U.S.
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-K  (Mark One) [X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For
Fiscal Year Ended: December 31, 2008 OR [
 ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number:  333-138927 IRON HEAD MINING CORPORATION(Exact name of registrant as specified in its
charter)Nevada

26-2230717(State or other jurisdiction of incorporation or
organization)

(IRS Employer Identification No.)2118 102nd CrescentNorth Battleford, Saskatchewan, Canada

S9A 1J5(Address of principal executive offices)

(Postal Code) Issuer's telephone number:
 (800) 609-0775 Securities registered under
Section 12(b) of the Act:  None Securities registered under
Section 12(g) of the Act:  None Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [
 ]  No [X] Indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act.  Yes [  ]  No [X] Indicate by
check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
 Yes [X]  No [  ] Indicate by
check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X] Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, or a smaller
reporting company.  See the definitions of the large accelerated filer,
accelerated filer, non-accelerated filer, and smaller reporting company in
Rule 12b-2 of the Exchange Act.   (Check one): Large
Accelerated Filer [  ] Accelerated
Filer [  ] Non-Accelerated
Filer [  ] Smaller reporting company [X] (Do
not check if a smaller reporting company)  1      Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). Yes  [X]
   No [  ] As of February 16, 2009, there
were 9,250,000 shares of the registrant's common stock, par value $0.001, issued
and outstanding.  Of these, 7,250,000 shares are held by non-affiliates of
the registrant.  The market value of securities held by non-affiliates is
approximately $0.00 as our common stock does not presently trade. DOCUMENTS INCORPORATED BY REFERENCE  If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-K (e.g., Part I,
Part II, etc.) into which the document is incorporated:  (1) any
annual report to security holders; (2) any proxy or information statement;
and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933, as amended (Securities Act).Not Applicable.        2     TABLE
OF CONTENTS Item
Number and Caption Page Cautionary
Statements Regarding Forward-Looking Information 4 Description
Of Business 4 Item
1A. Risk Factors. 9 Item
1B. Unresolved
Staff Comments. 9 Item
2. Properties. 9 Item
3. Legal
Proceedings. 10 Item
4. Submission
Of Matters To A Vote Of Security Holders. 10 Part
II 10 Item
5. Market
For Registrants Common Equity, Related Stockholder Matters And Issuer Purchases
Of Equity Securities.10 Item
6. Selected
Financial Data. 10 Item
7. Managements
Discussion And Analysis Of Financial Condition And Results Of
Operations.11 Item
8  Financial Statements And Supplementary Data. 13 Item
9. Changes
In And Disagreements With Accountants On Accounting And Financial
Disclosure27 Item
9A.[T] Controls
And Procedures 27 Item
9B. Other
Information 28 Part
III 28 Item
10. Directors,
Executive Officers, And Corporate Governance 28 Item
11. Executive
Compensation 29 Item
12. Security
Ownership Of Certain Beneficial Owners And Management And Related Stockholder
Matters31 Item
13. Certain
Relationships And Related Transactions, And Director Independence 31 Item
14. Principal
Accountant Fees And Services 31 Part
IV 32 Item
15. Exhibits
And Financial Statement Schedules 32 Signatures 33        1   CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING
INFORMATION Except for historical information, this report contains
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934.  Such forward-looking statements involve risks and
uncertainties, including, among other things, statements regarding our business
strategy, future revenues and anticipated costs and expenses.  Such
forward-looking statements include, among others, those statements including the
words expect, anticipate, intend, believe, and similar language.
 Our actual results may differ significantly from those projected in the
forward-looking statements.  Factors that might cause or contribute to such
differences include, but are not limited to, those discussed in the sections
Plan of Operation and Business.  You are cautioned not to place undue
reliance on the forward-looking statements, which speak only as of the date of
this report.  We undertake no obligation to publicly release any revisions
to the forward-looking statements or reflect events or circumstances taking
place after the date of this document. Although we
believe that the expectations reflected in these forward-looking statements are
based on reasonable assumptions, there are a number of risks and uncertainties
that could cause actual results to differ materially from such forward-looking
statements.  All references in
this Form 10-K to the Company, Iron Head, we, us, or our are to Iron
Head Mining Corporation.     Description
of Business General
Information  Iron Head Mining
Corporation (Iron Head or the Company) was incorporated in the State of
Nevada on April 27, 2007, as Adicus Energy Corp.  We changed our name on
October 16, 2007 to Iron Head Mining Corp.  We are in the business of
mineral exploration.  Ken Waters was named as President, Treasurer,
Secretary, and Director of the Company.  As of December 31,
2008, we had generated no revenues.  We have been issued an opinion by our
auditor that raises substantial doubt about our ability to continue as a going
concern based on our current financial position.  Please refer to note 6 of
our financial statements.  We have a total of
75,000,000 authorized common shares with a par value of $0.001 per share, and
have 9,250,000 common shares issued and outstanding as of December 31, 2008.  We have completed a
Form S-1 Registration Statement under the Securities Act of 1933 with the U.S.
Securities and Exchange Commission registering 7,250,000 shares of our common
stock in connection with an offering of the 7,250,000 shares by the selling
stockholders.  Our
principal offices are located at 2118  102nd Crescent, North
Battleford, SK, Canada, S9A 1J5, and our telephone number is (800) 609-0775. Business
Development  Iron Head has no
revenues and limited operations.  We have sustained losses since inception,
April 27, 2007, to December 31, 2008 of $22,596 and rely solely upon loans from
our corporate officers and directors for funding.  Iron Head has never
declared bankruptcy, been in receivership, or involved in any kind of legal
proceeding.  The Company, its directors, officers, affiliates, and
promoters have not and do not have any present intentions to enter into
negotiations or discussions with representatives or owners of any other
businesses or companies regarding the possibility of an acquisition or
merger.   1      Business of
Issuer  Definition of
Mining Terms  We are an exploration
stage company engaged in the acquisition, exploration and development of mineral
properties.  Mining terms in this section have the meanings indicated: v Andesitic:
 relating to ansedite, a medium-dark, volcanic rock containing about 60%
silica and moderate amounts of iron and magnesium v Breccia:
 A clastic rock in which the gravel-sized particles are angular in shape
