UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
   
 
FORM 10-Q
   
x
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
 
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012
   
OR
 
 
  
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
EXCHANGE ACT OF 1934
 
   
 
Commission file number 333-123134

 
INTERNATIONAL GOLD CORP.
(Exact name of registrant as specified in its charter)
 
NEVADA
(State or other jurisdiction of incorporation or organization)
 
1111 West Georgia Street, Suite 1720
Vancouver, British Columbia
Canada V6E 4M8
(Address of principal executive offices, including zip code.)
 
(604) 687-0760
(telephone number, including area code)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.  YES  x NO 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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer
 
o
 
Accelerated Filer
 
o
 
Non-accelerated Filer
o
Smaller Reporting Company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.  YES  x NO o
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 6,250,000 as of May 18, 2012.
 

 
1
 


 
TABLE OF CONTENTS
 
   
Page
 
PART I - FINANCIAL INFORMATION
 
       
Item 1.       Financial Statements
  3  
       
Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2011
  4  
       
Statements of Operations for the Three Months ended March 31, 2012 and 2011 (unaudited)
  5  
       
Statements of Cash Flows for the Three Months ended March 31, 2012 and 2011  (unaudited)
  6  
       
Notes to Financial Statements (unaudited)
  7  
       
Item 2.       Management’s Discussion and Analysis Of Financial Condition and Results of Operations
  13  
       
Item 3.       Quantitative and Qualitative Disclosures About Market Risk
  16  
       
Item 4.       Controls and Procedures
  16  
       
PART II - OTHER INFORMATION
       
Item 1A.    Risk Factors
  16  
       
Item 2.       Registered Sales of Equity Securities and Use of Proceeds
  16  
       
Item 6.       Exhibits
  17  
       
SIGNATURES
  17  
 
 

 

 

 
2
 

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.









INTERNATIONAL GOLD CORP.


INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011
  (Unaudited)
 (Stated in U.S. Dollars)
















 

 
3
 

INTERNATIONAL GOLD CORP.

INTERIM BALANCE SHEETS
 (Stated in U.S. Dollars)
 
 
   
MARCH 31
   
DECEMBER 31
 
   
2012
   
2011
 
   
(Unaudited)
       
ASSETS
           
             
Current
           
Cash
  $ 248     $ 759  
Amounts receivable
    14,625       9,144  
    $ 14,873     $ 9,903  
                 
LIABILITIES
               
                 
Current
               
Accounts payable and accrued liabilities
  $ 115,052     $ 117,680  
Loans payable
    114,908       112,289  
Amounts due to related party
    26,744       41,974  
Promissory notes due to related party
    6,761       6,579  
      263,465       278,522  
Contractual Obligations And Commitments (Note 6)
               
Subsequent Events (Note 8)
               
                 
STOCKHOLDERS’ DEFICIENCY
               
                 
Capital Stock
               
Authorized:
               
   100,000,000 voting common shares with a par value of $0.00001 per share
               
                 
Issued:
               
   6,250,000 common shares at March 31, 2012 and December 31, 2011
    63       63  
                 
Additional Paid-In Capital
    165,487       165,487  
Shares To Be Issued
    85,000       10,000  
Accumulated Deficit
    (499,142 )     (444,169 )
      (248,592 )     (268,619 )
                 
    $ 14,873     $ 9,903  
                 



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

 
4
 

INTERNATIONAL GOLD CORP.

INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
 (Stated in U.S. Dollars)


   
THREE MONTHS ENDED
MARCH 31
 
   
2012
   
2011
 
             
Revenue
  $ -     $ -  
                 
Operating Expenses
               
Consulting services
    22,500       -  
Corporate support services
    11,000       8,918  
Interest, bank and finance charges
    6,143       753  
Office, foreign exchange and sundry
    4,773       3,271  
Professional fees
    9,615       -  
Transfer and filing fees
    942       1,158  
      54,973       14,100  
                 
Net Loss For The Period
  $ (54,973 )   $ (14,100 )
                 
Basic And Diluted Loss Per Common Share
  $ (0.01 )   $ (0.00 )
                 
Weighted Average Number Of Common  Shares Outstanding
    6,250,000       6,000,000  


















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

 
5
 

INTERNATIONAL GOLD CORP.

INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)

 
THREE MONTHS ENDED
MARCH 31
 
 
2012
 
2011
 
         
Cash Provided By (Used In)
       
         
Operating Activities
       
     Net loss for the period
  $ (54,973 )   $ (14,100 )
    Adjustments to reconcile net loss to net cash used in operating activities:
               
         Accrued interest payable
    2,369       753  
         Loss on foreign exchange
    432       1,338  
Net changes in non-cash operating working capital items:
            -  
        Amounts receivable
    (5,481 )     5,237  
        Accounts payable and accrued liabilities
    (2,628 )     5,365  
      (60,281 )     (1,407 )
                 
  Financing Activities
               
     Issuance of common stock subscriptions
    75,000       -  
     Repayment of amounts due to related party
    (15,230 )     -  
      59,770       -  
                 
Net Decrease In Cash
    (511 )     (1,407 )
                 
Cash, Beginning Of Period
    759       1,981  
                 
Cash, End Of Period
  $ 248     $ 574  
                 
Supplemental Disclosure Of Cash Flow Information
               
     Cash paid during the period for:
               
        Interest
  $ -     $ -  
        Income taxes
  $ -     $ -  




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


 
6
 

INTERNATIONAL GOLD CORP.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(Unaudited)
(Stated in U.S. Dollars)


1. 
BASIS OF PRESENTATION AND NATURE OF OPERATIONS

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 was originally formed for the purpose of acquiring exploration stage natural resource properties. The Company currently has no properties, is not conducting any exploration work and is currently not in the “exploration stage”.  The Company has not yet realized any revenues from its operations.    

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

The future of the Company is dependent upon its ability to establish a business and to obtain new financing to execute a business plan. As shown in the accompanying financial statements, the Company has incurred accumulated losses of $499,142 for the period from December 9, 2004 (inception) to March 31, 2012, and has had no revenue.  There is no assurance that management’s plans to seek additional capital through private placements of its common stock will be realized, and these factors may cast substantial doubt upon the use of the going concern assumption. 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.
 
Basis of Presentation

The unaudited financial information furnished herein reflects all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented.  These first quarter financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s report on Form 10-K for the year ended December 31, 2011.  The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding fiscal year, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context.  Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s financial statements for the fiscal year ended December 31, 2011, has been omitted.  The results of operations for the three month period ended March 31, 2012 are not necessarily indicative of results for the entire year ending December 31, 2012.



 

 
7
 


INTERNATIONAL GOLD CORP.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011
 (Unaudited)
(Stated in U.S. Dollars)


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.

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 have been prepared using the accrual method of accounting and according to the provisions of Accounting Standards Codification (“ASC”) Topic 915, Development Stage Entities. To the end of the prior fiscal year, the Company had devoted substantially all of its efforts to acquiring and exploring mineral properties. It currently has no properties and no exploration program.

 
b)
Mineral Property Costs

Mineral property exploration costs were expensed as incurred. Mineral property acquisition costs were initially capitalized when incurred.  The Company assessed the carrying costs for impairment at each fiscal quarter end.  If it had been determined that a mineral property could be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property would be capitalized. Such costs would be amortized using the unit-of-production method over the estimated life of the probable reserve.  If mineral properties were subsequently abandoned or impaired, any capitalized costs would 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.

 
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.


 
8
 

INTERNATIONAL GOLD CORP.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011
 (Unaudited)
(Stated in U.S. Dollars)



2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
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; and
 
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.

 
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, loan receivable, accounts payable and accrued liabilities, loans payable and amounts due to related party, were reasonable approximations 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.


 
9
 

INTERNATIONAL GOLD CORP.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011
 (Unaudited)
(Stated in U.S. Dollars)



2. 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
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.

 
j) 
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 March 31, 2012, the Company has not granted any stock options.

 
k) 
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.

 
l) 
Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date.  Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial statements upon adoption.


3. 
CAPITAL STOCK

During the period ended March 31, 2012, the Company received payments totaling $75,000 as subscriptions for 1,500,000 shares of its common stock.

In April 2012, loans totaling $22,500 Canadian were converted to a subscription for 450,000 shares of the Company’s common stock.

In April and May, 2012, the Company received payments totaling $17,000 as subscriptions for 340,000 shares of its common stock.

As of the date of these financial statements, no shares have yet been issued for these subscriptions.

The Company has no stock option plan, warrants or other dilutive securities.


 
10
 

INTERNATIONAL GOLD CORP.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011
 (Unaudited)
(Stated in U.S. Dollars)



4.
LOANS PAYABLE

Interest totaling $2,244 (2011 - $Nil) was accrued on loan amounts during the three months ended March 31, 2012.

In April 2012, loans totaling $22,500 Canadian were converted to a subscription for 450,000 shares of the Company’s common stock. As of the date of these financial statements, the shares have not yet been issued.


