SecProbe.io

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Mail Stop 3561

      September 29, 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. 2 to Registration Statement
on
                        Form SB-2
                        Filed August 18, 2005
  	           	File No.  333-123134

Dear Ms. MacDonald:

We have reviewed your amended 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.
General
1. Section (a)(2) of Rule 419 defines a blank check company as a
company that is issuing penny stock that is "a development stage
company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other
entity."  In discussing this definition in the adopting release,
the
Commission stated that it would "scrutinize ... offerings for
attempts to create the appearance that the registrant ... has a
specific business plan, in an effort to avoid the application of
Rule
419." See Security Act Release No.6932 (April 13, 1992).

Kathrine Macdonald
International Gold Corp.
September 29, 2005
Page 2.

International Gold Corp is a development stage company.  As of
June
30, 2005, you had $295 in total assets, no revenues, no
operations,
and no employees other than your officers and directors who, it
appears, will only work part-time for the company.  Other than
this
offering of the company`s securities, you have no plan of
financing,
and, to date, you not taken any substantive steps in furtherance
of a
business plan and, as of the filing of this registration
statement,
you have not set forth a viable plan to sustain operations.  In
view
of the foregoing, it appears that your proposed business may be
commensurate in scope with the uncertainty ordinarily associated
with
a blank check company.  Please revise the terms of your offering
to
comply with the provisions of Rule 419 of Regulation C.  As
appropriate, your disclosure in the prospectus should be revised
accordingly.  In the alternative, you may provide us
supplementally
with a detailed explanation as to why Rule 419 does not apply to
this
offering.

2. Please provide the full disclosure required by Item 201 of
Regulation S-B.

3. We note that the funds received in this offering will be placed
in
an account at the Bank of Montreal controlled by your secretary
Robert Baker.  With respect to funds received prior to
successfully
completing the offering`s minimum, tell us why you have not made
arrangements to have the funds escrowed in an account overseen by
an
independent escrow agent.  We may have further comment.
4. If applicable, please provide the disclosure required by Item
501(a)(10) of Regulation S-B.
5. Please disclose the substance of counsel`s supplemental
response
to our prior comment 5 in an appropriate section of the
prospectus.

Use of Proceeds, page 11

6. We reissue our prior comment 4.  As previously requested,
please
disclose the repayment of this loan and clarify how the repayment
would work.  Although disclosure indicates that Woodburn Holdings
has
verbally agreed not to seek to recover the funds, there still
remains
the possibility that it could seek recovery and this should be
reflected in the use of proceeds table.  Revise or advise.

Kathrine Macdonald
International Gold Corp.
September 29, 2005
Page 3.

Summary, page 5

1. Please indicate that you are an exploration stage company and
that
there is no                                            assurance
that
a commercially viable mineral deposit exists on any of your
properties, and that further exploration will be required before a
final evaluation as to the economic and legal feasibility is
determined.  See Industry Guide 7(a)(4).
2. Disclose the nature of your ownership interest in this mineral
claim.

Plan of Distribution, page 14

3. Detail the method by which you will notify investors if you
choose
to extend the minimum offering period by 90 days.

Business, page 18
4. Advise us of the source of the information regarding the K-9
claim.
7. We note your revisions in response to our prior comment 7 and
we
reissue the comment.  Please explain the "personal business" that
Mr.
Baker conducts through the entity of Woodburn Holdings Ltd.  We
may
have further comment.
8. Discuss the phased nature of the exploration process, and the
place in the process your current exploration activities occupy.
Disclose that you will make a decision whether to proceed with
each
successive phase of the exploration program upon completion of the
previous phase and upon analysis of the results of that program.
Make it clear to investors that even if you complete your current
exploration program and it is successful in identifying a mineral
deposit, you will have to spend  substantial  funds on further
drilling and engineering  studies before you will now if you have
a
commercially  viable mineral deposit, a reserve, particularly
since
you appear to only  be in an early reconnaissance phase.
9. Please thoroughly revise your disclosure in this section and
throughout your registration statement to clarify the current
status
of your operations and your proposed business operations.  Your
current description of your business and the services you provide
is
vague, difficult to comprehend, and should be substantially
revised
to clearly describe your company`s business in the manner required
by
Item 101(b) of Regulation S-B.  Clearly disclose the business
activities you currently
10. engage in and the precise activities your company will, in the
future, engage in.  We may have further comment after reviewing
your
revised disclosure.
11. For your property, provide the disclosures required by
Industry
Guide 7 (b).  In particular, provide:

* The location and means of access to the property,
* Any conditions that you must meet in order to obtain or retain
title to the property.
* A brief description of the rock formation and mineralization of
existing or potential economic significance on the property.
*         A description of the present condition of the property.
* A description of any work completed on the property.

