UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q




x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
the quarterly period ended: February 28, 2010





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




IRONWOOD
      GOLD CORP.(Name
      of registrant as specified in its
charter)




Nevada
              
              74-3207792(State
      or Other Jurisdiction of
              
              (I.R.S.
      EmployerIncorporation
      or Organization)
              
              Identification
      Number)7047
      East Greenway Parkway, #250
                Scottsdale,
      AZ
              
              85254(Address
      of Principal Executive Offices)
              
              (Zip
      Code)





(888)
      356-4942(Registrant’s
      telephone number, including area
code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required o submit and post such files).


YES   ̈
            
            NO   ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





 ̈
            Large
      accelerated filer
             ̈
            Accelerated
      filer
             ̈
            Non-accelerated
      filer
              (Do
      not check if smaller reporting company)
            x
            Smaller reporting company





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


YES   ̈
            
            NO  x





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.





Class
              
              Outstanding
      at April 7, 2010Common
      stock, $.001 par value
              
              87,749,200








IRONWOOD
GOLD CORP.


FORM
10-Q





February
28, 2010





INDEX


PAGEPART
      I—FINANCIAL INFORMATION
                    
                    2Item
      1.  Financial Statements.
                    
                    2Condensed
      Balance Sheets as of February 28, 2010 (Unaudited) and August 31, 2009
      (Audited).
                    
                    2Condensed
      Statements of Operations for the three- and six-month periods ended
      February 28, 2010 and 2009 and for the period from January 18, 2007
      (inception) to February 28, 2010 (Unaudited).
                    
                    3Condensed
      Statements of Cash Flows for the six-month period ended February 28, 2010
      and 2009 and for the period from January 18, 2007 (inception) to February
      28, 2010 (Unaudited).
                    
                    4Condensed
      Statements of Stockholders’ Deficiency (Unaudited) at January 18, 2007
      (inception), at August 31, 2007, at August 31, 2008, at August 31, 2009,
      at November 30, 2009, and at February 28, 2010
                    
                    5Notes
      to Financial Statements.
                    
                    7Item
      2.  Management's Discussion and Analysis of Financial Condition
      and Results of Operations.
                    
                    16Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk.
                    
                    18Item
      4.  Controls and Procedures.
                    
                    18PART
      II—OTHER INFORMATION
                    
                    19Item
      1.  Legal Proceedings.
                    
                    19Item
      1A.  Risk Factors.
                    
                    19Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds.
                    
                    28Item
      3.  Defaults Upon Senior Securities.
                    
                    28Item
      4.  Reserved.
                    
                    28Item
      5.  Other Information.
                    
                    28Item
      6.  Exhibits.
                    
                    29Signature
      Page
                    
                    30CertificationsExhibit
      31.1Exhibit
      31.2Exhibit
      32





FORWARD-LOOKING
STATEMENTS




This
Report on Form 10-Q contains forward-looking statements within the meaning of
the “safe harbor” provisions of the Private Securities Litigation Reform Act of
1995.  Reference is made in particular to the description of our plans
and objectives for future operations, assumptions underlying such plans and
objectives, and other forward-looking statements included in this
report.  Such statements may be identified by the use of
forward-looking terminology such as “may,” “will,” “expect,” “believe,”
“estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of
such terms or the negative of such terms.  Such statements are based
on management's current expectations and are subject to a number of factors and
uncertainties, which could cause actual results to differ materially from those
described in the forward-looking statements.  Such statements address
future events and conditions concerning, among others, capital expenditures,
earnings, litigation, regulatory matters, liquidity and capital resources, and
accounting matters.  Actual results in each case could differ
materially from those anticipated in such statements by reason of factors such
as future economic conditions, changes in consumer demand, legislative,
regulatory and competitive developments in markets in which we operate, results
of litigation and other circumstances affecting anticipated revenues and costs,
and the risk factors set forth under the heading “Risk Factors” in our Annual
report on Form 10-K for the fiscal year ended August 31, 2009, filed on November
19, 2009.




As used
in this Form 10-Q, “we,” “us,” and “our” refer to Ironwood Gold Corp., which is
also sometimes referred to as the “Company.”




YOU
SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING


STATEMENTS




The
forward-looking statements made in this report on Form 10-Q relate only to
events or information as of the date on which the statements are made in this
report on Form 10-Q.  Except as required by law, we undertake no
obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events, or otherwise, after the date on
which the statements are made or to reflect the occurrence of unanticipated
events.  You should read this report and the documents that we
reference in this report, including documents referenced by incorporation,
completely and with the understanding that our actual future results may be
materially different from what we expect or hope.







PART I—FINANCIAL INFORMATION




Item
1.  Financial Statements.




Ironwood
Gold Corp.


