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: Amerocan Marketing, Inc.
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
Nevada
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7 SOLE VOTING POWER
6,917,000 Shares of Common Stock
NUMBER OF SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 6,917,000 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
6,917,000 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)
12.00%
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14 TYPE OF REPORTING PERSON
CO
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This original Schedule 13D statement (the "Schedule") is filed on behalf of
Amerocan Marketing, Inc. ("Amerocan"), its sole director and officer, Marcus
Johnson ("Johnson")and its sole shareholder, Colonial Financial Group ("CFG") as
the reporting persons hereunder, relative to the acquisition by Amerocan of
certain shares of common stock issued by Intergold Corporation. Neither
Amerocan, Johnson nor CFG have 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 Amerocan Marketing, Inc., a corporation
organized under the laws of the State of Nevada, its sole director and officer,
Marcus Johnson, and its sole shareholder, Colonial Financial Group. The
principal business and principal office of Amerocan is 219 Broadway, Suite 505,
Laguna Beach, California 92651, the address for Johnson is 4507 Lakeway Drive,
Bellingham, Washington 98226, and the address for CFG is Grand Anse Seaview
Buildng, 269 Morne Rouge Road, St. George, Grenada.
Pursuant to General Instruction C of Schedule 13D, the executive officers
and directors of Amerocan and the person controlling Amerocan (collectively, the
"Instruction C Persons") and the information specified in items (a) through (f)
of Item 2 with respect to each Instruction C Person, are as follows:
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Name Position with Business Address
Amerocan
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Marcus Johnson Director/President and 4507 Lakeway Drive
Secretary Bellingham, WA 98226
Colonial Financial Shareholder Grand Anse Seaview
Group Building
269 Morne Rouge Road
St. George, Grenada
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Marcus Johnson is the sole director and officer of Amerocan and CFG is the
sole shareholder of Amerocan. Johnson and CFG have the right to control the
disposition of and vote the IGCO securities acquired.
<PAGE>
During the last five (5) years, no Instruction C Person has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
nor has 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 International Gold
Corporation, IGCO's wholly-owned subsidiary ("INGC") and Amerocan Marketing,
Inc. (the "Settlement Agreement"), an aggregate of 2,929,000 shares of
restricted common stock of IGCO were issued to Amerocan. The consideration
exchanged for the securities of IGCO was the release and satisfaction by
Amerocan of a debt owed by INGC in the principal amount of $87,870.00. A copy of
the Settlement Agreement between INGC and Amerocan 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 INGC to Amerocan as follows:
(i) INGC had incurred debt inclusive of accrued interest in the aggregate
amount of $87,870.00 with Amerocan for prior advances made by Amerocan to
INGC.
(ii) INGC entered into the Settlement Agreement with Amerocan whereby Amerocan
agreed to settle the debt owed to it by INGC 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 Amerocan
as of the date of the Settlement Agreement.
(iii) INGC 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 Amerocan for satisfaction of such debt.
Pursuant to the instructions for items (a) through (j) of Item 4, Amerocan
has plans as follows:
(a) As set forth in Item 3 of this Schedule, Amerocan has acquired 6,917,000
shares of restricted common stock of IGCO. As set forth in Item 2 of this
Schedule, Marcus Johnson is the sole director and officer and Colonial
Financial Group is the sole shareholder of Amerocan. Amerocan, Johnson and
CFG may consider the acquisition of additional securities of IGCO, the
issuer, but have no present plans or proposals to do so.
(b) Amerocan, Johnson and CFG have 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) Amerocan, Johnson and CFG have no present plans or proposals to cause a
sale or transfer of a material amount of assets of IGCO.
<PAGE>
(d) Amerocan, Johnson and CFG plan to exercise the voting rights associated
with ownership of shares of common stock of IGCO.
(e) Amerocan, Johnson and CFG have no present plans or proposals to cause a
material change in the capitalization of IGCO.
(f) Amerocan, Johnson and CFG have no present plans or proposals to make any
other material change to the business or corporate structure of IGCO.
(g) Amerocan, Johnson and CFG have 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) Amerocan, Johnson and CFG have no present plans or proposals to cause
IGCO's common stock from not being quoted on the OTC Bulletin Board.
(i) Amerocan, Johnson and CFG have 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) Neither Amerocan, Johnson nor CFG have any 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, Amerocan beneficially owned
6,917,000 shares (or approximately 12.00% of the outstanding shares) of
IGCO's common stock as follows:
Holder Number of Shares
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Amerocan Marketing, Inc. 6,917,000
Total 6,917,000
(b) No Instruction C Person owns any common or preferred shares of IGCO.
Amerocan, Johnson and CFG have sole power to vote or to direct the voting
of the 6,917,000 common shares of IGCO held by Amerocan.
(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 Amerocan, Johnson or CFG, by
the directors, officers, controlling persons, affiliates or subsidiaries,
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
Amerocan, Johnson and CFG have 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.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Settlement Agreement dated March 30, 2000 between International Gold
Corporation and Amerocan Marketing, Inc.
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.
Amerocan Marketing, Inc.
Date: April 19, 2000 By: /s/ Marcus Johnson
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Marcus Johnson, President
Colonial Financial Group
Date: April 19, 2000 By: /s/ Robert Bandfield
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Robert Bandfield, President
Date: April 19, 2000 /s/ Marcus Johnson
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Marcus Johnson
SETTLEMENT AGREEMENT
THIS AGREEMENT is entered into as of this 30th day of March, 2000 by and
between International Gold Corporation, a Nevada corporation (the "Company") and
Amerocan Marketing, Inc. ("Amerocan").
RECITALS:
WHEREAS, Amerocan 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 Amerocan in the aggregate amount of
$87,870.00 for certain financial, administrative and managerial services
performed by Amerocan, and/or advances provided by Amerocan, and/or accrued
interest on unpaid amounts due to Ameroca thereunder; and
WHEREAS, the Company is indebted to Amerocan for repayment of such
aggregate amount of $87,870.00; and
WHEREAS, the Company and Amerocan acknowledge that the aggregate amount of
$87,870.00 is due and owing Amerocan (the "Debt"); and
WHEREAS, Intergold Corporation, the Company's parent company agrees to
issue to Amerocan 2,929,000 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's parent company, Intergold Corporation shall issue to
Amerocan 2,929,000 restricted common shares in the capital of Intergold
Corporation in full and complete satisfaction of the Debt.
2. Amerocan agrees to accept the issuance and delivery of 2,929,000 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 Amerocan now or hereafter can, shall or may have.
3. Amerocan is aware that the Shares are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"). Amerocan understands
that the Shares are being issued in reliance on the exemption from registration
provided by Section 4(2) thereunder. Amerocan 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. Amerocan represents and warrants that the Shares are being acquired
solely for Amerocan's own account, for investment purposes only, and not with a
view to or in connection with, any resale or distribution. Amerocan 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.
Amerocan 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. Amerocan 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.
INTERNATIONAL GOLD CORPORATION,
a Nevada Corporation
By: /s/ Gary Powers
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Gary Powers, President
AMEROCAN MARKETING, INC.
By: /s/ Marcus Johnson
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Marcus Johnson, President
