FTSP 10-K Fiscal year ended Dec. 31, 2009

---

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2009

Commission file number 333-123134

INTERNATIONAL GOLD CORP.

(Exact name of registrant as specified in its charter)

NEVADA

---

(State or other jurisdiction of incorporation or organization)

789 West Pender Street, Suite 1010

Vancouver, British Columbia

Canada V6C 1H2

---

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

(604) 606-7979

---

(Registrant’s telephone number, including area code)

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

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

Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large Accelerated Filer	o	Accelerated Filer	o
Non-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 March 31, 2010 - $0.00

Forward Looking Statements

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

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	8
Item 1B.	Unresolved Staff Comments.	10
Item 2.	Properties.	11
Item 3.	Legal Proceedings.	11
Item 4.	Submission of Matters to a Vote of Security Holders.	11
PART II
Item 5	Market Price for the Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities.	11
Item 6.	Selected Financial Data.	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	14
Item 8.	Financial Statements and Supplementary Data.	15
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	16
Item 9A.	Evaluation of Disclosure Controls and Procedures.	16
Item 9B.	Other Information.	16
PART III
Item 10.	Directors and Executive Officers, Promoters and Corporate Governance.	17
Item 11.	Executive Compensation.	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	20
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	21
Item 14.	Principal Accounting Fees and Services.	21
PART IV
Item 15.	Exhibits and Financial Statement Schedules.	22

PART I.

ITEM 1.           BUSINESS.

General

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

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

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

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

Background

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

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

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

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

ITEM 1.           BUSINESS. - continued

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 Global Green Solutions Inc. and for purchasing and selling securities. He conducts a portion of his personal business in Woodburn Holdings because there is a personal tax advantage to him to do so.

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

Title to Mineral Claim and Forming a Subsidiary

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

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

	Date of	Date of
Claim No.	Recording	Expiration
516362	December 10, 2004	June 15, 2010

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

ITEM 1.           BUSINESS. - continued

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.

Our Mineral Claim

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

	Date of	Date of
Claim No.	Recording	Expiration
516362	December 10, 2004	June 15, 2010

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 $1,652 each year. The claim is currently in good standing until June 15, 2010. 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.

ITEM 1.           BUSINESS. - continued

Mineralization

No mineralization has been found on the property.

History of Previous Work

Do to current market conditions no work has been preformed on the property.

Our Proposed Exploration Program

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

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

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

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

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

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

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

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

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

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

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.

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.

ITEM 1.           BUSINESS. - continued

Environmental Law

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

1.	Health and Safety

2.	Archaeological Sites

3.	Exploration Access

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

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

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

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

Subcontractors

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

Employees and Employment Agreements

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

Other Mining Claims held by Woodburn Holdings Ltd.

Woodburn Holdings Ltd. currently holds no other mineral properties.

ITEM 1A.        RISK FACTORS.

Please consider the following risk factors.

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

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

ITEM 1A.        RISK FACTORS. - continued

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

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

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

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

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

We were incorporated in December 2004 and we have not started our proposed business operations or. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $159.566. The loss was a result of the payment of fees for staking our claims, incorporation, legal and accounting, rent and office. Our ability to achieve and maintain profitability and positive cash flow is dependent upon

*	our ability to locate a profitable mineral property

*	our ability to generate revenues

*	our ability to reduce exploration costs.

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

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

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

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

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

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

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

ITEM 1A.        RISK FACTORS. - continued

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

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

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

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

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

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

	Date of	Date of
Claim No.	Recording	Expiration
516362	December 10, 2004	June 15, 2010

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

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

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

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 a list of tenure numbers, claim, and expiration date of our claims:

	Date of	Date of
Claim No.	Recording	Expiration
516362	December 10, 2004	June 15, 2010

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, 2010. 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.