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Balance
Sheets


(Unaudited)




As of
                  February 28,
                  2010
              
              
              As of
                  August 31, 2009
                  (Audited)AssetsCurrentCash
      and cash equivalents
              
              $
              330,266
              
              
              $
              278Mineral properties(Note
      2 and 3)
              
              
              1,194,575
              
              
              
              -1,524,841
              
              
              
              278LiabilitiesCurrentAccounts
      payable and accrued liabilities (Note 4)
              
              
              14,270
              
              
              
              17,775Payable
      for mineral property
              
              
              525,000
              
              
              
              -Due
      to related party (Note 6)
              
              
              6,862
              
              
              
              6,862546,132
              
              
              
              24,637Stockholders’
      deficiencyCommon stock (Note
      8)Authorized500,000,000
      common shares, par value $0.001Issued
      and outstandingFebruary
      28, 2010 – 87,749,200 common sharesAugust
      31, 2009 – 48,500,000 common shares
              
              
              87,749
              
              
              
              48,500Capital
      in excess of par value
              
              
              1,189,176
              
              
              
              36,950Deficit
              
              
              (298,216
              )
              
              
              (109,809
              )978,709
              
              
              
              (24,359
              )$
              1,524,841
              
              
              $
              278





Nature
and Continuance of Operations (Note 1) and Subsequent Events (Note
11)





The
accompanying notes are an integral part of these financial
statements.


2


Ironwood
Gold Corp.


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Statements
of Operations


(Unaudited)




For the
                  three-month
                  period ended
                  February 28,
                  2010
              
              
              For the
                  three-month
                  period ended
                  February 28,
                  2009
              
              
              For the
                  six-month
                  period ended
                  February 28,
                  2010
              
              
              For the
                six-month
                period ended
                February 28,
                2009
              
              
              For the
                  period from
                  the date of
                  inception on
                  January 18,
                  2007 to
                  November 30,
                  2009ExpensesAccounting
      and audit
              
              $
              15,850
              
              
              $
              500
              
              
              $
              26,350
              
              
              $
              1,000
              
              
              $
              36,850Bank
      charges
              
              
              439
              
              
              
              20
              
              
              
              484
              
              
              
              39
              
              
              
              869Consulting
              
              
              30,000
              
              
              
              1,050
              
              
              
              45,000
              
              
              
              2,100
              
              
              
              73,275Exploration
      (Note 2)
              
              
              11,377
              
              
              
              -
              
              
              
              11,377
              
              
              
              -
              
              
              
              21,377Filing
      fees
              
              
              3,611
              
              
              
              262
              
              
              
              3,861
              
              
              
              525
              
              
              
              8,558Investor
      relations
              
              
              2,585
              
              
              
              -
              
              
              
              2,585
              
              
              
              -
              
              
              
              2,585Legal
              
              
              12,700
              
              
              
              -
              
              
              
              42,105
              
              
              
              -
              
              
              
              46,748Management
      fees (Notes 7, 8 and 10)
              
              
              -
              
              
              
              3,000
              
              
              
              2,000
              
              
              
              6,000
              
              
              
              33,000Office
      and miscellaneous expenses
              
              
              351
              
              
              
              688
              
              
              
              801
              
              
              
              1,348
              
              
              
              8,484Rent
      (Notes 7, 8 and 10)
              
              
              -
              
              
              
              900
              
              
              
              900
              
              
              
              1,800
              
              
              
              10,200Transfer
      agent
              
              
              1,412
              
              
              
              519
              
              
              
              1,512
              
              
              
              2,049
              
              
              
              4,838Travel
              
              
              51,432
              
              
              
              -
              
              
              
              51,432
              
              
              
              -
              
              
              
              51,432Net
      loss for the period
              
              
              (129,757
              )
              
              
              (6,939
              )
              
              
              (188,407
              )
              
              
              (14,861
              )
              
              
              (298,216
              )Basic
      and diluted loss per common share
              
              
              (0.002
              )
              
              
              (0.000
              )
              
              
              (0.003
              )
              
              
              (0.000
              )Weighted
      average number of common shares used in per share
    calculations
              
              $
              73,738,194
              
              
              $
              48,500,000
              
              
              $
              64,284,876
              
              
              $
              48,500,000





The
accompanying notes are an integral part of these financial
statements.


3


Ironwood
Gold Corp.


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Statements
of Cash Flows


(Unaudited)




For the
                  six-month
                  period ended
                  February 28,
                  2010
              
              
              For the
                  six-month
                  period ended
                  February 28,
                  2009
              
              
              For the period
                  from the date of
                  inception on
                  January 18,
                  2007 to
                  November 30,
                  2009Cash
      flows used in operating activitiesNet
      loss for the period
              
              
              (188,407
              )
              
              $
              (14,861
              )
              
              $
              (298,216
              )Adjustments
      to reconcile loss to net cash used by operating activitiesContributions
      to capital by related party – expenses (Notes 7, 8 and 10)
              
              
              3,350
              
              
              
              8,700
              
              
              
              48,300Changes
      in operating assets and liabilitiesPayable
      for mineral property
              
              
              525,000
              
              
              
              -
              
              
              
              525,000Increase
      in accounts payable and accrued liabilities
              
              
              (3,505
              )
              
              
              812
              
              
              
              14,270336,438
              
              
              
              (5,349
              )
              
              
              289,354Cash
      flows used in investing activitiesAcquisition
      of mineral property interest (Note 3)
              
              
              (1,160,000
              )
              
              
              -
              
              
              
              (1,160,000
              )Cash
      flows from financing activitiesIncrease
      in due to related party (Notes 7, 8 and 10)
              
              
              -
              
              
              
              260
              
              
              
              6,862Increase
      in demand loan
              
              
              -
              
              
              
              
              
              
              
