Lode-Star Mining Inc. - FORM 10-Q

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EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - Lode-Star Mining Inc.	exhibit_31-1.htm
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 FOR THE CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER - Lode-Star Mining Inc.	exhibit_32-1.htm

	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, 2011

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)

789 West Pender Street, Suite 1010

Vancouver, British Columbia

Canada V6C 1H2

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

(604) 606-7979

(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 o NO x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 6,000,000 as of May 19, 2011.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements		3

Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010		4

Statements of Operations for the Three Months ended March 31, 2011 and 2010 (unaudited) and the Cumulative Period from Inception (December 9, 2004) to March 31, 2011 (unaudited)		5

Statements of Cash Flows for the Three months ended March 31, 2011 and 2010 (unaudited) and the Cumulative Period from Inception (December 9, 2004) to March 31, 2011 (unaudited)		6

Statements of Stockholders' Deficiency for the Period from Inception (December 9, 2004) to March 31, 2011 (unaudited)		7

Notes to Condensed Financial Statement (unaudited)		8-15

Item 2. Management’s Discussion and Analysis or Plan of Operations		16

Item 3. Quantitative and Qualitative Disclosures About Market Risk		17

Item 4. Controls and Procedures		17

PART II - OTHER INFORMATION

Item 1A. Risk Factors		18

Item 2. Registered Sales of Equity Securities and Use of Proceeds		18

Item 6. Exhibits		18

SIGNATURES		18

May 19, 2011

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

FIRST QUARTER FINANCIAL STATEMENTS

MARCH 31, 2011

(Unaudited)

(Stated in U.S. Dollars)

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

BALANCE SHEETS

(Stated in U.S. Dollars)

	MARCH 31			DECEMBER 31
	2011			2010
ASSETS	(Unaudited)

Current
Cash	$	574		$	1,981
Amounts receivable		1,111			6,348
Advance recoverable		10,000			10,000
		11,685			18,329

Mineral Claim Interest		8,500			8,500

	$	20,185		$	26,829

LIABILITIES

Current
Accounts payable and accrued liabilities	$	66,578		$	60,821
Amounts due to related parties		86,203			85,382
Promissory notes due to related parties		19,169			18,291
		171,950			164,494

STOCKHOLDERS’ DEFICIENCY

Capital Stock
Authorized:
100,000,000 voting common shares with a par value of $0.00001 per share

Issued:
6,000,000 common shares		60			60

Additional Paid-In Capital		102,990			102,990
Deficit Accumulated During The Exploration Stage		(254,815	)		(240,715	)
		(151,765	)		(137,665	)

	$	20,185		$	26,829

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

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

(Stated in U.S. Dollars)

							CUMULATIVE
							PERIOD FROM
							INCEPTION
							DECEMBER 9
	THREE MONTHS ENDED						2004 TO
	MARCH 31						MARCH 31
	2011			2010			2011

Revenue	$	-		$	-		$	-

Expenses
Corporate support services		8,918			7,500			88,195
Interest and bank charges		753			274			4,867
Mineral property costs		-			-			5,900
Office and sundry		3,271			(230	)		10,951
Professional fees		-			5,915			116,808
Transfer and filing fees		1,158			3,628			28,094
		14,100			17,087			254,815

Net Loss For The Period	$	(14,100	)	$	(17,087	)	$	(254,815	)

Basic And Diluted Loss Per Common Share	$	(0.00	)	$	(0.00	)

Weighted Average Number Of Common Shares Outstanding		6,000,000			6,000,000

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

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

(Stated in U.S. Dollars)

							CUMULATIVE
							PERIOD FROM
							INCEPTION
							DECEMBER 9
	THREE MONTHS ENDED						2004 TO
	MARCH 31						MARCH 31
	2011			2010			2011
Cash Provided By (Used In)

Operating Activities
Net loss for the period	$	(14,100	)	$	(17,087	)	$	(254,815	)

Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest payable		753			184			2,244
Non-cash services from director		-			-			3,000
Foreign exchange adjustment		1,338			-			1,338
Net changes in non-cash operating working capital items:
Amounts receivable		5,237			(514	)		(1,111	)
Accounts payable and accrued liabilities		5,365			3,156			65,495
		(1,407	)		(14,261	)		(183,849	)
Investing Activities
Acquisition of mineral claim interest		-			-			(8,500	)
Advances		-			(10,000	)		(10,000	)
		-			(10,000	)		(18,500	)
Financing Activities
Issuance of common stock		-			-			100,050
Advances from related parties		-			2,787			86,074
Advances from promissory notes		-			3,500			16,799
		-			6,287			202,923

Net Decrease In Cash		(1,407	)		(17,974	)		574

Cash, Beginning Of Period		1,981			19,001			-

Cash, End Of Period	$	574		$	1,027		$	574

Supplemental Disclosure Of Cash Flow Information
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

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

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

PERIOD FROM INCEPTION, DECEMBER 9, 2004, TO MARCH 31, 2011

(Unaudited)

(Stated in U.S. Dollars)

	COMMON STOCK						DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE
	NUMBER OF COMMON SHARES		PAR VALUE		ADDITIONAL PAID – IN CAPITAL		DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE			TOTAL

Beginning balance, December 9, 2004		-	$	-	$	-	$	-		$	-

Shares issued for cash at $0.00001		5,000,000		50		-		-			50
Net 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		-			3,000
Net 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		-			100,000
Net 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	)

Net loss for the period		-		-		-		(14,100	)		(14,100	)

Balance, March 31, 2011		6,000,000	$	60	$	102,990	$	(254,815	)	$	(151,765	)

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

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 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 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 accumulated losses of $254,815 for the period from December 9, 2004 (inception) to March 31, 2011, 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.