and make up an appreciable volume of the rock v Early
Upper Cretaceous: approximately 70 to 100 million years ago v Eocene:
approximately 35 to 55 million years ago v Greywacke:
an impure sandstone consisting of rock fragments and grains of quartz and
feldspar in a matrix of clay-sized particles v Lower
Jurassic:  approximately 180 to 205 million years old v Mineral:A naturally occurring inorganic solid that has a well-defined chemical
composition and in which atoms are arranged in an ordered fashion v Mineral
Deposit: Any natural concentration of a valuable material in the Earth's crust,
whether that material can be extracted profitably or not v Miocene:
 approximately 5 to 24 million years old v Ore:
The naturally occurring material from which a mineral or minerals of economic
value can be extracted at a profit v Ore
Deposit: A continuous well-defined mass of material of sufficient ore content to
make extraction economically feasible. compare mineral deposit v Plug:
 a small offshoot from a mass of volcanic rock v Reserves:
 That portion of the resources for a valuable mineral commodity that can be
extracted from the Earth at a profit today v Rhyolitic:
relating to rhyolite, a volcanic rock that is characteristically light in color
and contains approximately 70% silica and is rich in potassium and sodium v Trench:
A long, narrow, steep-walled, often arcuate depression in the ocean
floor, much deeper than the adjacent ocean and associated with a subduction zone v Tuff:
 rock composed of fine volcanic ash heading  Option
Agreement  We entered into an
Option Agreement dated January 15, 2008 with Scott C. Houghton, the Companys
Assistant Secretary.  Under the Option Agreement, we were granted the
exclusive right and option to acquire a 100% interest in the Keoni1 Claim for a
total consideration of $50,000 US plus the payment of exploration and
development expenditures on the claim totaling $25,000 US.  We were to make a
cash payment of $2,500 to Scott C. Houghton at execution under the Option
Agreement, which was waived and treated as a capital contribution.  In
order to exercise the Option we were required to make additional payments as
follows:  5        (1) $2,500
US on or before October 30, 2008;  (2) $5,000
US on or before May 31, 2009;  (3) $42,500
US on or before September 1, 2009.  In addition, we were
required to incur expenditures in the exploration of the Keoni1 Claim in the
following amounts by the following dates in order to exercise the option:  (1) $2,000
US by September 30, 2008;  (2) $10,000
US by November 30, 2008;  (3) $13,000
US by September 1, 2009.  If we incurred any
exploration expenditures in excess of the requirement in any period the excess
may have been carried forward and applied to expenditures required in succeeding
periods.  The Company did not
incur the $2,000 in exploration expenditures by September 30, 2008, as required
by the Agreement, nor did it make the $2,500 payment to the Optionor before
October 30, 2008.  Accordingly, the Company gave termination notice to the
Optionor and the Option has been deemed terminated as of December 31, 2008.
 The Optionor has represented that the Company may reinstate the option
once the Company acquires adequate cash to meet the Option payment and
exploration requirements.  The Company anticipates initiating a stock
offering in the spring of 2009, the proceeds of which will be used to bring the
Agreement current and reinstate the Option.  The mineral claim is
in the Smithers Mining Region of the Province of British Columbia in the country
of Canada and is referred to by us as the Keoni1 Claim. Our business plan is to
carry out exploration work on the Keoni1 Claim in order to ascertain whether it
possesses commercially developable quantities of gold, silver, lead, or zinc.
 We can provide no assurance that a commercially viable mineral deposit, or
reserve, exists in the Keoni1 Claim until appropriate exploratory work is done
and a comprehensive evaluation based on such work concludes legal and economic
feasibility.  Location and
Access of the Keoni1 Claim  The Keoni1 Claim
consists of a mineral claim covering approximately 250 acres located in the
Smithers Mining Region in the Province of British Columbia, Canada. The claim is
comprised of the mineral claim number 567732 (the Property).  The Property is
located approximately 35 miles northeast of Smithers, in the west central region
of British Columbia and 3 miles west of the northwest arm of Babine Lake.
 Access to the area of claims in this region is by way of 30 miles along
Babine Lake Road, and then via the Nilkitkwa Forest Service Road for 17 miles.
 At this point a westerly turn along 4200 Road leads to the claim.  Prior Exploration
of the Tork (currently known as Silver Vista) mineral claims, Adjacent to the
Keoni1 claim  For almost 20 years
mineralization has been known to exist in this area. Prior to the Silver Vista
claim it was staked as the Tork mineral claims group during the late 1980s.
 Apparently no assays were taken.  The area was staked by Mr. Keefe in
1990 with funding from the Government of British Columbia. During limited
exploration, three promising malachite-azure breccia (surface veins) showings
were  6       discovered.  In
1991 the property was optioned by Mr. Keefe to Equity Silver Mines, whose main
goal was the discovery of a source of mill feed for the Equity Silver Mine. The
Keoni1 Claim is located adjacent to the Silver Vista group of claims.  Further reporting of
trenching by Equity Silver Mines Ltd. in 1990 showed the existence of a
sub-economic zone of copper-silver mineralization approximately 325 feet long
and 55.7 feet wide. The entire program consisted of 14 holes over 1,409 feet
along strike and down dip limits of the mineralized zone indicated in the
trenching.  Equity Silver Mines went on to report 145 samples were assayed
by ICP.  In total, 91 samples were analyzed for silver, copper, gold, lead,
iron, and arsenic. Equity Silver Mines spent a total of $71,639 in 1991 on the
MR1 claim (currently Silver Vista).  Hudson Bay
Exploration and Development Ltd. optioned the property from Shawn Tufford who
re-staked it in 1997.   Further ground electromagnetic and magnetic
survey was carried out over a flagged grid of 1.3 miles where a magnetic ground
survey was conducted over mineralized trench area with no significant magnetic
signatures present. We know of no other work that was carried out on the
site.  Mineralization  The regional geology
in the Skeena arch portion of the Stikine Terrane is comprised of an incomplete
succession of volcanic and sedimentary rocks ranging in age from Lower Jurassic
to Miocene.  The region is
dominated by a marine and non-marine arc assemblage. Lower Jurassic strata are
mainly rhyolitic to andesitic air fall tuffs and breccias with minor
intercalated lava flows. Middle Jurassic rocks comprise a mainly marine sequence
of tuffs, volcaniclastic sediments, shales, and greywackes. The stratigraphic
interval between Upper Jurassic and Early Upper Cretaceous is occupied
regionally by Bowser Lake Group and Skeena Group sediments. The Kasalka and
Ootsa Lake Groups of continental volcanics rocks were deposited mainly on the
