SecProbe.io

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Mail Stop 3561

July 19, 2005

Kathrine MacDonald, President
International Gold Corp.
885 Pyrford Road
West Vancouver, British Columbia
Canada  V7S 2A2

      RE:  International Gold Corp. ("the company")
              Amendment No. 1 to Registration Statement on
              Form SB-2
              Filed June 13, 2005
              File No.  333-123134

Dear Ms. MacDonald:

We have reviewed your filing and have the following comments.
Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Prospectus Summary

1. Please refer to our prior comment 3.  Please state here that
management or affiliates will/ will not purchase shares in this
offering in order to reach the minimum needed.

Kathrine MacDonald
International Gold Corp.
July 19, 2005
Page 2

Our Business, page 5

2. We note the third sentence in this section, "[T]itle to the
property is recorded in the name of Woodburn Holdings Ltd., a
corporation owned and controlled by our president, Kathrine
MacDonald."  However in risk factor #11, we further note "[T]itle
to
the property is recorded in the name of Woodburn Holdings Ltd., a
British Columbia corporation owned and controlled by Robert Baker,
our secretary."  Please revise the filing throughout as necessary.

Risk Factors, page 6

3. It is requested that one of the first risk factors disclose
that
you will not have access to your funds for a minimum of 180 days
and
up to a maximum of 270 days in order to reach the minimum
offering.
Should the minimum not be reached during this offering period all
funds will be promptly returned to you but without interest.
4. We note the disclosure in risk factor 14 that if we cease
operations for any reason Woodburn Holdings Ltd, as debtor will be
entitled to recover the amount of their loan ($8,683.00) before
you
are entitled to recover any of your equity investment if any.  The
Use of Proceeds section should be revised to disclose the
repayment
of this loan and clarify how it works.  Please revise/advise.
5. Please advise if the company will do business with any
affiliated
consultants.

Procedures for Subscribing, page 16

6. Please provide the name and address of the person to whom a
subscription agreement form and check should be submitted by
prospective investors.

Business
Background, page 18

7. We note "[W]oodburn is a corporate vehicle that Mr. Baker uses
to
conduct a portion of his personal business."  Please briefly
explain.

Kathrine MacDonald
International Gold Corp.
July 19, 2005
Page 3

8. Further, please explain "[T]he claim is recorded in the name of
Woodburn Holdings Ltd. to avoid paying additional fees."  Specify
the
nature of the fees you refer to and the potential amount of those
fees.

Claims, page 19

9. We note the statement here and under "Property Geology" that
"[T]he property was selected by our officers and directors because
Mr. Tattersall advised us that gold has been discovered on other
property nearby."  It would appear that a signed consent by Mr.
Tattersall to be named in the registration statement should be
filed
as an exhibit.  See Item 601(b)(23) of Regulation S-B.

Competitive Factors, page 24

10. Please refer to comment 15 in our letter dated April 12, 2005.
Please provide the disclosure required by Item 101(b)(4) of
Regulation S-B regarding other small gold companies with which the
company competes and the methods of competition.

Background of Officers and Directors, page 29

11. Please refer to comment 16 in our letter dated April 12, 2005.
Please advise whether or not there is any affiliation or
relationship
between Sovereign Gold Corporation and Sovereign Chief Ventures.

Prior Performance
12. We hereby reiterate the staff`s previous comments #17, #18,
and
#19.  We note your response that the information "has been
provided"
but we cannot locate where you have responded to these concerns.
With regard to management`s involvement in mining/exploration
companies, please fully disclose whether these companies are
currently in the exploration, development or production stage, and
if
any of these companies are currently dormant.  Disclose
management`s
involvement in any mining/exploration companies for the past five
years.  And disclose whether any of the company`s management has
been
involved with has been involved in an acquisition. Please fully
disclose.  We may have further comment upon the review of the
information you provide.

Kathrine MacDonald
International Gold Corp.
July 19, 2005
Page 4

Principal Stockholders, page 32

13. We reiterate the second part of our prior comment 20.  We note
that Mr. Baker provides the company with office space on a "rent-
free, no charge basis."  Accordingly, please disclose in the notes
to
the financial statements as a related party disclosure.  Refer to
Item 102 of Regulation S-B in this regard.

General

14. Please update the disclosure throughout the prospectus to the
latest date practicable.

Closing Comments

As appropriate, please amend your registration statement in
response
to these comments.  You may wish to provide us with marked copies
of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provide any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

 Please contact Donald Wiland at (202) 551-3392 if you have
questions
regarding comments on the financial statements and related
matters.
Please contact Janice McGuirk at (202) 551-3395 with any other
questions.

Sincerely,

John Reynolds

Assistant Director

Cc:  Conrad C. Lysiak, Esq.
        Via fax (509) 747-1770

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