              -Share
      subscriptions received in advance
              
              
              -
              
              
              
              
              
              
              
              -Common
      shares issued for debt (Note 8)
              
              
              515,000
              
              
              
              
              
              
              
              515,000Common
      shares issued for cash (Note 8)
              
              
              638,550
              
              
              
              
              
              
              
              679,0501,153,550
              
              
              
              260
              
              
              
              1,200,912Increase
      (decrease) in cash and cash equivalents
              
              
              329,988
              
              
              $
              (5,089
              )
              
              
              330,266Cash
      and cash equivalents, beginning of period
              
              
              278
              
              
              
              6,513
              
              
              
              -Cash
      and cash equivalents, end of period
              
              $
              330,266
              
              
              $
              1,424
              
              
              $
              330,266





Supplemental
Disclosures with Respect to Cash Flows (Note 10)





The
accompanying notes are an integral part of these financial
statements.


4


Ironwood
Gold Corp.


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Statements
of Changes in Stockholders’ Deficiency


(Unaudited)




Number of
                  shares issued
              
              
              Capital
                  stock
              
              
              Additional
                  paid-in
                  capital
              
              
              Deficit,
                  accumulated
                  during the
                  exploration
                  stage
              
              
              Total
                  stockholders’
                  deficiencyBalance
      at January 18, 2007 (inception)Issuance
      of common shares for cash – August 8, 2007 (Note 8)
              
              $
              100,000,000
              
              
              $
              100,000
              
              
              $
              (98,000
              )
              
              $
              -
              
              
              $
              2,000Issuance
      of common shares for cash – August 31, 2007 (Note 8)
              
              
              38,500,000
              
              
              
              38,500
              
              
              
              -
              
              
              
              -
              
              
              
              38,500Contributions
      to capital by related parties – expenses (Notes  7, 8 and
      10)
              
              
              -
              
              
              
              -
              
              
              
              10,150
              
              
              
              -
              
              
              
              10,150Net
      operating loss for the period January 18, 2007 (date of inception) to
      August 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (27,074
              )
              
              
              (27,074
              )Balance
      at August 31, 2007
              
              
              138,500,000
              
              
              
              138,500
              
              
              
              (87,850
              )
              
              
              (27,074
              )
              
              
              23,576Common
      shares returned to treasury and cancelled
              
              
              (90,000,000
              )
              
              
              (90,000
              )
              
              
              90,000
              
              
              
              -
              
              
              
              -Contributions
      to capital by related parties – expenses (Notes  7, 8 and
      10)
              
              
              -
              
              
              
              -
              
              
              
              17,400
              
              
              
              -
              
              
              
              17,400Net
      loss for the year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (52,709
              )
              
              
              (52,709
              )Balance
      at August 31, 2008
              
              
              48,500,000
              
              
              
              48,500
              
              
              
              19,550
              
              
              
              (79,783
              )
              
              
              (11,733
              )Contributions
      to capital by related parties – expenses (Notes  7, 8 and
      10)
              
              
              -
              
              
              
              -
              
              
              
              17,400
              
              
              
              -
              
              
              
              17,400Net
      loss for the year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (30,026
              )
              
              
              (30,026
              )Balance
      at August 31, 2009
              
              
              48,500,000
              
              
              
              48,500
              
              
              
              36,950
              
              
              
              (109,809
              )
              
              
              (24,359
              )Contributions
      to capital by related parties – expenses (Notes 7, 8 and
    10)
              
              
              -
              
              
              
              -
              
              
              
              3,350
              
              
              
              -
              
              
              
              3,350Share
      subscriptions received in advance
              
              
              -
              
              
              
              -
              
              
              
              74,550
              
              
              
              -
              
              
              
              74,550Common
      shares issued for mineral property October 28, 2009
      (Note 8)
              
              
              17,075,000
              
              
              
              17,075
              
              
              
              -
              
              
              
              -
              
              
              
              17,075Common
      shares issued for mineral property November 30, 2009
      (Note 8)
              
              
              500,000
              
              
              
              500
              
              
              
              -
              
              
              
              -
              
              
              
              500Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (58,650
              )
              
              
              (58,650
              )Balance
      at November 30, 2009
              
              
              66,075,000
              
              
              
              66,075
              
              
              
              114,850
              
              
              
              (168,459
              )
              
              
              12,466Common
      shares issued for mineral property November 30, 2009 (Note
    8)
              
              
              10,000,000
              
              
              
              10,000
              
              
              
              -
              
              
              
              -
              
              
              
              10,000




5




Number of
                  shares issued
              
              
              Capital
                  stock
              
              
              Additional
                  paid-in
                  capital
              
              
              Deficit,
                  accumulated
                  during the
                  exploration
                  stage
              
              
              Total
                  stockholders’
                  deficiencyCommon
      shares issued for mineral property November 30, 2009 (Note
    8)
              
              
              7,000,000
              
              
              
              7,000
              
              
              
              -
              
              
              
              -
              
              
              
              7,000Share
      issues for subscriptions received in advance –  January 13,
      2010
              
              
              298,200
              
              
              
              298
              
              
              
              (298
              )
              
              
              -
              
              
              
              -Issuance
      of common shares for cash – January 13, 2010 (Note 8)
              
              
              2,316,000
              
              
              
              2,316
              
              
              
              576,684
              
              
              
              -
              
              
              
              579,000Share
      issue costs
              
              
              -
              
              
              
              -
              
              
              
              (15,000
              )
              
              
              -
              
              
              
              (15,000
              )Common
      shares issued for debt January 13, 2010 (Note 8)
              
              
              2,060,000
              
              
              
              2,060
              
              
              
              512,940
              
              
              
              -
              
              
              
              515,000Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (129,757
              )
              
              
              (129,757
              )Balance
      at February 28, 2010
              
              $
              87,749,200
              
              
              $
              87,749
              
              
              $
              1,189,176
              
              
              $
              (298,216
              )
              
              $
              978,709





The
accompanying notes are an integral part of these financial
statements.