southeast side of the Skeena arch in late Upper Cretaceous to Eocene time into
down-drop basins typical of this portion of Stikinia. The layered succession has
been intruded by Upper Jurassic to middle Miocene age plugs and stocks.  Geological Report
and Recommended Work Program  We have obtained a
geological property evaluation report on the Silver Vista property, which is
adjacent to the Keoni1 claim.  We feel a
three-phased exploration program is required, each phase subject to results of
the preceding phase.  The program consists of reconnaissance of the
property to determine location and condition of underground workings, check
geological samples, compile data, perform surface and underground mapping, and
do sampling and prospecting followed by diamond drilling.  The following
outlines the phases and estimated costs of this recommended work program:  PHASE I - -------  Reconnaissance
including location and condition of workings and
check sampling $
 2,000  PHASE II - --------  1. Data
compilation and preparation of composite map $
 2,000  7       2. Surface
geological mapping, prospecting, sampling $
 2,000 3. Underground
geological mapping and sampling  $
 1,000 4. Transportation,
truck, rental, gas, supplies $  3,000 5. Accommodation,
meals, etc. $  1,000 6. Engineering,
supervision, reports $  3,000  ----------  Contingency $
 3,000 ----------  TOTAL
PHASE II $ 15,000  ======  PHASE III - ---------  Phase III work is
dependent upon results of Phase II, but would likely consist of diamond
drilling.  Preliminary
Allowance, 3,000 feet at $25/ft $
75,000  -----------  TOTAL
PHASE III $ 75,000  ======  TOTAL
(EST.) COST ALL PHASES $
92,000  ======  The report also
advises that additional work could be designed following the above phases.  Administration  Mr. Waters has not
entered into a management agreement.  He will, however, offer his time as
President, Treasurer, Secretary and Director and provide office administration
services to the firm with no financial compensation until such time as the
Company acquires additional financing following the completion of Phase I.  Compliance with
Government Regulation  We will be required
to comply with all regulations, rules, and directives of governmental
authorities and agencies applicable to the exploration of minerals in Canada,
generally, and in the Province of British Columbia, specifically. In addition,
production of minerals in the Province of British Columbia will require prior
approval of applicable governmental regulatory agencies. We can provide no
assurance that such approvals will be obtained.  The cost and delay
involved in attempting to obtain such approvals cannot be known at this
time.  We have budgeted for
regulatory compliance costs in the proposed work program recommended by the
geological report.  We will have to sustain the cost of reclamation and
environmental mediation for all exploration (and development) work undertaken.
 The amount of these costs is not known at this time as we do not know the
extent of the exploration program that will be undertaken beyond completion of
the recommended work program. Because there is presently no information on the
size, tenor, or quality of any resource or reserve at this time, it is
impossible to assess the impact of any capital expenditures on earnings, our
competitive position or us in the event a potentially economic deposit is
discovered.  8        If we enter into
production, the cost of complying with permit and regulatory environment laws
will be greater than in Phase I because the impact on the project area is
greater.  Permits and regulations will control all aspects of any
production program if the project continues to that stage because of the
potential impact on the environment.  Employees  We have no employees,
as of the date of this Report.  We do not pay any
compensation to our officers and directors solely for serving as directors on
our board of directors.  We conduct our
business largely through agreements with consultants and arms-length third
parties.  Research and
Development Expenditures  We have not incurred
any research or development expenditures since our incorporation.  Subsidiaries  We do not have any
subsidiaries.  Patents and
Trademarks  We do not own, either
legally or beneficially, any patent or trademark.  Bankruptcy or
Similar Proceedings  There has been no
bankruptcy, receivership or similar proceedings.  Reorganizations,
Purchases or Sales of Assets  There have been no
material reclassifications, mergers, consolidations, or purchase or sale of a
significant amount of assets not in the ordinary course of business.   ITEM 1A. RISK
FACTORS.  Not Applicable.   ITEM
1B. UNRESOLVED STAFF COMMENTS.  Not Applicable.   ITEM
2. PROPERTIES.  According to the
Option Agreement we previously possessed, once renewed, the Option will give us
the rights to explore, develop, mine and acquire a 100% interest in the Keoni1
property, as described in the section above entitled Description of Business.
 We currently do not own or lease any property.  We
currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.  9         ITEM
3. LEGAL
PROCEEDINGS.  Legal
Proceedings  In the ordinary
course of our business, we may from time to time become subject to routine
litigation or administrative proceedings that are incidental to our business.
 We are not a party to nor are we aware of any existing, pending or
threatened lawsuits or other legal actions involving us.   ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.  No matters were
submitted to a vote of security holders, through the solicitation of proxies or
otherwise, during the fourth quarter of the fiscal year covered by this
report.        PART
II   ITEM
5. MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES.  Market
Information  Bid and ask
prices for our common stock have been quoted on the Over-The-Counter Bulletin
Board (the OTCBB) under the symbol IRMN.OB since November 10, 2008. However,
our stock has never traded.  As of February 16,
2009, we had 30 stockholders of record of our common stock.  Dividends  We have never
declared any cash dividends with respect to our common stock.  Future
payment of dividends is within the discretion of our board of directors and will
depend on our earnings, capital requirements, financial condition and other
relevant factors.  Although there are no material restrictions limiting, or
that are likely to limit, our ability to pay dividends on our common stock, we
presently intend to retain future earnings, if any, for use in our business and
have no present intention to pay cash dividends on our common stock.  Recent Sales of
Unregistered Securities  During the fiscal
year ended December 31, 2008, we did not issue any securities without
registration under the Securities Act of 1933.   ITEM
6. SELECTED
FINANCIAL DATA.  Not applicable.    10       ITEM
7. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.  Results of
Operations  We
have generated no revenues since inception (April 27, 2007) and have incurred
$22,596 in expenses through December 31, 2008. The
following table provides selected financial data about our company as of and for
the year ended December 31, 2008.  Balance Sheet Data:


