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).
<PAGE>
SCHEDULE 13D
CUSIP No. 0000000000
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1 NAME OF REPORTING PERSON: Investor Communications
International, 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
Washington
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7 SOLE VOTING POWER
6,992,000 Shares of Common Stock
NUMBER OF SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 6,992,000 Shares of Common Stock
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,992,000 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)
12.13%
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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
Investor Communications International, Inc. ("ICI"), its sole director and
officer, Marcus Johnson ("Johnson")and its sole shareholder, Brent Pierce
("Pierce") as the reporting persons hereunder, relative to the acquisition by
ICI of certain shares of common stock issued by Intergold Corporation. Neither
ICI, Johnson nor Pierce 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 Investor Communications International,
Inc., a corporation organized under the laws of the State of Washington, its
sole director and officer, Marcus Johnson, and its sole shareholder, Brent
Pierce. The principal business and principal office of ICI is 435 Martin Street,
Suite 2000, Blaine, Washington 98230, the address for Johnson is 4507 Lakeway
Drive, Bellingham, Washington 98226, and the address for Pierce is 2117 - 139A
Street, White Rock, B.C., Canada V4A 9V9.
Pursuant to General Instruction C of Schedule 13D, the executive officers
and directors of ICI and the person controlling ICI (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
ICI
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Marcus Johnson Director/President and 4507 Lakeway Drive
Secretary Bellingham, WA 98226
Brent Pierce Shareholder 2117 - 139A Street
White Rock, B.C.
Canada V4A 9V9
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Marcus Johnson is the sole director and officer of ICI and Brent Pierce is
the sole shareholder of ICI. Johnson and Pierce have the right to control the
disposition of and vote the IGCO securities acquired.
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 IGCO and ICI dated
March 30, 2000 and the Settlement Agreement between International Gold
Corporation, IGCO's wholly-owned subsidiary ("INGC") and ICI (collectively, the
"Settlement Agreements"), an aggregate of 6,598,000 shares of restricted common
stock of IGCO were issued to ICI. The consideration exchanged for the securities
of IGCO was the release and satisfaction by ICI of a debt owed by IGCO in the
principal amount of $193,801.00 and the r elease and satisfaction by ICI of a
debt owed by INGC in the principal amount of $4,139.54. A copy of the Settlement
Agreements between IGCO and ICI and between INGC and ICI are filed herewith as
Exhibit A and B, respectively.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose of
satisfying the debt owed by IGCO to ICI and the debt owed by INGC to ICI as
follows:
(i) IGCO had incurred debt inclusive of accrued interest in the aggregate
amount of $193,801.00 with ICI for either past financial, administrative
and managerial services performed by ICI pursuant to a consulting service
agreement entered into with IGCO and/or prior advances made by ICI to IGCO.
(ii) INGC had incurred debt inclusive of accrued interest in the aggregate
amount of $4,138.54 with ICI for prior advances made by ICI to INGC.
(iii) IGCO and INGC each entered into the Settlement Agreement with ICI whereby
ICI agreed to settle the debt owed to it by IGCO and 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 ICI as
of the date of the respective Settlement Agreement.
(iv) IGCO and INGC desired to enter into the respective 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 ICI for satisfaction of such debts.
Pursuant to the instructions for items (a) through (j) of Item 4, ICI has
plans as follows:
(a) As set forth in Item 3 of this Schedule, ICI has acquired 6,598,000 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 Brent Pierce
is the sole shareholder of ICI. ICI, Johnson and Pierce may consider the
acquisition of additional securities of IGCO, the issuer, but have no
present plans or proposals to do so.
(b) ICI, Johnson and Pierce 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) ICI, Johnson and Pierce have no present plans or proposals to cause a sale
or transfer of a material amount of assets of IGCO.
(d) ICI, Johnson and Pierce plan to exercise the voting rights associated with
ownership of shares of common stock of IGCO.
(e) ICI, Johnson and Pierce have no present plans or proposals to cause a
material change in the capitalization of IGCO.
(f) ICI, Johnson and Pierce have no present plans or proposals to make any
other material change to the business or corporate structure of IGCO.