5.
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 Party

The Company was indebted at March 31, 2012 and December 31, 2011, for unsecured, non-interest bearing loans with no specific terms of repayment, totaling $26,744 and $41,974 respectively. The total amount was due to the sole director and officer of the Company and a company or companies controlled by this director.

Other amounts due to the above noted related party and included in accounts payable totaled $31,909 at March 31, 2012 and $35,049 at December 31, 2011.
 
 
b) 
Promissory Notes Due to Related Party

The Company was indebted at March 31, 2012 for unsecured promissory notes due on demand, bearing interest at 8% per annum, totaling $6,761, including accrued interest (December 31, 2011 - $6,579).

The above amounts including accrued interest of $861 (December 31, 2011: $736), were due to a company controlled by the sole director and officer of the Company.


6.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS

A consulting agreement was executed by the Company for the provision of corporate compliance services, administrative services, and bookkeeping, dated for reference January 1, 2011. The agreement calls for a monthly fee of $3,000 (Canadian) plus applicable taxes. In recognition of the Company’s constrained financial condition, the consultant agreed to forego regular monthly fees in 2011 and accepted seven months’ fees to December 31, 2011 totaling $18,208. In the period ended March 31, 2012, regular monthly fees commenced which, together with a one-time payment of $2,000 in recognition of 2011 payments foregone, totaled $11,000. The agreement remains in effect until terminated by either party on one month’s notice. In the event that the Company terminates the agreement other than for cause, the Company is required to pay two months’ fees as a termination fee.

On February 21, 2012 a consulting agreement was fully executed between the Company and another company controlled by the sole director and officer of the Company, effective January 1, 2012 for a term of 48 months, whereby the other company has agreed to provide the services of its shareholder as the Company’s CEO, COO, CFO and Corporate Secretary.  As compensation, the Company is to pay $90,000 per annum, in equal monthly installments of $7,500, in arrears and plus applicable taxes.  The Company has also agreed to reimburse reasonable business and/or entertainment and automobile expenses during the duration of the consulting agreement. The agreement may be terminated by either party on thirty days’ notice. In the event that the agreement is terminated on a change of control of the Company or, other than for cause, the consultant is entitled to a severance payment equivalent to twelve months of fees.

 
11
 

INTERNATIONAL GOLD CORP.

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011
 (Unaudited)
(Stated in U.S. Dollars)



7.
FAIR VALUE OF ASSETS AND LIABILITIES

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. U.S. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820-10 Fair Value Measurements also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three levels. These levels are:

Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets. Level 1 assets and liabilities include debt and equity securities traded in an active exchange market, as well as U.S. Treasury securities.

Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Valuation is determined using model-based techniques with significant assumptions not observable in the market.

The following tables present information about the Company’s financial instruments that have been measured at fair value as of March 31, 2012 and indicate the fair value hierarchy of the valuation inputs utilized to determine such fair values:

   
LEVEL
   
HELD-FOR- TRADING
   
LOANS AND
RECEIVABLES/
AMORTIZED
COST
   
TOTAL
CARRYING
VALUE
   
FAIR VALUE
 
  Financial assets
                             
Cash
  1     $ 248     $ -     $ 248     $ 248  
 
   
LEVEL
   
OTHER
FINANCIAL
LIABILITIES
   
TOTAL
CARRYING
VALUE
   
FAIR VALUE
 
  Financial liabilities
                       
                         
Loans payable, including interest
  2     $ 114,908     $ 114,908     $ 114,908  
Promissory notes due to related party, including interest
  2       6,761       6,761       6,761  
          $ 121,669     $ 121,669     $ 121,669  


8.
SUBSEQUENT EVENTS

Management has evaluated subsequent events and the impact on the reported results and disclosures and has concluded that no other significant events require disclosure as of the date these financial statements were issued.
 
 

 
 
12
 
 
ITEM 2. 
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 currently considered a “shell” company inasmuch as we are not generating revenues, do not own an operating business, and have no specific plan other than to engage in a merger or acquisition transaction with a yet-to-be identified operating company or business. We have no employees and minimal cash.

Our plan is to seek, investigate, and consummate a merger or other business combination, purchase of assets or other strategic transaction with a corporation, partnership, or other operating business entity desiring the perceived advantages of becoming a publicly reporting and publicly held corporation. We have no operating business, and conduct minimal operations necessary to meet regulatory requirements. Our ability to commence any operations is contingent upon obtaining adequate financial resources.

We may consider a business which has recently commenced operations and is seeking to develop a new product or service, or a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering. Alternatively, we may consider acquiring a project that is no longer aligned with the strategic direction of the business in which it was developed.