December 31, 2008Cash

$
-Total assets

$
-Total liabilities

$
100Stockholders' deficit

$
(100)  Net
cash provided by financing activities since inception through December 31, 2008,
was $19,996, consisting of $10,746 in contributed capital and $9,250 in proceeds
from the sale of our common stock. Plan of
Operation  Our business plan is
to proceed with the exploration of the Keoni1 mineral claim in summer of 2009,
to determine if it contains commercially exploitable reserves of silver, gold,
lead or zinc.  Once we commence exploration, we will proceed with Phase I
of the exploration program.  We will assess whether to proceed to Phase II
of the recommended geological work program upon completion of an assessment of
the results of Phase I of the geological work program.  We anticipate that
Phase I of the recommended geological work program will cost approximately
$2,000.  We had $0 in cash reserves as of December 31, 2008.  Phase I
of the program has been delayed, due to a lack of financing, and is expected to
commence mid to late summer 2009.  The Company anticipates the need for
additional financing either through loans or the sale of additional securities
of the Company.  Mr. Waters has verbally agreed not to take any fees for
services as an officer and director of the Company until the completion of Phase
II, reducing the total working capital required during Phase I and Phase II.  Our cash reserves are
insufficient to meet our obligations for the next twelve month period to pay for
the legal and accounting expense of complying with our obligations, under the
Securities Exchange Act of 1934, as a reporting issuer and our potential
obligations under the Option Agreement on the property.  We will be seeking
additional funding through a registration statement in early spring 2009.  We will require
additional funding in the event that we decide to proceed with Phase II of the
exploration program.  The anticipated cost of the Phase II exploration
program is $15,000, which is in excess of our current cash reserves.  We
anticipate that additional funding will be in the form of equity financing from
the sale of additional shares of our common stock.  However, we cannot
provide any assurance that we will be able to raise sufficient funding from the
sale of our common stock to fund Phase II of the exploration program.  We
do not believe that debt financing will be a viable funding alternative for
Phase II of the exploration program.  We do not have any arrangements in
place for any future equity financing.  We will require
additional funding in the event that we decide to proceed with Phase III of the
exploration program.  The anticipated cost of the Phase III exploration
program is $75,000.  We anticipate that  11       additional funding
will be in the form of equity financing from the sale of our common stock or
loans, or both.  However, we cannot provide any assurance that we will be
able to raise sufficient funding from the sale of our common stock or loans to
fund Phase III of the exploration program.  We believe that debt financing
may be an alternative for funding Phase III of the exploration program.  We
do not have any arrangements in place for any future equity or debt
financing.  We did not make the
required exploration expenditures of $2,000 by September 30, 2008 or the Option
payments of $2,500 by October 30, 2008.  Therefore, our Option is
considered terminated.  However, the Optionor has indicated that the Option
can be reinstated once the Company acquires adequate cash to meet the Option
payment and exploration requirements. If we do not secure additional financing
to incur the required exploration expenditures, we may consider bringing in a
joint venture partner to provide the required funding.  We have not
undertaken any efforts to locate a joint venture partner.  In addition, we
cannot provide any assurance that we will be able to locate a joint venture
partner who will assist us in funding the exploration of the Keoni1 Claim.
 We may also pursue acquiring interests in alternate mineral properties in
the future.  Limited
Operating History; Need for Additional Capital There
is no historical financial information about us upon which to base an evaluation
of our performance.  We are an exploration stage corporation and have not
generated any revenues from business operations.  We cannot guarantee we
will be successful in our business operations.  Our business is subject to
risks inherent in the establishment of a new business enterprise, including
limited capital resources and possible cost overruns due to price and cost
increases in services and products. We
have no assurance that future financing will be available to us on acceptable
terms.  If financing is not available on satisfactory terms, we may be
unable to continue, develop or expand our operations.  Equity financing
could result in additional dilution to existing stockholders. Liquidity
and Capital Resources As
of the date of this report, we have yet to generate any revenues from our
business operations. Since
inception our main source for cash has been the sale of our equity securities.
 Upon inception, we issued 9,250,000 shares of common stock at $.001 par
value to 30 stockholders, including our officer and director, for $9,250 in
cash. As of the date of
this filing, we have yet to begin operations and therefore have not generated
any revenues.  As
of December 31, 2008, our cash and total assets were $0  and our total
liabilities were $100.   12


ITEM 8  FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.       Iron
Head Mining Corporation  (An
Exploration Stage Company)  Audited
Financial Statements  For the
year ended December 31, 2008, the
period from April 27, 2007 (inception) to December 31, 2007, and the
period from April 27, 2007 (inception) to December 31, 2008  13





Iron
Head Mining Corporation  (An
Exploration Stage Company)  Index to
Audited Financial Statements  For the
year ended December 31, 2008, the
period from April 27, 2007 (inception) to December 31, 2007, and the
period from April 27, 2007 (inception) to December 31, 2008 Page(s)  Report
of Independent Registered Public Accounting Firm 15  Audited Financial
Statements:  Balance
Sheets as of December 31, 2008 and December 31, 2007 16  Statements of
Operations for the year ended December 31, 2008; the period from April
27, 2007 (inception) to December 31, 2007; and from April 27, 2007
(inception) to
December 31, 2008 17  Statements of Changes
in Stockholders Equity (Deficit) for the period from April
27, 2007 (Inception) to December 31, 2008 18  Statements of Cash
Flows for the year ended December 31, 2008; the period from April
27, 2007 (inception) to December 31, 2007; and from April 27, 2007
(inception) to
December 31, 2008 19  Notes
to the Financial Statements 20-26     14





[ironheaddec08fsauditorfin001.jpg]    REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To
the Board of Directors and Stockholders Iron
Head Mining Corporation  We have audited the accompanying balance sheets of Iron Head
Mining Corporation (an exploration stage company) (the Company) as of December
31, 2008 and 2007, and the related statements of operations, changes in
stockholders equity (deficit), and cash flows for the year ended December 31,
2008, the period from April 27, 2007 (inception) to December 31, 2007, and the
period from April 27, 2007 (inception) to December 31, 2008.  These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States of America). Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Iron Head Mining
Corporation as of December 31, 2008 and December 31, 2007, and the results of
its operations and its cash flows for the year ended December 31, 2008, the
period from April 27, 2007 (inception) to December 31, 2007, and the period from
April 27, 2007 (inception) to December 31, 2008, in conformity with accounting
principles generally accepted in the United States of America.  The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  As discussed in Note 6 to
the financial statements, the Company has incurred losses since inception, and
has not generated revenues from its planned principal operations.  This
raises substantial doubt about the Companys ability to meet its obligations and
to continue as a going concern. Managements plans in regard to this matter are
described in Note 6.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.   Child, Van Wagoner & Bradshaw, PLLC Salt Lake City, Utah February 6, 2009        15





Iron
Head Mining Corporation (An
Exploration Stage Company) Balance Sheets    December 31,

December 31,2008

2007ASSETSCurrent
assets:Cash
and cash equivalents
$
-

$
-Subscriptions
receivable (Note 4)
-

9,250Total current
assets
-

9,250Total
assets
$
-

$
9,250LIABILITIES AND
STOCKHOLDERS EQUITY (DEFICIT)Current
liabilities:Accounts
payable
$
100

$
-Total current
liabilities
100

-Stockholders
Equity (Deficit) (Note 4)Common
stock, par value $.001, 75,000,000 sharesauthorized,
9,250,000 shares issued and outstanding
9,250

9,250Additional
paid-in capital
13,246

200Deficit
accumulated during the exploration stage
(22,596)

(200)Total
stockholders equity (deficit)
(100)

9,250Total
liabilities and stockholders equity (deficit)
$
-

$
9,250   See accompanying
notes to the financial statements.          16





Iron
Head Mining Corporation (An
Exploration Stage Company) Statements of Operations   For the Period

For the PeriodFrom Inception

From InceptionFor the Year Ended

(April 27, 2007) to

(April 27, 2007) toDecember 31, 2008

December 31, 2007

December 31, 2008Revenues:
$
-

$
-

$
-Operating
expenses:Exploration
costs (Note 3)
2,500

-

2,500General
and administrative expenses
19,896

200

20,096Operating loss
before income taxes
(22,396)

