SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
INTERGOLD CORPORATION
(Name of Issuer)
Common Stock -- par value $0.00025
(Title of Class of Securities)
000000000
(CUSIP Number)
Diane D. Dalmy, Esq.
8965 W. Cornell Place
Lakewood, Colorado 80227
303.985.9324
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 30, 2000
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d- 7(b)for other
parties to whom copies are to be sent.
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 0000000000
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1 NAME OF REPORTING PERSON: Alexander Cox
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
DEBT
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7 SOLE VOTING POWER
14,445,000 Shares of Common Stock
NUMBER OF SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 14,445,000 Shares of Common Stock
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,445,000 Shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.05%
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14 TYPE OF REPORTING PERSON
IND
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This original Schedule 13D statement (the "Schedule") is filed on behalf of
Alexander Cox ("Cox")as the reporting person hereunder, relative to the
acquisition by Cox of certain shares of common stock issued by Intergold
Corporation. Cox has not made any previous filings on Schedule 13D.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the voting common stock, $0.00025 par value, of
Intergold Corporation ("IGCO"). IGCO maintains its principal executive offices
at 5000 Birch Street, West Tower, Suite 240, Newport Beach, California 92660.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed by Alexander Cox, a citizen of Canada. The
address for Cox is 428 - 755 Burrard Street, Vancouver, British Columbia, Canada
V6Z 1X6.
Pursuant to General Instruction C of Schedule 13D, the controlling person
(the "Instruction C Person") and the information specified in items (a) through
(f) of Item 2 with respect to the Instruction C Person, are as follows:
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Name Business Address
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Alexander Cox 428 - 755 Burrard St.
Vancouver, B.C.
Canada V6Z 1X6
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Alexander Cox has the sole right to control the disposition of and vote the
IGCO securities acquired.
During the last five (5) years, the Instruction C Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has he been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction or become subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
At the execution of the Settlement Agreement between IGCO and Alexander Cox
dated March 30, 2000 (the "Settlement Agreement"), an aggregate of 8,844,900
shares of restricted common stock of IGCO were issued to Cox. The consideration
exchanged for the securities of IGCO was the release and satisfaction by Cox of
a debt owed by IGCO in the principal amount of $265,346.44. A copy of the
Settlement Agreement between IGCO and Cox is filed herewith as Exhibit A.
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose of
satisfying the debt owed by IGCO to Cox as follows:
(i) IGCO had incurred debt inclusive of accrued interest in the aggregate
amount of $265,346.44 with Cox for prior advances made by Cox to IGCO.
(ii) IGCO entered into the Settlement Agreement with Cox whereby Cox agreed to
settle the debt owed to him by IGCO, and accept the issuance of restricted
common shares of IGCO at the rate of $0.03 per share as settlement for all
interest and principle due and outstanding to Cox as of the date of the
Settlement Agreement.
<PAGE>
(iii) IGCO desired to enter into the Settlement Agreement to clear IGCO's
financial books of this and other liabilities in order that IGCO could
proceed with other financings, and IGCO is not in a financial position to
be able to pay cash to Cox for satisfaction of such debts.
Pursuant to the instructions for items (a) through (j) of Item 4, Cox has
plans as follows:
(a) As set forth in Item 3 of this Schedule, Cox has acquired 14,445,000 shares
of restricted common stock of IGCO. As set forth in Item 2 of this
Schedule, Alexander Cox has the sole power to vote such shares of
restricted common stock of IGCO. Cox may consider the acquisition of
additional securities of IGCO, the issuer, but has no present plans or
proposals to do so.
(b) Cox has no present plans or proposals to cause a merger or effect a
liquidation or reorganization of IGCO or to enter into extraordinary
corporate transactions.
(c) Cox has no present plans or proposals to cause a sale or transfer of a
material amount of assets of IGCO.
(d) Cox plans to exercise the voting rights associated with ownership of shares
of common stock of IGCO.
(e) Cox has no present plans or proposals to cause a material change in the
capitalization of IGCO.
(f) Cox has no present plans or proposals to make any other material change to
the business or corporate structure of IGCO.
(g) Cox has no present plans or proposals to change IGCO's charter, bylaws or
instruments corresponding thereto or to take other actions that impede the
acquisition of control of IGCO by any person.
(h) Cox has no present plans or proposals to cause IGCO's common stock from not
being quoted on the OTC Bulletin Board.