6


Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Notes
to Financial Statements





1.
            Nature
      and Continuance of Operations




The
Company, Ironwood Gold Corp. (formerly Suraj Ventures, Inc.), was incorporated
under the laws of the State of Nevada on January 18, 2007 with the authorized
common stock of 500,000,000 shares at $0.001 par value.  The Company
was organized for the purpose of acquiring and developing mineral
properties.  On October 6, 2009, the Company formed a wholly-owned
subsidiary in the State of Nevada named “Ironwood Gold Corp.”  On
October 8, 2009, the Company merged with its wholly-owned subsidiary, Ironwood
Gold Corp. and the name of the merged entity was change to Ironwood Gold
Corp.




The
Company is an exploration stage company, as defined in Financial Accounting
Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”)
No. 7 “Accounting and
Reporting by Development Stage Enterprisess,” and Industry Guide 7 of the
Securities Exchange Commission Industry Guide.  The Company is
devoting all of its present efforts in securing and establishing a new business,
and its planned principle operations have not commenced, and, accordingly, no
revenue has been derived during the organization period.




The
financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America
(“GAAP”) applicable to exploration stage enterprises.   The
Company’s fiscal year end is August 30.




These
financial statements as of February 28, 2010 and for the six-month period then
ended have been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and commitments in the
normal course of business.  The Company has a loss for the six-month
period of $188,407 (2009 – $14,861, cumulative – $298,216) and has working
capital deficit of $215,866 as of February 28, 2010 (August 31, 2009 -
$24,359).




Effective
October 27, 2009, the Company completed a forward stock split by the issuance of
fifty new common shares for each one outstanding common share of the
Company.  Unless otherwise noted, all references herein to number of
shares, price per share or weighted average number of shares outstanding have
been adjusted to reflect this stock split on retroactive basis (Note
8).




Management
cannot provide assurance that the Company will ultimately achieve profitable
operations or become cash flow positive, or raise additional debt and/or equity
capital.  Management believes that the Company will be able to raise
additional capital to continue operating and maintaining its business strategy
during the fiscal year ending November 30, 2010.  However, if the
Company is unable to raise additional capital in the near future, due to the
Company’s liquidity problems, management expects that the Company will need to
curtail operations, liquidate assets, seek additional capital on less favourable
terms and/or pursue other remedial measures.  These financial
statements do not include any adjustments related to the recoverability and
classification of assets or the amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.




2.
            Significant
      Accounting Policies




The following is a summary of significant accounting
policies used in the preparation of these financial statements.




Basis
of presentation




The
accounting and reporting policies of the Company conform to accounting
principles generally accepted in the United States of America applicable to
exploration stage enterprises (“GAAP).




7




Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Notes
to Financial Statements





Cash
and cash equivalents




Cash and
cash equivalents include highly liquid investments with original maturities of
three months or less.




Financial
instruments




The
Company’s financial instruments consist of cash and cash equivalents, accounts
payable and accrued liabilities and amounts due to related
parties.  Unless otherwise noted, it is management’s opinion that the
Company is not exposed to significant interest or credit risks rising from these
financial instruments.  The fair values of these financial instruments
approximate their carrying values, unless otherwise noted.




Mineral
property costs




The
Company has been in the development stage since its formation on January 18,
2007 and has not yet realized any revenues from its planned
operations.  It is primarily engaged in the acquisition and
exploration of mining properties.




Mineral
property acquisition costs are initially capitalized as tangible assets when
purchased.  At the end of each fiscal quarter end, the Company
assesses the carrying costs for impairment.  If proven and probable
reserves are established for a property and it has been determined that a
mineral property can be economically developed, costs will be amortized using
the units-of-production method over the estimated life of the probable
reserve.




Mineral
property exploration costs are expensed as incurred.




Estimated
future removal and site restoration costs, when determinable are provided over
the life of proven reserves on a units-of-production basis.  Costs,
which include production equipment removal and environmental remediation, are
estimated each period by management based on current regulations, actual
expenses incurred, and technology and industry standards.  Any charge
is included in exploration expense or the provision for depletion and
depreciation during the period and the actual restoration expenditures are
charged to the accumulated provision amounts as incurred.




As of the
date of these financial statements, the Company has not established any proven
or probable reserves on its mineral properties and incurred only acquisition and
exploration costs (Note 3).




Although
the Company has taken steps to verify title to mineral properties in which it
has an interest, according to the usual industry standards for the stage of
exploration of such properties, these procedures do not guarantee the Company’s
title.  Such properties may be subject to prior agreements or
transfers and title may be affected by undetected defects.