We are not currently engaged in any business activities that provide cash flow. The costs of meeting our regulatory and reporting requirements, as well as the costs of investigating and analyzing potential business combinations or projects for the next twelve months will need to be funded through sales of our common stock and/or loans.

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. We have not generated any revenues and no revenues are anticipated until after we engage in a merger or acquisition transaction. We can not currently estimate the timing of any possible future revenues. We currently have no definitive agreements or understandings with any prospective business combination or project candidates and there are no assurances that we will find a suitable business with which to combine or project to acquire. The implementation of our business objectives is wholly contingent upon a business combination or project acquisition and/or the successful sale of our securities. We intend to utilize the proceeds of any offering, any sales of equity securities or debt securities, bank and other borrowings or a combination of those sources to effect a business combination or project acquisition which we believe has significant growth potential. There is no certainty that we will be able to complete any of those steps. Our only sources for cash at this time are loans, or investments by others in a public offering or a private placement.

We have no employees. The services of our president and CEO, Robert M. Baker, are provided through a consulting agreement effective January1, 2012 with a company owned by Mr. Baker. We expect to use outside consultants, advisors, attorneys and accountants as necessary, none of whom will be hired on a retainer basis. We do not anticipate hiring any full-time employees so long as we are seeking and evaluating business opportunities.

The time and costs required to select and evaluate a target business or project (including conducting a due diligence review) and to structure and consummate the business combination or project acquisition (including negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable corporate and securities laws) cannot be determined at this time. Our president will devote such time as he deems reasonably necessary to carry out our business and affairs. The amount of time devoted to our business and affairs may vary significantly depending upon, among other things, whether we have identified a target business or project or are engaged in active negotiation of a business combination or project acquisition.
 
We anticipate that various prospective target businesses or projects will be brought to our attention from various sources, including securities broker-dealers, investment bankers, venture capitalists, bankers and other members of the financial community.



 
13
 
 
ITEM 2. 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued
 
Limited Operating History; Need for Additional Capital

There is not sufficient historical financial information about us upon which to base an evaluation of our performance.  We are considered a shell company 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, without limitation, the items listed in Item 1A RISK FACTORS in our report filed on Form 10-K for the year ended December 31, 2011.

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 our operations.

Results of Operations

To March 31, 2012

The following summary of our results of operations should be read in conjunction with our financial statements for the period ended March 31, 2012 which are included with this Report.

   
Three Months Ended March 31
   
Change
 
   
2012
   
2011
   
Amount
   
Percentage
 
Revenue
  $ -     $ -     $ -       -  
Operating Expenses
    54,973       14,100       40,873       290 %
Net (Loss)
  $ (54,973 )     (14,100 )   $ (40,873 )     290 %

Revenues

We have had no operating revenues since our inception on December 9, 2004. We recorded a net loss of $54,973 for the three month period ended March 31, 2012 and have an accumulated deficit of $499,142. We have no way to generate any revenue until after we are able to effect a business combination or project acquisition. The possibility and timing of revenue being generated after that cannot be predicted given that no target business combination or project acquisition has yet been identified.

Expenses – Three month periods ended March 31, 2012 and March 31, 2011

Items with notable period over period differences are as follows:

   
Three Months Ended March
   
Change
 
   
2012
   
2011
   
Amount
   
Percentage
 
Consulting services
  $ 22,500     $ -     $ 22,500       -  
Corporate support services
  $ 11,000     $ 8,918     $ 2,082       23 %
Interest, bank and finance charges
  $ 6,143     $ 753     $ 5,390       716 %
Office, foreign exchange and sundry
  $ 4,773     $ 3,271     $ 1,502       46 %
Professional fees
  $ 9,615     $ -     $ 9,615       -  
                                 

 
§
Consulting services in the current period relate to fees for services of our president under the terms of a contract which commenced January 1, 2012.
 
§
Corporate support services increased in the current quarter mainly due to a one-time $2,000 adjustment in recognition of costs foregone by the service provider in 2011.
 
§
The increase in interest, bank and finance charges was primarily due to accrual of debt interest in 2012 on third party loans received after March 31, 2011.
 
§
Office, foreign exchange and sundry increased primarily due to information technology services in the current period, with none in the equivalent period in the prior year.
 
§
Professional fees increased primarily due to timing of invoicing for 2011 quarterly statement reviews.





