789 West Pender Street, Suite 1010Vancouver, British Columbia, Canada   V6C 1H2  [3]All Officers and Directors as a Group (1 person)
2,500,000
41.66%West Peak Ventures of Canada [4]
2,500,000
41.66%789 West Pender Street, Suite 1010Vancouver, British Columbia, Canada   V6C 1H2





24





ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS - continued


[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.





ITEM13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE.





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 pay a nominal fee of $2,500 for office space and bookkeeping services.  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:





2010
$
28,052
Morgan & Co., Chartered Accountants2009
$
23,265
Morgan & Co., Chartered Accountants





25


ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES - continued





(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:





2010
$
0
Morgan & Co., Chartered Accountants2009
$
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:





2010
$
0
Morgan & Co., Chartered Accountants2009
$
0
Morgan & Co., Chartered Accountants





(4) All Other Fees





The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:





2010
$
0
Morgan & Co., Chartered Accountants2009
$
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.








26








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.
10-K
4/15/11
14.110.3
Trust Agreement.
SB-2
12/19/07
10.331.1
Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



x32.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive and Chief Financial Officer.



x99.1
Subscription Agreement.
SB-2
3/04/05
99.199.2
Charter Audit Committee
10-K
4/15/11
99.299.3
Disclosure Committee
10-K
4/15/11
99.3











SIGNATURES
 
 In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 17th day of May , 2011
 INTERNATIONAL GOLD CORP.By:
/s/ Robert M. BakerName: Robert M. BakerTitle: President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer, and sole member of the Board of Directors











27