(200)

(22,596)Income tax
expense (benefit)
-

-

-Net loss
available to common stockholders
$
(22,396)

$
(200)

$
(22,596)Basic and
diluted loss per common share
$
(.00)

$
(.00)Weighted ave.
common shares outstanding
9,250,000

7,981,855   See accompanying
notes to the financial statements.               17


Iron Head Mining Corporation (An
Exploration Stage Company) Statements of Changes in Stockholders Equity (Deficit) For
the period from April 27, 2007 (Inception) to December 31, 2008  DeficitAccumulated

TotalCommon Stock

Contributed

During the

StockholdersShares

Amount

Capital

Exploration Stage

Equity (Deficit)Balance, April
27, 2007 (Inception)
-

$
-

$
-

$
-

$
-Common shares
issued for cash,$.001
per share, May 31, 2007
9,250,000

9,250

-

-

9,250Loss during the
period fromInception
to December 31, 2007
-

-

-

(200)

(200)Contributed
capital
-

-

200

-

200Balance,
December 31, 2007
9,250,000

9,250

200

(200)

9,250Loss for the
year endedDecember
31, 2008
-

-

-

(22,396)

(22,396)Mining expenses
contributed byrelated
party (Note 3)
-

-

2,500

-

2,500Contributed
capital
-

-

10,546

-

10,546Balance,
December 31, 2008
9,250,000

$
9,250

$
13,246

$
(22,596)

$
(100)  See accompanying
notes to the financial statements. 18


18


Iron Head Mining Corporation (An
Exploration Stage Company) Statements of Cash Flows  For the Period

For the PeriodFrom Inception

From InceptionFor the Year Ended

(April 27, 2007) to

(April 27, 2007) toDecember 31, 2008

December 31, 2007

December 31, 2008Cash flows from
operating activities:Net
loss
$
(22,396)

$
(200)

$
(22,596)Adjustments
to reconcile net loss tonet
cash used in operating activities:Mining
expenses contributedby
related party
2,500

-

2,500Change
in operating liabilities:Increase
in accounts payable
100

-

100Net cash used
in operating activities
(19,796)

(200)

(19,996)Cash flows from
investing activities:Net cash
provided by investing activities
-

-

-Cash flows from
financing activities:Additional
paid-in capital
10,546

200

10,746Collection
of stocksubscriptions
receivable
9,250

-

9,250Net cash
provided by financing activities
19,796

200

19,996Net increase in
cash
-

-

-Cash at
beginning of period
-

-

-Cash at end of
period
$
-

$
-

$
-Supplemental
Cash Flow Information:Cash paid for
interest
$
-

$
-

$
-Cash paid for
income taxes
$
-

$
-

$
-Non cash
investing and financing activities:Shares
issued for stock subscriptionsReceivable
$
-

$
9,250

$
-  See accompanying
notes to the financial statements.    19


Iron
Head Mining Corporation (An
Exploration Stage Company) Notes
to the Financial Statements For
the period from April 27, 2007 (Inception) to December 31, 2008   1.
 ORGANIZATION  Formerly
known as Adicus Energy Corporation, Iron Head Mining Corporation (the Company)
was incorporated on April 27, 2007 in the State of Nevada.  The Companys
operations are primarily based in North Battleford, SK, Canada.  The
accounting and reporting policies of the Company conform to accounting
principles generally accepted in the United States of America. The Company has a
December 31 fiscal year end.  The
Company is an exploration stage company that has engaged primarily in the
acquisition, exploration and development of resource properties since inception.
 The Company entered into an option to purchase a 100 percent interest in a
mineral claim located in the Smithers Mining Region in the Province of British
Columbia, Canada (see Note 3).  The Company is currently not conducting
mineral exploration activities on the mineral claim, as the option to purchase
has been terminated.  The Company plans to reacquire the option, at which
point it will assess whether it possesses commercially exploitable reserves of
silver, gold, lead or zinc.  To date, the Companys activities have been
limited to its formation, minimal operations, and the raising of equity
capital.  EXPLORATION
STAGE COMPANY  The
Company is considered to be in the exploration stage as defined in Statement of
Financial Accounting Standards (SFAS) No. 7, Accounting and Reporting by
Development Stage Enterprises, and interpreted by the Securities and
Exchange Commission for mining companies in Industry Guide 7.  The Company
has been devoting substantially all of its efforts to the development of an
exploration program on a mineral claim and the ultimate acquisition of possible
mineral properties.  The Company currently is not conducting any
exploration, as it does not own any mineral properties or rights, or options to
purchase mineral properties or rights.  2.
 SIGNIFICANT ACCOUNTING POLICIES  USE
OF ESTIMATES  The
preparation of the Companys financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period.  Actual results could differ from those estimates.
 The Companys periodic filings with the Securities and Exchange Commission
include, where applicable, disclosures of estimates, assumptions, uncertainties,
and markets that could affect the financial statements and future operations of
the Company.


20


Iron
Head Mining Corporation (An
Exploration Stage Company) Notes
to the Audited Financial Statements For
the period from April 27, 2007 (Inception) to December 31, 2008  2.
 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  CASH
AND CASH EQUIVALENTS  Cash
and cash equivalents include cash in banks, money market funds, and certificates
of term deposits with original maturities of less than three months, which are
readily convertible to known amounts of cash and which, in the opinion of
management, are subject to an insignificant risk of loss in value.  The
Company had $0 in cash and cash equivalents at December 31, 2008 and 2007.  MINERAL ACQUISITION AND EXPLORATION COSTS  The
Company has been in the exploration stage since its formation on April 27, 2007
and has not yet realized any revenue from its planned operations. It is
primarily engaged in the acquisition, exploration and development of mining
properties. Mineral property acquisition and exploration costs are expensed as
incurred.  When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property are capitalized.  Such costs
will be amortized using the units-of-production method over the estimated life
of the probable reserves.  NET INCOME OR (LOSS) PER SHARE OF COMMON STOCK  The
Company has adopted SFAS No. 128, Earnings per Share, (EPS) which
requires presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation.  In the
accompanying financial statements, basic earnings (loss) per share is computed
by dividing net income/loss by the weighted average number of shares of common
stock outstanding during the period.  The
following table sets forth the computation of basic and diluted earnings per
share for the year ended December 31, 2008 and the period from April 27, 2007
(Inception) to December 31, 2007:    Inception Year Ended (April 27, 2007) to December 31, 2008 December 31, 2007  Net Loss $ (22,396) $ (200)  Weighted
average common shares outstanding (Basic) 9,250,000 7,981,855 Options - - Warrants - -