* A description of equipment and other infrastructure facilities.
* The current state of exploration of the property.
* The total cost of your property incurred to date and planned
future
costs.
* The source of power that can be utilized at the property.
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.

Refer to Industry Guide 7 (b)(1)-(5) for specific guidance.
Industry
Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7

12. Disclosure indicates that Mr. Tattersall advised you that gold
had been discovered on property near the K-9 Mining Claim.
Explain
the basis for the information provided by Mr. Tattersall and the
circumstances under which it was provided to you.

Mineralization, page 24
13. Please provide the basis for the disclosure indicating that
"isolated findings of minerals bearing copper, gold and silver
have
been found."
14. Expand the disclosure relating the soil sampling performed by
Amax Exploration.

Competitive Factors, page 26
15. We note the statements added to page 26, "[W]e are one of the
smallest exploration companies in existence.  We are an infinitely
small participant in the gold mining market."  Please provide the
basis or identify the source of this information to this section
in
the prospectus.

Management`s Discussion and Analysis, page 28

Relocate the disclosure regarding forward-looking statements to
immediately after the "Risk Factors" section.

Please provide an anticipated budget and disclose the source of
financing for the company`s budget.  Also, please disclose the
impact
on the company`s operations should it not be able to fund the
activities identified in the company`s exploration phase.  Will
operations cease?  If so, disclose management`s intention for
International Gold Corp.  Your discussion should include
disclosure
of how the company intends to manage its reporting obligations
under
the federal securities laws in the event the company`s
registration
statement is declared effective.  Will the company have the funds
required to file current, quarterly, and annual reports?
16. If operations cease due to a dire lack of financing, does the
company anticipate commencing negotiations with potential
acquisition
candidates?
17. Please provide a detailed plan of operations as required by
Item
303(a) of Regulation S-B.  Substantially revise this section to
discuss with greater specificity the steps you intend to take in
furtherance of your plan of operation.  Please provide a potential
investor with comprehensive disclosure of the direction in which
you
plan to take your company in the next twelve months of operation.
You should focus your discussion in monthly or quarterly
increments
and discuss the steps necessary for, the costs associated with,
and
projected timeframes for achieving sustained first revenues.
Currently, you do not identify any specific milestones nor do you
discuss the ways in which you intend to achieve your company`s
objectives.  We may have additional comment after reviewing your
revised disclosure.
18. Disclose your exploration plans for your property. Give a
breakdown your exploration timetable and budget, including
estimated
amounts that will be required for each exploration activity, such
as
geophysics, geochemistry, surface sampling, drilling, etc. for
each
prospect.  If there is a phased program planned, briefly outline
all
phases.  If you have no current plans to conduct any exploration
on
your property, so disclose.  Disclose how the exploration program
will be funded.
19. Please describe the first stage of your exploration program in
greater detail.  For instance, describe your principals`
involvement
in the initial stage.

Management, page 30
20. Disclose:
* Relevant professional training or technical credentials in the
exploration, development and/or operations of metal mines of your
sole officer and director, and the names of companies he has
worked
for, as well as his positions at those companies.
* The approximate percent of his time that the officer worked on
affairs of your company this last year.
* Other significant responsibilities that he currently has with
other
companies.
* If management lack professional or technical credentials related
to
mineral exploration, mine development or mining, disclose this
information.
      See Item 401 of Regulation S-B.

Future Sales by Existing Stockholders, page 35
21. Tell us how you calculated the number of shares that may be
sold
by Dimac and Woodburn Holdings.

Reports, page 47
22. Please update the Commission`s address.

Part II - Information Not Required in Prospectus

Exhibits
Exhibit 5.1
39. Identify the number of shares to which the opinion relates.

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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