Reclamation
costs




The
Company’s policy for recording reclamation costs is to record a liability for
the estimated costs to reclaim mined land by recording charges to production
costs for each tonne of ore mined over the life of the mine.  The
amount charged is based on management’s estimation of reclamation costs to be
incurred.  The accrued liability is reduced as reclamation
expenditures are made.  Certain reclamation work is performed
concurrently with mining and these expenditures are charged to operations at
that time.  To date the Company has not incurred any reclamation
costs.




8




Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Notes
to Financial Statements





Long-lived
assets




In
accordance with SFAS No. 144, “Accounting for Impairment or
Disposal of Long-Lived Assets,” the carrying value of long-lived assets
is reviewed on a regular basis for the existence of facts or circumstance that
may suggest impairment.  The Company recognized an impairment when the
sum if the expected undiscounted future cash flows is less than the carrying
amount of the asset.  Impairment losses, if any, are measured as the
excess of the carrying amount of the asset over its estimated fair
value.




Financial
instruments




The
carrying value of cash and cash equivalents, accounts payable and accrued
liabilities and convertible debentures approximates their fair value because of
the short maturity of these instruments.  Currently, the Company does
not use derivative instruments to reduce its exposure to foreign currency
risk.




Derivative
financial instruments




The
Company has not, to the date of these financial statements, entered into
derivative instruments to offset the impact of foreign
currency fluctuations.




Website
development costs




The costs
of website development during the planning stage, as defined under Emerging
Issued Task Force (“EITF”) No. 00-2 “Accounting for Web Site Development
Costs,” will be expensed as incurred.  Website development
incurred during the development stage, including external direct costs of
creating graphics and website content, will be capitalized and amortized over
the estimated useful life, beginning when the website is
operational.




Income
taxes




Deferred
income taxes are reported for timing differences between items of income or
expense reported in the financial statements and those reported for income tax
purposes in accordance with SFAS No. 109, “Accounting for Income Taxes,”
which requires the use of the asset/liability method of accounting for income
taxes.  Deferred income taxes and tax benefits are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases, and for tax loss and credit
carry-forwards.  Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled.  The Company provides for deferred taxes for the estimated
future tax effects attributable to temporary differences and carry-forwards when
realization is more likely than not.




Basic
and diluted net loss per share




The
Company computes net loss per share in accordance with SFAS No. 128, “Earnings per
Share.”  SFAS No. 128 requires presentation of both basic and
diluted earnings per share (“EPS”) on the face of the income
statement.  Basic EPS is computed by dividing net loss available to
common shareholders (numerator) by the weighted average number of shares
outstanding (denominator) during the period.  Diluted EPS gives effect
to all potentially dilutive common shares outstanding during the period using
the treasury stock method and convertible preferred stock using the if-converted
method.  In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants.  Diluted EPS excludes all
potentially dilutive shares if their effect is anti-dilutive.




9




Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Notes
to Financial Statements





Foreign
currency translation




The
Company’s functional and reporting currency is in U.S. dollars.  The
financial statements of the Company are translated to U.S. dollars in accordance
with SFAS No. 52, “Foreign
Currency Translation.”  Monetary assets and liabilities
denominated in foreign currencies are translated using the exchange rate
prevailing at the balance sheet date.  Gains and losses arising on
translation or settlement of foreign currency denominated transactions or
balances are included in the determination of income.  The Company has
not, to the date of these financial statements, entered into derivative
instruments to offset the impact of foreign currency fluctuations.




Use
of estimates




The
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenditures
during the reporting period.  Actual results could differ from these
estimates.




3.
            Mineral
      Properties




In March,
2007, the Company acquired the Arjun Gold Claim located in the Republic of India
for the consideration of $5,000 including a geological report.  The
Arjun Gold Claim is located 20 miles north of Kollam which is 50 miles north of
the state capital of Thiruvanathapuram west of the Arabian Sea.  Under
Indian law, the claim remains in good standing as long as the Company has an
interest in it.  There are no annual maintenance fees or minimum
exploration work required on the Claim.




On October 28, 2009, the Company
entered into an acquisition agreement (the “Acquisition Agreement”) with
Kingsmere Mining Ltd. (“KML”) and Ironwood Mining Corp. whereby the Company
acquired an undivided 100% right, title and interest in and to certain mineral
claims known as the Cobalt Canyon Gold Project, in the Chief District, located
in Lincoln County, Nevada (the “Property”) in exchange for an aggregate of
17,000,000 shares of our common stock and commitments to pay $495,000 over the
next twelve months.  Previously, Gold Canyon Partners LLP (“GC”) and
KML entered into an option agreement (the “Option Agreement”) dated January 31,
2009 wherein KML acquired an exclusive option to acquire the Property from
GC.  KML assigned all of KML’s interest in the Property to IMC in an
agreement (the “Assignment Agreement”) dated April 15, 2009.  The
Company will obtain all right, title and interest from KML and IMC pursuant to
the terms of the Acquisition Agreement, subject to certain of the terms and
conditions of the Option Agreement and the Assignment Agreement, including the
obligation to make all required royalty payments to GC and all required property
expenditures set forth in the Option Agreement (Note 7 and 8).