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 Form 10-Q. 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, 2010, has been omitted. The results of operations for the three month period ended March 31, 2011 are not necessarily indicative of results for the entire year ending December 31, 2011.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 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:

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.

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.

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.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Long-lived Assets (Continued)

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.

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.

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.

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:

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.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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.

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.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(Unaudited)

(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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.

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.

Comparative Figures

Certain of the comparative figures have been reclassified to conform to the current period’s presentation.

3.	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.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(Unaudited)

(Stated in U.S. Dollars)

4.	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.

5.	CAPITAL STOCK

On December 10, 2004, pursuant to a private placement, the Company sold 5,000,000 shares of its common stock at $0.00001 per share for cash.

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.

6.	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.

Amounts Due to Related Parties

The Company was indebted at March 31, 2011 and at December 31, 2010, for unsecured, non-interest bearing loans with no specific terms of repayment, totaling $86,203 (2010 - $85,382). Of that total, $44,912 (2010 - $44,368) was due to a significant shareholder. The balance of $41,291 (2010 - $41,014) was due to the sole director and officer of the Company and two companies controlled by this director.

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(Unaudited)

(Stated in U.S. Dollars)

6.	RELATED PARTY TRANSACTIONS AND AMOUNTS DUE (Continued)

Promissory Notes Due to Related Parties

The Company was indebted at March 31, 2011 and at December 31, 2010, for unsecured promissory notes due on demand, bearing interest at rates ranging from 8% to 10% per annum, totaling $19,169 (2010 - $18,291).

Of that total, $12,618 (2010 - $12,044), including accrued interest of $1,537 (2010 - $1,143) was due to a significant shareholder. The balance of $6,551 (2010 - $6,172), including accrued interest of $555 (2010 - $271), was due to a company controlled by the sole director and officer of the Company.

Total interest expense for the three month period aggregated $363 (2010 - $148).

Corporate Support Services

The Company paid and/or accrued for corporate support services of $8,917 (2010 - $7,500) to a company controlled by the sole director and officer of the Company for a 36 month term commencing on April 1, 2010. The Company was indebted at March 31, 2011 and at December 31, 2010, for these corporate support services in the amount of $34,000 (2010 - $22,533).

7.	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.

8.	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 March 31, 2011 and December 31, 2010, and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair values:

2011	LEVEL		HELD-FOR- TRADING		LOANS AND RECEIVABLES/ AMORTIZED COST		TOTAL CARRYING VALUE		FAIR VALUE
Financial assets
Cash		1	$	574	$	-	$	574	$	574
Amounts receivable		2		-		1,111		1,111		1,111
			$	574	$	1,111	$	1,685	$	1,685

INTERNATIONAL GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2011

(Unaudited)

(Stated in U.S. Dollars)

8.	FINANCIAL INSTRUMENT AND RISK MANAGEMENT (Continued)

2011	LEVEL		OTHER FINANCIAL LIABILITIES		TOTAL CARRYING VALUE		FAIR VALUE
Financial liabilities
Accounts payable and accrued liabilities		3	$	61,580	$	61,580	$	61,580
Amounts due to related parties		3		86,203		86,203		86,206

			$	147,783	$	147,783	$	147,783

2010	LEVEL		HELD-FOR- TRADING		LOANS AND RECEIVABLES/ AMORTIZED COST		TOTAL CARRYING VALUE		FAIR VALUE
Financial assets
Cash		1	$	1,981	$	-	$	1,981	$	1,981
Amounts receivable		2		-		6,348		6,348		6,348
			$	1,981	$	6,348	$	8,329	$	8,329

	LEVEL		OTHER FINANCIAL LIABILITIES		TOTAL CARRYING VALUE		FAIR VALUE
Financial liabilities
Accounts payable and accrued liabilities		3	$	60,821	$	60,821	$	60,821
Amounts due to related parties		3		85,382		85,382		85,382

			$	146,203	$	146,203	$	146,203

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN 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, the Company 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 continue to 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.

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 plan to conduct research and exploration of our properties before we start production of any minerals we may find.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (Continued)

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 March 31, 2011

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

Since inception, we have used loans from shareholders to stake the property, to incorporate the company, and for legal and accounting expenses. Net cash advances provided by shareholders and their affiliated companies as at March 31, 2011 were$105,372 Of this total $19,169 is covered by unsecured promissory notes which bear interest at 8-10% per annum and have no specific terms of repayment. The remaining balances are unsecured, interest free with no specific term of repayment.

Liquidity and Capital Resources

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

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

As of March 31, 2011, our total assets were $20,185 and our total liabilities were $171,950.

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.

The Company currently has approximately $574 of cash on hand.

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: We have also evaluated our internal control for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.

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 the information under this item.

ITEM 2.

REGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On July 18, 2008, the Securities and Exchange Commission declared our Form S-1 Registration Statement effective (File number 333-123134) permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share. The Company completed this Public offering under the terms described in our Form S-1 Registration Statement and sold 1,000,000 shares of common stock in April 2009.

ITEM 6.

EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

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 19th day of May, 2011

	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

EXHIBIT INDEX

Exhibit No.	Document Description
31.1	Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

Lode-Star Mining Inc. - FORM 10-Q - May 20, 2011

Attached files

Lode-Star Mining Inc. Reports