(g) ICI, Johnson and Pierce 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) ICI, Johnson and Pierce have no present plans or proposals to cause IGCO's
common stock from not being quoted on the OTC Bulletin Board.
(i) ICI, Johnson and Pierce 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 ICI, Johnson nor Pierce have any present plans or proposals to take
any action similar to any of those enumerated in (a) through (i) above.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on March 30,2000, ICI beneficially owned
6,992,000 shares (or approximately 12.13% of the outstanding shares) of
IGCO's common stock as follows:
Holder Number of Shares
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Investor Communications
International, Inc. 6,992,000
Total 6,992,000
(b) No Instruction C Person owns any common or preferred shares of IGCO. ICI,
Johnson and Pierce have sole power to vote or to direct the voting of the
6,992,000 common shares of IGCO held by ICI.
(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 ICI, Johnson or Pierce, 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
ICI, Johnson and Pierce 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Settlement Agreement dated March 30, 2000 between Intergold Corporation and
Investor Communications International, Inc.
(b) Settlement Agreement dated March 30, 2000 between International Gold
Corporation and Investor Communications International, 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.
Investor Communications
International, Inc.
Date: April 19, 2000 By: /s/ Marcus Johnson
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Marcus Johnson, President
Date: April 19, 2000 /s/ Brent Pierce
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Brent Pierce
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 Investor
Communications International, Inc. ("ICI").
RECITALS:
WHEREAS, ICI 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 ICI in the aggregate amount of
$193,801.00 for certain financial, administrative and managerial services
performed by ICI, and/or advances provided by ICI, and/or accrued interest on
unpaid amounts due to ICI thereunder; and
WHEREAS, the Company is indebted to ICI for repayment of such aggregate
amount of $193,801.00; and
WHEREAS, the Company and ICI acknowledge that the aggregate amount of
$193,801.00 is due and owing ICI (the "Debt"); and
WHEREAS, the Company agrees to issue to ICI 6,460,000 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 shall issue to ICI 6,460,000 Shares in full and complete
satisfaction of the Debt.
2. ICI agrees to accept the issuance and delivery of 6,460,000 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 ICI now or hereafter can, shall or may have.
3. ICI is aware that the Shares are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"). ICI understands that
the Shares are being issued in reliance on the exemption from registration
provided by Section 4(2) thereunder. ICI 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. ICI represents and warrants that the Shares are being acquired solely
for ICI's own account, for investment purposes only, and not with a view to or
in connection with, any resale or distribution. ICI 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. ICI
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. ICI 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
INVESTOR COMMUNICATIONS INTERNATIONAL, INC.
By: /s/ Marcus Johnson
----------------------
Marcus Johnson, President
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
Investor Communications International, Inc. ("ICI").
RECITALS:
WHEREAS, ICI 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 ICI in the aggregate amount of
$4,139.54 for certain financial, administrative and managerial services
performed by ICI, and/or advances provided by ICI, and/or accrued interest on
unpaid amounts due to ICI thereunder; and
WHEREAS, the Company is indebted to ICI for repayment of such aggregate
amount of $4,139.54; and
WHEREAS, the Company and ICI acknowledge that the aggregate amount of
$4,139.54 is due and owing ICI (the "Debt"); and
WHEREAS, Intergold Corporation, the Company's parent company agrees to
issue to ICI 138,000 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 ICI
138,000 restricted common shares in the capital of Intergold Corporation in full
and complete satisfaction of the Debt.
2. ICI agrees to accept the issuance and delivery of 138,000 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 ICI now or hereafter can, shall or may have.
3. ICI is aware that the Shares are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"). ICI understands that
the Shares are being issued in reliance on the exemption from registration
provided by Section 4(2) thereunder. ICI 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. ICI represents and warrants that the Shares are being acquired solely
for ICI's own account, for investment purposes only, and not with a view to or
in connection with, any resale or distribution. ICI 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. ICI
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. ICI 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
INVESTOR COMMUNICATIONS INTERNATIONAL, INC.
By: /s/ Marcus Johnson
----------------------
Marcus Johnson, President