(i) Cox has no present plans or proposal relating to a class of securities of
IGCO becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934.
(j) Cox has no present plans or proposals to take any action similar to any of
those enumerated in (a) through (i) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on March 30,2000, Cox beneficially owned
14,445,000 shares (or approximately 25.05% of the outstanding shares) of
IGCO's common stock as follows:
Holder Number of Shares
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Investor Communications
International, Inc. 14,445,000
Total 14,445,000
<PAGE>
(b) The Instruction C Person does not own any common or preferred shares of
IGCO. Cox has sole power to vote or to direct the voting of the 14,445,000
common shares of IGCO.
(c) As of March 30, 2000, and within the sixty day period prior thereto, to the
best knowledge and belief of the undersigned, no transactions involving
IGCO equity securities had been engaged in by Cox, or by any associates of
said parties, nor do any of said parties have any right to acquire such
securities.
(d) To the best knowledge and belief of the undersigned, no person other than
Cox has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
No contracts, arrangements, understandings or relationships among the
persons named in Item 2 exist with respect to securities of the issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Settlement Agreement dated March 30, 2000 between Intergold Corporation and
Alexander Cox.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 19, 2000 By: /s/ Alexander Cox
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Alexander Cox
SETTLEMENT AGREEMENT
THIS AGREEMENT is entered into as of this 30th day of March, 2000 by and
between Intergold Corporation, a Nevada corporation (the "Company") and
Alexander Cox ("Cox").
RECITALS:
WHEREAS, Cox has either performed certain financial, administrative and
managerial services pursuant to respective contractual arrangements, and/or
provided advances provided to the Corporation, and/or is owed accrued interest
thereto whereby the Company is indebted to Cox in the aggregate amount of
$265,346.44 for certain financial, administrative and managerial services
performed by Cox, and/or advances provided by Cox, and/or accrued interest on
unpaid amounts due to Cox thereunder; and
WHEREAS, the Company is indebted to Cox for repayment of such aggregate
amount of $265,346.44; and
WHEREAS, the Company and Cox acknowledge that the aggregate amount of
$265,346.44 is due and owing Cox (the "Debt"); and
WHEREAS, the Company agrees to issue to Cox 8,844,900 Shares of its
restricted common stock at $0.03 per share (the "Shares") as full and complete
satisfaction of the Debt pursuant to Intergold Corporation Board of Directors
authorized resolutions dated February 16, 2000.
AGREEMENT
1. The Company shall issue to Cox 8,844,900 Shares in full and complete
satisfaction of the Debt.
2. Cox agrees to accept the issuance and delivery of 8,844,900 Shares in
full settlement and satisfaction of the Debt, and further agrees to release and
forever discharge the Company from any and all causes of action, debts, sums of
money, claims and demands whatsoever, in law or in equity, related to the Debt,
which Cox now or hereafter can, shall or may have.
3. Cox is aware that the Shares are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"). Cox understands that
the Shares are being issued in reliance on the exemption from registration
provided by Section 4(2) thereunder. Cox understands that it may be required to
bear the economic risk of this investment for an indefinite period of time
because there is currently no trading market for the Shares and the Shares
cannot be resold or otherwise transferred unless applicable federal and state
securities laws are complied with or exemptions therefrom are available.
<PAGE>
4. Cox represents and warrants that the Shares are being acquired solely
for Cox's own account, for investment purposes only, and not with a view to or
in connection with, any resale or distribution. Cox understands that the Shares
are nontransferable unless the Shares are registered under the Securities Act
and under any applicable state securities law or an opinion of counsel
satisfactory to the Company is delivered to the Company to the effect that any
proposed disposition of the Shares will not violate the registration
requirements of the Securities Act and any applicable state securities laws. Cox
further understands that the Company has no obligations to register the Shares
under the Securities Act or to register or qualify the Shares for sale under any
state securities laws, or to take any other action, through the establishment of
exemption(s) or otherwise, to permit the transfer thereof.
5. Cox has had an opportunity to ask questions of and received answers from
the officers, directors and employees of the Company or a person or persons
acting on its or their behalf, concerning the financial position of the Company.
6. This Settlement Agreement shall be effective as of March 30, 2000, and
shall be binding upon and inure to the benefit of the parties hereto and their
respective assigns and successors.
INTERGOLD CORPORATION,
a Nevada Corporation
By: /s/ Gary Powers
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Gary Powers, President
ALEXANDER COX
By: /s/ Alexander Cox
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