On
November 30, 2009 the Company entered into a purchase agreement with KML whereby
the Company acquired certain rights in 32 unpatented placer mining claims
located at the Cobalt Canyon Gold Project in Lincoln County,
Nevada.  As a result of the purchase agreement, the Cobalt Canyon Gold
Project will encompass a total of 696 acres in the Chief or Caliente mining
district of southeastern Nevada.  The Company has issued 500,000
shares of our common stock and a cash sum of $65,000 is payable in consideration
for the assignment of the rights (Note 7 and 8).




The
Company has a work program planned for the Cobalt properties, based on the
recommended exploration program identified in the 43-101 compliant technical
report on the properties, which will be executed over the next twelve months and
has determined that there is no impairment in value of the properties at this
point.




10




Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Notes
to Financial Statements





On
December 1, 2009 the Company entered into an assignment agreement (the
“Assignment Agreement”) with KML whereby the Company have the option to acquire
an undivided 100% right, title and interest in and to certain mineral claims
known as the Haystack Property located in Pershing County, Nevada (the “Haystack
Property”).  The Company agreed to issue an aggregate of 10,000,000
shares of our common stock valued at $10,000 and an aggregate of $300,000 in
cash in consideration for the assignment of all right, title and interest in the
Haystack Property as follows: 8,500,000 shares and $255,000 to KML and 1,500,000
shares and $45,000 to Teck CO, LLC (“Teck”).  Previously, KML and Teck
entered into an option agreement (the “Haystack Option Agreement”) dated October
26, 2009 wherein KML acquired an exclusive option to acquire the Haystack
Property from Teck.  The Company will obtain all right, title and
interest to the Haystack Property from KML and Teck pursuant to the terms of the
Assignment Agreement, subject to certain of the terms and conditions of the
Haystack Option Agreement, including the right of Teck to certain royalties
payments and the right of Teck to earn-in to the Haystack Property by making
certain expenditures related to the exploration and development of the Haystack
Property.




The
Company is working on the 43-101 compliant technical report on the Haystack
property and has determined that there is no impairment in value of the property
at this point.




On
December 7, 2009 the Company entered into an assignment agreement (the “Rock
Creek Assignment Agreement”) with KML whereby the Company have the option to
acquire an undivided 100% right, title and interest in and to certain mineral
claims known as the Rock Creek property located in Elko County, Nevada (the
“Rock Creek Property”).  The Company agreed to issue an aggregate of
7,000,000 shares of our common stock valued at $7,000 and an aggregate of
$300,000 in cash in consideration for the assignment of all right, title and
interest in the Rock Creek Property as follows: 5,950,000 shares and $255,000 to
KML and 1,050,000 shares and $45,000 to Teck.  Previously, KML and
Teck entered into an option agreement (the “Rock Creek Option Agreement”) dated
October 26, 2009 wherein KML acquired an exclusive option to acquire the Rock
Creek Property from Teck.  The Company will obtain all right, title
and interest to the Rock Creek Property from KML and Teck pursuant to the terms
of the Rock Creek Assignment Agreement, subject to certain of the terms and
conditions of the Rock Creek Option Agreement, including the right of Teck to
certain royalties payments and the right of Teck to earn-in to the Rock Creek
Property by making certain expenditures related to the exploration and
development of the Rock Creek Property.




The
Company has a work program planned for the Rock Creek property, based on the
recommended exploration program identified in the 43-101 compliant technical
report on the properties, which will be executed over the next twelve months and
has determined that there is no impairment in value of the property at this
point.




4.
              Accounts
      Payable and Accrued
Liabilities




Accounts
payable and accrued liabilities are non-interest bearing, unsecured and have
settlement dates within one year.




5.
              Demand
      Loan




During
the six months ending February 28, 2010 the Company repaid in full the demand
loan issued on October 1, 2009.  The balance owing as of February 28,
2010 was $Nil (2009 – $Nil).




6.
            Due
      to related parties




As of
February 28, 2010, former officers and directors had advanced a no interest
demand loan of $6,862 (2009 $6,748) to settle outstanding debts (Note
7).




7.
            Related
      Party Transactions




During
the six-month period ended February 28, 2010, an officer and director of the
Company made contributions to capital for management fees in the amount of
$2,000 (2009 – $3,000, cumulative – $33,000), rent in the amount of $900 (2009 –
$900, cumulative – $10,200) and for  telephone expenses $450 (2009 -
$nil, cumulative $450) (Notes 8 and 10).




11




Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Notes
to Financial Statements





During
the six-month period ended February 28, 2010 no loans were provided by officers
and directors of the Company (2009 $260) (Note 6).




On
October 28, 2009, 50,000 common shares of the Company, valued at $50, were
issued to a director of the Company as partial settlement of an acquisition
agreement to acquired an undivided 100% right, title and interest in and to
certain mineral claims known as the Cobalt Canyon Gold Project, in the Chief
District, located in Lincoln County, Nevada (Note 3 and 8).




8.
              Capital
      Stock


Authorized




The total
authorized capital is 500,000,000 common shares with a par value of $0.001 per
common share.




Issued
and outstanding




The total
issued and outstanding capital stock is 87,749,200 common shares with a par
value of $0.001 per common share.




On August
8, 2007, Company completed a private placement consisting of 10,000,000 post
split common shares sold to directors and officers for a total consideration of
$2,000.