 
14
 
 
ITEM 2. 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued
 
Balance Sheet at March 31, 2012 and December 31, 2011

Items with notable period-end differences are as follows:

   
March 31
   
December 31
   
Change
 
   
2012
   
2011
   
Amount
   
Percentage
 
Amounts receivable
  $ 14,625     $ 9,144       5,481       60 %
Amounts due to related party
  $ 26,744     $ 41,974       (15,230 )      (36 )%
Shares to be issued
  $ 85,000     $ 10,000       75,000       750 %
                                 

 
§
Amounts receivable increased due to the accrual of recoverable goods and services taxes in the current period.
 
§
Amounts due to related party decreased as a result of repayments made during the current period of loans from our president .
 
§
Shares to be issued increased due to receipt in the current quarter of amounts totaling $75,000 as subscriptions for 1,500,000 shares of our common stock. The shares have not yet been issued.

Liquidity and Capital Resources

As of March 31, 2012, our total assets were $39,053 and our total liabilities were $287,645. At that date we had cash of $248.

Our working capital as at March 31, 2012 and December 31, 2011 and the changes between those dates are summarized as follows:

   
March 31
   
December 31
   
Increase/(Decrease)
 
   
2012
   
2011
   
Amount
   
Percentage
 
Current Assets
  $ 39,053       9,903       29,150       294 %
Current Liabilities
    287,645       278,522       9,123       3 %
Working Capital (Deficiency)
  $ (248,592 )     (268,619 )     20,027       (7 % )
 
The decrease in our working capital deficiency from December 31, 2011 to March 31, 2012 was primarily due to an increase in accrued recoverable goods and services taxes of approximately $5,000, together with net repayments of loans made by our president of approximately $15,000.  The repayments were possible mainly due to funds received as subscriptions for our common stock.
 
Cash Flows
   
Three Months Ended March 31
   
Increase/(Decrease)
 
   
2012
   
2011
   
Amount
   
Percentage
 
Cash Flows (Used In) Provided By:
                       
Operating Activities
  $ (60,281 )   $ (1,407 )   $ (58,874 )     4,184 %
                                 
Financing Activities
    59,770       -       59,770       -  
                                 
Net increase (decrease) in cash
  $ (511 )     (1,407 )     896       (64 % )

 
Cash Used In Operating Activities
 
With the exception of Transfer and filing fees, all operating expenses were higher in the current quarter than in the equivalent period last year. The net year over year increase was approximately $41,000. Non-cash changes that impact the net loss (such as changes in Amounts receivable and Accounts payable) increased year over year by approximately $18,000. As a result, the total change in cash used in operating activities was approximately $59,000.

 
Cash Provide By Financing Activities
 
The increase in cash provided by financing activities was primarily due to the receipt of subscriptions for our common stock totaling $75,000, offset by net repayments of  loans made by our president of approximately $15,000.

As of the date of this report, we have yet to generate any revenues from our business operations. Our ability to generate adequate amounts of cash to meet our needs is entirely dependent on the issuance of shares, debt securities, or loans.

 
15
 
 
ITEM 2. 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued
 
Our principal source of working capital has been in the form of loans and capital contributions from our shareholders or management, loans from third parties, and funds received as subscriptions for our common stock. For the foreseeable future, we will have to continue to rely on those sources for funding. We have no assurance that we can successfully engage in any further private sales of our securities or that we can obtain any additional loans.
 
 
ITEM 3. 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 
ITEM 4.
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 Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures 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 Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II - OTHER INFORMATION

ITEM 1A.
RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.  Our business is subject to risks inherent in the establishment of a new business enterprise, including, without limitation, the items listed in Item 1A RISK FACTORS in our report filed on Form 10-K for the year ended December 31, 2011.
 
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We had the following sales of unregistered securities in the three months ended March 31, 2012 and subsequently, to the date of this report.

During the period ended March 31, 2012, the Company received payments totaling $75,000 as subscriptions for 1,500,000 shares of our common stock.

In April 2012, loans totaling $22,500 were converted to a subscription for 450,000 shares of our common stock.

In April and May, 2012, we received payments totaling $17,000 as subscriptions for 340,000 shares of our common.

As of the date of this report, none of the shares noted above have not yet been issued. All of the shares are part of a private placement of securities to offshore subscribers pursuant to Regulation S of the Securities Act of 1933. The subscribers represented that they are not a US person, as defined in Regulation S. No compensation was or will be paid in connection with these subscriptions.


 
16
 


ITEM 6. 
EXHIBITS.

The following documents are included herein:





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 18 th day of May, 2012
 
 
INTERNATIONAL GOLD CORP.
 
       
 
BY:
“Robert M. Baker”
 
   
Robert M. Baker
 
   
President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer, and sole member of the Board of Directors
 
       

 
 

 
17
 


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