U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 28, 2003
INTERGOLD CORPORATION
(Exact name of small business issuer as specified in its charter)
NEVADA
(State or other Jurisdiction as Specified in Charter
0-25455 88-0365453
(Commission file number) (I.R.S. Employer Identification No.)
435 Martin Street, Suite 2000
Blaine, Washington 98230
(Address of Principal Executive Offices)
(360) 332-1354
(Issuer's telephone number)
Items 2 through 6 and 8 not applicable.
Item 1. Changes in Control of Registrant.
Debt Settlements
On March 25, 2003, the board of directors of Intergold Corporation, a
Nevada corporation (the "Company") authorized the execution of settlement
agreements between the Company and certain creditors of the Company, and the
subsequent issuance of 63,001,343 shares of its restricted common stock as
follows. On March 15, 2003, the board of directors of the Company received
certain conversion notices regarding conversion of Series A Preferred shares and
Series B Preferred shares and all then accrued and unpaid dividends into shares
of common stock, and authorized the subsequent issuance of 16,187,000 shares of
its restricted common stock as follows.
(a) The Company has incurred a debt inclusive of accrued interest in the
aggregate amount of $659,862.25 to Sonanini Holdings Ltd. ("Sonanini") for prior
advances made by Sonanini to the Company evidenced by certain promissory notes
and advances and accrued interest thereon. Therefore, the Company and Sonanini
entered into a settlement agreement dated March 15, 2003 (the "Sonanini
Settlement Agreement"). Pursuant to the terms of the Sonanini Settlement
Agreement, (i) the Company agreed to settle the $659,862.25 aggregate debt due
and owing Sonanini by the issuance of 32,993,113 shares of its restricted common
stock at the rate of $0.02 per share (based on the average trading price of
$0.013 per share on total volume of 1,382,900 shares of the Company's common
stock trading on the OTC Bulletin Board from October 1, 2002 to January 17,
2003); and (ii) Sonanini agreed to accept the issuance of the 32,993,113 shares
of restricted common stock as settlement and full satisfaction of the aggregate
debt due and owing it as of the date of the Sonanini Settlement Agreement.
(b) The Company has incurred a debt inclusive of accrued interest in the
aggregate amount of $600,164.60 to TriStar Financial Services, Inc. ("TriStar")
for (i) prior services rendered by TriStar on behalf of the Company including,
but not limited to, financial, administrative and managerial; and (ii) prior
advances made by TriStar to the Company evidenced by certain promissory notes
and accrued interest thereon. Therefore, the Company and TriStar entered into a
settlement agreement dated March 25, 2003 (the "TriStar Settlement Agreement").
Pursuant to the terms of the TriStar Settlement Agreement, (i) the Company
agreed to settle the $600,164.60 debt due and owing TriStar by the issuance of
30,008,230 shares of its restricted common stock at the rate of $0.02 per share
(based on the average trading price of $0.013 per share on total volume of
1,382,900 shares of the Company's common stock trading on the OTC Bulletin Board
from October 1, 2002 to January 17, 2003); and (ii) TriStar agreed to accept the
issuance of the 30,008,230 shares of restricted common stock as settlement and
full satisfaction of the aggregate debt due and owing it as of the date of the
TriStar Settlement Agreement.
Conversion of Series A Preferred Shares and Series B Preferred Shares
As of December 31, 2002, there were 6,200,000 Series A Preferred shares
issued and outstanding. Each Series A Preferred share is convertible into one
share of common stock of the Company and all then accrued and unpaid dividends
are convertible into common stock at the conversion price of $0.25 per share. As
of December 31, 2002, there were 2,510,000 Series B Preferred shares issued and
outstanding. Each Series B Preferred share is convertible into one share of
common stock of the Company and all then accrued and unpaid dividends are
convertible into common stock at the conversion price of $0.50 per share.
(a) On March 15, 2003, the Company received conversion notices from certain
holders of Series A Preferred shares. Based upon the respective conversion
notices, the Board of Directors of the Company authorized the issuance of an
aggregate 11,685,900 shares of common stock as follows: (i) 6,200,000 shares of
common stock for the conversion of 6,200,000 shares of Series A Preferred Stock
on a one-to-one basis; and (ii) 5,485,900 shares of common stock for conversion
of the accrued and unpaid dividends at the conversion price of $0.25 per share.
(b) On March 15, 2003, the Company received conversion notices from certain
holders of Series B Preferred shares. Based upon the respective conversion
notices, the Board of Directors of the Company authorized the issuance of an
aggregate 4,501,100 shares of common stock as follows: (i) 2,510,000 shares of
common stock for the conversion of 2,510,000 shares of Series B Preferred Stock
on a one-to-one basis; and (ii) 1,991,000 shares of common stock for conversion
of the accrued and unpaid dividends at the conversion price of $0.50 per share.
As a result of the issuance of an aggregate 79,188,343 shares of restricted
common stock on March 25, 2003 pursuant to the Sonanini Settlement Agreement,
the Tri Star Settlement Agreement and conversion of Series A Preferred stock and
Series B Preferred Stock, there was a change in control of the Company. The
following table sets forth the name and address, as of the date of this Report,
and the approximate number of shares of common stock owned of record or
beneficially by each person who owned of record, or was known by the Company to
own beneficially, more than five percent (5%) of the Company's common stock, and
the name and shareholdings of each officers and director, and all officers and
directors as a group. As of the date of this Report, there are 156,328,943
shares of the Company's common stock issued and outstanding.
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Title of Class Name and Address Amount and Nature Percent of
of Beneficial Owner of Beneficial Ownership of Class
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(1)
Common Stock Sonanini Holdings Ltd. 34,226,513 21.89%
Suite 1006 - 100 Park Royal
West Vancouver, B.C.
Canada V7T 1A2
(1)
Common Stock TriStar Financial 31,957,630 20.44%
Services Inc.
435 Martin Street, Suite 2000
Blaine, Washington 98270
(1)
Common Stock Intergold Mining 17,424,300 11.15%
Corporation
3305 W. Spring Mountain Road
Suite 60
Las Vegas, Nevada 89102
(1)
Common Stock Buffy Holdings Ltd. 8,467,400 5.42%
C/O Frederick Gottlieb
P.O. Box AB20405 Marsh Harbor, Abaco Bahamas
(1)
Common Stock Alexander Cox 14,445,000 9.24%
Suite 428 - 755 Burrard Street
Vancouver, B.C. V6Z 1X6
(2)
Common Stock All officers and directors 1,000,000 .64%
as a group (1 person)
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(1) These are restricted shares of common stock.
(2) Includes the assumption of the exercise of 1,000,000 options by the
officer/director as option holder pursuant to the terms of the
Non-Qualified Stock Option Plan to purchase 500,000 shares of restricted
common stock at $0.50 per share and 500,000 shares of restricted common
stock at $1.00 per share, respectively.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits.
10.1 Settlement Agreement dated March 15, 2003 between Intergold
Corporation and Sonanini Holdings Ltd.
10.2 Settlement Agreement dated March 15, 2003 between Intergold
Corporation and Tristar Financial Services, Inc.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
INTERGOLD CORPORATION
Date: March 28, 2003 By: /s/ Grant Atkins
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Grant Atkins, President