On August
31, 2007, the Company completed a private placement of 38,500,000 post split
common shares for a total consideration of $38,500.




On
October 6, 2009, two directors gifted back to treasury for cancellation a total
of 1,800,000 restricted common shares.  The cancellation of these
share resulted in the issued and outstanding share capital being reduced from
2,770,000 common shares to 970,000 common shares before the forward split of the
common shares on October 7, 2009.




Effective
October 27, 2009, the Company completed a 50-to-1 forward stock
split.  The authorized share capital remained unchanged at 500,000,000
common shares with the same par value of $0.001.  Unless otherwise
noted, all references herein to number of shares, price per share or weighted
average number of shares outstanding have been adjusted to reflect this stock
split on retroactive basis.




On
October 28, 2009, 17,075,000 common shares of the Company, valued at $17,075,
were issued as partial settlement of an acquisition agreement to acquired an
undivided 100% right, title and interest in and to certain mineral claims known
as the Cobalt Canyon Gold Project, in the Chief District, located in Lincoln
County, Nevada (Note 3 and 7).




On
November 30, 2009, 500,000 common shares of the Company, valued at $500, were
issued as partial settlement of a purchase agreement to acquire certain rights
in 32 unpatented placer mining claims located at the Cobalt Canyon Gold Project
in Lincoln County, Nevada (Note 3).




On
December 1, 2009 the Company entered into the Assignment Agreement with KML
whereby the Company have the option to acquire an undivided 100% right, title
and interest in and to certain mineral claims known as the Haystack Property and
issued an aggregate of 10,000,000 shares of our common stock valued at $10,000
(Note 3).




12




Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Notes
to Financial Statements





On
December 7, 2009 the Company entered into the Rock Creek Assignment Agreement
with KML whereby the Company has the option to acquire an undivided 100% right,
title and interest in and to certain mineral claims known as the Rock Creek
property and issued an aggregate of 7,000,000 shares of our common stock valued
at $7,000 (Note 3).




On
January 13, 2010, the Company completed a private placement and issued 4,674,200
common shares of the Company at a price of $0.25 per common share for gross
proceeds of $1,168,550.  The Company issued 2,316,000 common shares
for net cash proceeds of $579,000, being gross proceeds of $594,000 less share
issue costs of $15,000.  In addition the Company issued 2,060,000 in
exchange for the cancellation of $515,000 owed KML (Note 10).




During
the six-month period ended February 28, 2010, an officer and director of the
Company made contributions to capital for management fees in the amount of
$2,000 (2009 – $3,000, cumulative – $33,000), rent in the amount of $900 (2009 –
$900, cumulative – $10,200) and for  telephone expenses $450 (2009 -
$nil, cumulative $450) (Notes 7 and 10).




9.
              Income
      Taxes




The
Company has losses carried forward for income tax purposes to February 28,
2010.  There are no current or deferred tax expenses for the period
ended February 28, 2010 due to the Company’s loss position.  The
Company has fully reserved for any benefits of these losses.  The
deferred tax consequences of temporary differences in reporting items for
financial statement and income tax purposes are recognized, as
appropriate.  Realization of the future tax benefits related to the
deferred tax assets is dependent on many factors, including the Company’s
ability to generate taxable income within the net operating loss carryforward
period.  Management has considered these factors in reaching its
conclusion as to the valuation allowance for financial reporting
purposes.




The
provision for refundable federal income tax consists of the
following:




For the
                      six-month
                      period ended
                      February 28,
                      2010
                  
                  
                  For the
                      six -month
                      period ended
                      February 28,
                      2009Refundable
      federal tax asset attributable to:Current
      operations
                  
                  $
                  64,058
                  
                  
                  $
                  5,053Contributions
      to capital by related party
                  
                  
                  (986
                  )
                  
                  
                  (2,652
                  )Less:
      Change in valuation allowance
                  
                  
                  (63,072
                  )
                  
                  
                  (2,401
                  )Net
      refundable amount
                  
                  $
                  -
                  
                  
                  $
                  -




13


Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Notes
to Financial Statements





The
composition of the Company’s deferred tax assets as of February 28, 2010 and
August 31, 2009 is as follows:




As of
                      February 28,
                      2010
                  
                  
                  As of
                    August 31, 2009
                      (Audited)Net
      operating loss carryforward
                  
                  $
                  298,216
                  
                  
                  $
                  69,509Statutory
      federal income tax rate
                  
                  
                  34
                  %
                  
                  
                  34
                  %Effective
      income tax rate
                  
                  
                  0
                  %
                  
                  
                  0
                  %Deferred
      tax asset
                  
                  
                  86,705
                  
                  
                  
                  23,633Less:
      Valuation allowance
                  
                  
                  (86,705
                  )
                  
                  
                  (23,633
                  )Net
      deferred tax asset
                  
                  $
                  -
                  
                  
                  $
                  -




The
potential income tax benefit of these losses has been offset by a full valuation
allowance.




As of
February 28, 2010, the Company has an unused net operating loss carry forward
balance of approximately $298,216 that is available to offset future taxable
income.  This unused net operating loss carry-forward balance expires
through 2026 and 2030.