21


Iron
Head Mining Corporation (An
Exploration Stage Company) Notes
to the Audited Financial Statements For the period from April 27, 2007 (Inception) to December 31,
2008  2.
 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Weighted average common shares outstanding (Diluted) 9,250,000 7,981,855 Net loss per share (Basic and Diluted) $ (0.00) $ (0.00)  The Company has no potentially dilutive securities, such as
options or warrants, currently issued and outstanding.  CONCENTRATIONS OF CREDIT RISK  The
Companys financial instruments that are exposed to concentrations of credit
risk primarily consist of its cash and cash equivalents and related party
payables it will likely incur in the near future.  The Company places its
cash and cash equivalents with financial institutions of high credit worthiness.
 At times, its cash and cash equivalents with a particular financial
institution may exceed any applicable government insurance limits.  The
Companys management plans to assess the financial strength and credit
worthiness of any parties to which it extends funds, and as such, it believes
that any associated credit risk exposures are limited.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS  In
May 2008, the FASB issued Statement No. 163, Accounting for Financial
Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60.Diversity exists in practice in accounting for financial guarantee insurance
contracts by insurance enterprises under FASB Statement No. 60, Accounting
and Reporting by Insurance Enterprises. That diversity results in
inconsistencies in the recognition and measurement of claim liabilities because
of differing views about when a loss has been incurred under FASB Statement No.
5,Accounting for Contingencies.  This Statement requires that an
insurance enterprise recognize a claim liability prior to an event of default
(insured event) when there is evidence that credit deterioration has occurred in
an insured financial obligation. This Statement also clarifies how Statement No.
60 applies to financial guarantee insurance contracts, including the recognition
and measurement to be used to account for premium revenue and claim liabilities.
Those clarifications will increase comparability in financial reporting of
financial guarantee insurance contracts by insurance enterprises. This Statement
requires expanded disclosures about financial guarantee insurance contracts. The
accounting and disclosure requirements of the Statement will improve the quality
of information provided to users of financial statements. This Statement is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and all interim periods within those fiscal years.  In
May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally
Accepted Accounting Principles. This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This Statement is effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in Conformity
With Generally Accepted Accounting Principles. This pronouncement has no
effect on this Companys financial reporting at this time.


22


Iron
Head Mining Corporation (An
Exploration Stage Company) Notes
to the Audited Financial Statements For
the period from April 27, 2007 (Inception) to December 31, 2008  2.
 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)  In
March of 2008, the FASB issued Statement No. 161, Disclosures about
Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No.
133, Accounting for Derivatives and Hedging Activities.  SFAS
No. 161 has the same scope as Statement No. 133 but requires enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement No. 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entitys financial position,
financial performance, and cash flows.  SFAS No. 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged.  The statement
encourages, but does not require, comparative disclosures for earlier periods at
initial adoption.  In
December 2007, the FASB issued Statements No.141 (revised 2007), Business
Combinations (FAS 141(R)) and No. 160, Noncontrolling Interests in
Consolidated Financial Statements (FAS 160). These standards aim to
improve, simplify, and converge internationally the accounting for business
combinations and the reporting of noncontrolling interests in consolidated
financial statements. The provisions of SFAS No. 141 (R) and SFAS No. 160 are
effective for the fiscal year beginning January 1, 2009.  In
February 2007, the FASB issued Statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities - Including an amendment to FASB
Statement No. 115.This Statement permits companies to choose to measure
many financial instruments and other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement of accounting for financial instruments. This Statement applies to
all entities, including not for profit. The fair value option established by
this statement permits all entities to measure eligible items at fair value at
specified election dates. This statement is effective as of the beginning of an
entitys first fiscal year that begins after November 15, 2007.  These recently issued accounting pronouncements currently have no
effect on the Companys financial position, statements of operations, or cash
flows at this time, but will be implemented as needed in future reporting.


23


Iron
Head Mining Corporation (An
Exploration Stage Company) Notes
to the Audited Financial Statements For
the period from April 27, 2007 (Inception) to December 31, 2008  2.
 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  FOREIGN
CURRENCY TRANSLATION  Although
the Companys primary operations are based in Canada, the Companys functional
and reporting currency is the U.S. dollar.  Any transactions initiated in
Canadian dollars are translated into U.S. dollars in accordance with SFAS No.
52, "Foreign Currency Translation" as follows:  i) Monetary
assets and liabilities at the rate of exchange in effect at the balance sheet
date. ii) Equity
at historical rates. iii) Revenue
and expense items at the average rate of exchange prevailing during the
period.  Adjustments
arising from such translations are deferred until realization and are included
as a separate component of stockholders equity as a component of comprehensive
income or loss.  Therefore, translation adjustments are not included in
determining net income (loss) but reported as other comprehensive income.  For
foreign currency transactions, the Company translates these amounts to the
Companys functional currency at the exchange rate effective on the invoice
date.  If the exchange rate changes between the time of purchase and the
time actual payment is made, a foreign exchange transaction gain or loss results
which is included in determining net income for the period.  No
significant realized exchange gain or losses were recorded from inception (April
27, 2007) to December 31, 2008.  3.  MINERAL
CLAIM OPTION AGREEMENT  In
January 2008, the Company entered into an option to purchase certain mineral
claims (the Option) located in the Smithers Mining Region of British Columbia
from the Companys Assistant Secretary.  The Option provided for the
Company to acquire a 100 percent undivided interest in and to the aforementioned
mineral claims, free and clear of all charges, encumbrances, and claims in
exchange for $2,500, and the payment of which was waived and treated as a
capital contribution at December 31, 2008.  In addition, the Company was
required to make payments pursuant to the Option as follows:  Payment No.
Amount
Date1
$
                2,500
10/30/20082
$
                5,000
05/31/20093
$
              42,500
09/01/2009  The
Company was also required to incur exploration expenditures of up to $25,000
related to the mineral claims acquired prior to the end of given periods as per
the schedule below:


24


Iron
Head Mining Corporation (An
Exploration Stage Company) Notes
to the Audited Financial Statements For the period from April 27, 2007 (Inception) to December 31,
2008  3.  MINERAL
CLAIM OPTION AGREEMENT (CONTINUED)  Payment No.
Amount
Date1
$
          2,000
09/30/20082
$
        10,000
10/30/20083
$
        13,000
09/01/2009  If
the Company incurred less in exploration expenditures during a given period than
the amounts as per the schedule above, it would have been required to pay the
difference prior to the expiration of that period.  If the Company incurred
more in exploration expenditures than the amounts as per the schedule above, the
excess amount would have been carried forward and applied to the exploration
expenditures to be incurred in the succeeding periods.  The
Option was terminable by the Company at its sole discretion upon giving proper
notice to its Assistant Secretary of intent to terminate.  During
the third quarter of 2008, the Company gave notice to its Assistant Secretary
and the Option was terminated, thus nullifying any remaining option payments or
exploration expenditures.  4.
 STOCKHOLDERS EQUITY  AUTHORIZED STOCK  The
Company has authorized 75,000,000 common shares with a par value of $0.001 per
share.  Each common share entitles the holder to one vote, in person or
proxy, on any matter on which action of the stockholders of the Company is
sought.  There
are no preferred shares authorized, issued or outstanding.  The Company has
no stock option plan, warrants or other dilutive securities.  SHARE ISSUANCES  At
December 31, 2008 and 2007, the Company had issued and outstanding 9,250,000
common shares at $.001 per share, or $9,250, resulting from a private offering
occurring on May 31, 2007.  As the $9,250 had not been received at December
31, 2007, the amount was recorded in subscriptions receivable at December 31,
2007.  CAPITAL CONTRIBUTIONS  During
the year ended December 31, 2008, the Companys Assistant Secretary contributed
$13,246 to the Company in the form of waived contractual option fees totaling
$2,500 (see Note 3), and payment on behalf of the Company of other operating
expenditures totaling $10,546 due and payable by the Company.  Prior year
contributions of $200 by the Assistant Secretary bring the total additional
paid-in capital to $13,546 at December 31, 2008.


25


Iron
Head Mining Corporation (An
Exploration Stage Company) Notes
to the Audited Financial Statements For
the period from April 27, 2007 (Inception) to December 31, 2008  5.  PROVISION
FOR INCOME TAXES  The
Company recognizes the tax effects of transactions in the year in which such
transactions enter into the determination of net income, regardless of when
reported for tax purposes. Deferred taxes are provided in the financial
statements under SFAS No. 109 to give effect to the resulting temporary
differences which may arise from differences in the bases of fixed assets,
depreciation methods, allowances, and start-up costs based on the income taxes
expected to be payable in future years. Exploration stage deferred tax assets of
approximately $7,900 arising as a result of $22,596 in net operating loss
carryforwards have been offset completely by a valuation allowance due to the
uncertainty of their utilization in future periods. The valuation allowance
increased by approximately $7,800 and $50 during the periods ended December 31,
2008 and December 31, 2007, respectively.  6.  GOING CONCERN AND LIQUIDITY CONSIDERATIONS  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates, among other things, the
realization of assets and satisfaction of liabilities in the normal course of
business.  As of December 31, 2008, the Company had negative working
capital totaling $100 and an accumulated deficit totaling $22,596.  The
Company intends to fund operations through capital contributions by its
Assistant Secretary and through equity financing arrangements, which may be
insufficient to fund its capital expenditures, working capital and other cash
requirements for the next twelve months.  The
ability of the Company to emerge from the exploration stage is dependent upon,
among other things, obtaining additional financing to continue operations,
explore and develop the mineral properties and the discovery, development and
sale of mineral reserves.  In
response to these problems, management intends to raise additional funds through
public or private placement offerings.  These
factors, among others, raise substantial doubt about the Companys ability to
continue as a going concern.  The accompanying financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.


26


ITEM
9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE  Not applicable.   ITEM
9A.[T] CONTROLS
AND PROCEDURES  Evaluation of Our
Disclosure Controls and Internal Controls  Under the supervision
and with the participation of our senior management, including our chief
executive officer and chief financial officer, Ken Waters, we conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end
of the period covered by this annual report (the Evaluation Date).  Based
on this evaluation, our chief executive officer and chief financial officer
concluded as of the Evaluation Date that our disclosure controls and procedures
were effective such that the information relating to us required to be disclosed
in our Securities and Exchange Commission (SEC) reports (i) is recorded,
processed, summarized and reported within the time periods specified in SEC
rules and forms, and (ii) is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as
appropriate to allow timely decisions regarding required disclosure.  Managements
Annual Report on Internal Control Over Financial Reporting  The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting.  The internal control
process has been designed, under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Companys financial statements for external reporting purposes in
accordance with the accounting principles generally accepted in the United
States of America.  Management conducted an assessment of the effectiveness of the
Companys internal control over financial reporting as of December 31, 2008,
including (i) the control environment, (ii) risk assessment, (iii) control
activities, (iv) information and communication, and (v) monitoring.  Based
on this assessment, management has determined that the Companys internal
control over financial reporting as of December 31, 2008 was effective.  Our
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes of accounting
principles generally accepted in the United States.  Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.  Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.  In evaluating the effectiveness of our internal control over
financial reporting, our management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control  Integrated Framework.  This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
 Managements report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only managements report in this
annual report.


27


Officers Certifications  Appearing as exhibits
to this Annual Report are Certifications of our Chief Executive Officer and
Chief Financial Officer.  The Certifications are required pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications).  This section of the Annual Report contains information
concerning the Controls Evaluation referred to in the Section 302 Certification.
 This information should be read in conjunction with the Section 302
Certifications for a more complete understanding of the topics presented.  Changes in Internal Control Over Financial Reporting  There have been no
changes in our internal control over financial reporting that occurred during
the quarter ended December 31, 2008 that have materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.   ITEM
9B. OTHER
INFORMATION  Not
applicable.     PART
III   ITEM
10. DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE  Executive
Officers, Directors and Key Employees  Directors serve until
the next annual meeting of the stockholders; until their successors are elected
or appointed and qualified, or until their prior resignation or removal.
 Officers serve for such terms as determined by our board of directors.
 Each officer holds office until such officers successor is elected or
appointed and qualified or until such officers earlier resignation or removal.  The following table
sets forth certain information, as of February 16, 2009, with respect to our
directors and executive officers.  Name
Positions Held
AgeKen
Waters
President,
Treasurer, Secretary, Director
37  Ken Waters has held
the positions of President, Treasurer, Secretary and a director since inception.
 He is expected to hold said offices/positions until the next annual
meeting of our stockholders.  Certain
biographical information of our directors and officers is set forth
below.  Mr. Ken Waters is the
President, Treasurer, Secretary and sole director.  Mr. Waters was
appointed to these positions on January 15, 2008.   Mr. Waters holds a
Bachelor of Arts and Sciences degree from the University of Saskatchewan.
 In the last six years, Mr. Waters has been working as a hotel management
consultant for several hotels in Western Canadas oil and gas belt.  Mr.
Waters presently devotes approximately 15% of his time to the business.


28


Term of
Office  Our directors are
elected for one-year terms, to hold office until the next annual general meeting
of the stockholders, or until removed from office in accordance with our bylaws.
 Our officers are appointed by our board of directors and hold office until
removed by the board.  Significant
Employees  We have no
significant employees other than the officer and director described above.  Employment
Agreements  Our officer is our
only employee and we do not have any employment agreements with him.  Audit
Committee  We do not have a
standing audit committee, an audit committee financial expert, or any committee
or person performing a similar function.  We currently have limited working
capital and no revenues.  Management does not believe that it would be in
our best interests at this time to retain independent directors to sit on an
audit committee.  If we are able to raise sufficient financing in the
future, then we will likely seek out and retain independent directors and form
an audit, compensation committee and other applicable committees.  Board of Directors  Our sole director is
also our sole corporate officer.  We do not have an independent director.
 We do not pay him for attending board meetings.  He is reimbursed,
however, for his expenses, if any, for attendance at meetings of the Board of
Directors.  Our Board of Directors may designate from among its members an
executive committee and one or more other committees but has not done so to
date.  We do not have a nominating committee or a nominating committee
charter.  Further, we do not have a policy with regard to the consideration
of any director candidates recommended by security holders.  To date this
has not been a problem as no security holders have made any such
recommendations.  Our director performs all functions that would otherwise
be performed by committees.  Given the present size of our board it is not
practical for us to have committees.  If we are able to grow our business
and increase our operations we intend to expand the size of our board and
allocate responsibilities accordingly.    Compliance with
Section 16(a) of the Exchange Act  Our common stock is
not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the Exchange Act).  Accordingly, our officers, directors and
principal stockholders are not subject to the beneficial ownership reporting
requirements of Section 16(a) of the Exchange Act.  Code of Ethics  As of December 31,
2008, we have not yet adopted a Code of Ethics.   ITEM
11. EXECUTIVE
COMPENSATION  (a)
No officer or director of the Company is receiving any remuneration at this
time.


29


(b) There are no
annuity, pension or retirement benefits proposed to be paid to officers,
directors, or employees of the corporation in the event of retirement at normal
retirement date pursuant to any presently existing plan provided or contributed
to by the corporation or any of its subsidiaries.  (c) No remuneration
is proposed to be paid in the future directly or indirectly by the corporation
to any officer or director under any plan which presently exists. Director
Compensation The
member of the Companys Board of Directors does not receive compensation, as
such, at this time, but is paid consulting fees for specific services as
incurred. Stock Option
Grants  As of the date of
this Report, the Company has not granted any stock options  Employment
Agreements  We do not have an
employment or consultant agreements.  Indemnification  Under our bylaws, we
may indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if he acted in good faith and in a
manner he reasonably believed to be in our best interest.  We may advance
expenses incurred in defending a proceeding.  To the extent that the
officer or director is successful on the merits in a proceeding as to which he
is to be indemnified, we must indemnify him against all expenses incurred,
including attorneys fees.  With respect to a derivative action, indemnity
may be made only for expenses actually and reasonably incurred in defending the
proceeding, and if the officer or director is judged liable, only by a court
order.  The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Nevada.  Regarding
indemnification for liabilities arising under the Securities Act, which may be
permitted to directors or officers under Nevada law, we are informed that, in
the opinion of the Securities and Exchange Commission, indemnification is
against public policy, as expressed in the Act and is, therefore,
unenforceable.


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ITEM
12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS  The following table
sets forth, as of December 31, 2008, the beneficial ownership of our common
stock by our officer and director, who beneficially owns more than 5% of our
common stock.  Except as otherwise indicated, all shares are owned directly
and the percentage shown is based on 9,250,000 shares of common stock issued and
outstanding on December 31, 2008.  Name and
Address of Beneficial Owner
Number of
Shares of Common Stock
Percentage
Ownership of Common StockKen Waters
2118 
102nd Cresc.
North
Battleford, SK
Canada, S9A
1J5
Director,
President, Secretary, Treasurer
2,000,000
21.6%Directors and
Officers as a Group (1)
2,000,000
21.6%   Securities
Authorized for Issuance Under Equity Compensation Plans  We have not adopted
any equity compensation plans since our inception.   ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE  Other than as set
forth in this section, none of the following parties has, since our date of
incorporation, any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:  *
    Our director or officer; *
    Any person proposed as a nominee for election as a
director; *
    Any person who beneficially owns, directly or
indirectly, shares carrying more than 10% of the voting rights attached to our
outstanding shares of common stock; *
    Any of our promoters; *
    Any relative or spouse of any of the foregoing persons
who has the same house as such person.      ITEM
14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES  Audit
Fees.  The aggregate fees
billed to us by our principal accountant for services rendered during the fiscal
year ended December 31, 2008 is set forth in the table below:  Fee
Category
Fiscal year ended
December 31, 2008Audit fees (1)
$8,400


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Audit-related fees (2)
0Tax fees (3)
0All other fees (4)
0Total fees
$8,400  (1) Audit fees
consist of fees incurred for professional services rendered for the audit of our
financial statements, for reviews of our interim financial statements included
in our quarterly reports on Form 10-Q and for services that are normally
provided in connection with statutory or regulatory filings or engagements.  (2) Audit-related
fees consist of fees billed for professional services that are reasonably
related to the performance of the audit or review of our financial statements,
but are not reported under Audit fees.  (3) Tax fees consist
of fees billed for professional services relating to tax compliance, tax
planning, and tax advice.  (4) All other fees
consist of fees billed for all other services.  Audit Committees
Pre-Approval Practice.  We do
not have an audit committee.  Our board of directors performs the function
of an audit committee.  Section 10A(i) of the Securities Exchange Act of
1934, as amended, prohibits our auditors from performing audit services for us
as well as any services not considered to be audit services unless such services
are pre-approved by our audit committee or, in cases where no such committee
exists, by our board of directors (in lieu of an audit committee) or unless the
services meet certain de minimis standards.    PART
IV   ITEM
15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES  Exhibits  The following
exhibits are included as part of this report:  Exhibit
No.

Description3.1

Articles of
Incorporation of Registrant (1)3.2

By-Laws of
Registrant (1)31.1

Rule
13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial
Officer32.1

Rule 1350
Certification of Chief Executive and Financial
Officer  (1) Filed
with the Securities and Exchange Commission on May 30, 2008 as an exhibit,
numbered as indicated above, to the Registrants registration statement on the
Registrants Registration Statement on Form S-1 (file no. 333-151312), which
exhibit is incorporated herein by reference.


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SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.  Date:
 March 19, 2009 IRON
HEAD MINING CORPORATION   By:/s/
Ken Waters Name: Ken
Waters Title: President   Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated. Signature
Title
Date/s/
Ken Waters
Ken
Waters
President
(principal executive officer), principal financial officer and member of
the Board of Directors
March
19, 2009


33