10.
            Supplemental
      Disclosures with Respect to Cash
Flows





For the period
                      from the date of
                      inception on
                      January 18,
                      2007 to
                      February 28,
                      2010
                  
                  
                  For the
                      three-month
                      period ended
                      November 30,
                      2009
                  
                  
                  For the
                      three-month
                      period ended
                      November 30,
                      2007Cash
      paid during the period for interest
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Cash
      paid during the period for income taxes
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -




On
October 28, 2009 the Company issued 17,075,000 common shares, valued at $17,075,
as partial settlement of an acquisition agreement to acquired an undivided 100%
right, title and interest in and to certain mineral claims known as the Cobalt
Canyon Gold Project, in the Chief District, located in Lincoln County, Nevada
(Note 3 and 8).




On
November 30, 2009 the Company issued 500,000 common shares, valued at $500, as
partial settlement of a purchase agreement to acquire certain rights in 32
unpatented placer mining claims located at the Cobalt Canyon Gold Project in
Lincoln County, Nevada (Note 3 and 8).




On
January 12, 2010, the Company completed a private placement and issued 2,060,000
common shares at $0.25 per share in exchange for the cancellation of $515,000
owed KML (Note 7 & 10).




On
January 13, 2010, the Company issued 10,000,000 common shares, valued at
$10,000, as partial settlement of a purchase agreement to acquire certain
mineral claims known as the Haystack Property located in Pershing County, Nevada
(Note 3 and 8).




14




Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Notes
to Financial Statements





On
January 13, 2010, the Company issued 7,000,000 common shares, valued at $10,000,
as partial settlement of a purchase agreement to acquire certain mineral claims
known as the Rock Creek property located in Elko County, Nevada (Note 3 and
8).




During
the six-month period ended February 28, 2010, an officer and director of the
Company made contributions to capital for management fees in the amount of
$2,000 (2009 – $3,000, cumulative – $33,000), rent in the amount of $900 (2009 –
$900, cumulative – $10,200) and for  telephone expenses $450 (2009 -
$nil, cumulative $450) (Notes 7 and 8).




11.
            Subsequent
      event





There are
no subsequent events from the period from the three-month period ended February,
28, 2010 to the date the consolidated financial statements are available to be
issued on April 12, 2010.





The
accompanying notes are an integral part of these financial
statements.




15


Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations.




The
following discussion should be read in conjunction with our financial statements
and notes thereto included elsewhere in this quarterly
report.  Forward-looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results, or other developments.  Forward-looking statements
are based upon estimates, forecasts, and assumptions that are inherently subject
to significant business, economic, and competitive uncertainties and
contingencies, many of which are beyond our control and many of which, with
respect to future business decisions, are subject to change.  These
uncertainties and contingencies can affect actual results and could cause actual
results to differ materially from those expressed in any forward-looking
statements made by us, or on our behalf.  We disclaim any obligation
to update forward-looking statements.




Background




Ironwood
Gold Corp. (the “Company,” “we,” “our,” or “us”), formerly known as Suraj
Ventures, Inc., was incorporated on January 18, 2007 under the laws of the State
of Nevada under the name Suraj Ventures, Inc. for the purpose of acquiring and
developing mineral properties.  On October 27, 2009 we changed our
name to Ironwood Gold Corp.




We are a
mineral exploration stage company.  We are the registered and
beneficial owner of a 100% interest in the Arjun Claim (the “Arjun Claim”)
situated in the Republic of India.  To date, we have not conducted any
exploration work on the Arjun Claim, and we have not generated any operating
revenues since inception.




On
October 6, 2009, our two former directors gifted back to treasury for
cancellation a total of 1,800,000 restricted common shares.  The
cancellation of these share resulted in the issued and outstanding share capital
being reduced to 970,000 common shares.




On
October 27, 2009, we effected a 50-for-1 forward stock split to better position
the Company for growth for the rest of 2009 and 2010 and to improve trading
liquidity, broaden ownership, and enhance overall shareholder
value.




In an
effort to grow our company, on October 28, 2009, we entered into an acquisition
agreement (the “Acquisition Agreement”) with Kingsmere Mining Ltd. (“KML”) and
Ironwood Mining Corp., whereby we acquired an undivided 100% right, title, and
interest in and to certain mineral claims known as the Cobalt Canyon Gold
Project, in the Chief District, located in Lincoln County, Nevada (the
“Property”), in exchange for an aggregate of 17,000,000 shares of our common
stock and an aggregate cash sum of $575,000.  Previously, Gold Canyon
Partners LLP (“GC”) and KML entered into an option agreement (the “Option
Agreement”), dated January 31, 2009, wherein KML acquired an exclusive
option to acquire the Property from GC.  KML assigned all of KML’s
interest in the Property to IMC in an agreement (the “Assignment Agreement”)
dated April 15, 2009.  We will obtain all right, title, and interest
from KML and IMC pursuant to the terms of the Acquisition Agreement, subject to
certain of the terms and conditions of the Option Agreement and the Assignment
Agreement, including the obligation to make all required royalty payments to GC
and all required property expenditures set forth in the Option
Agreement.




On
November 30, 2009, we entered into a purchase agreement with KML, whereby
we acquired certain rights in 32 unpatented placer mining claims located at the
Cobalt Canyon Gold Project in Lincoln County, Nevada.  As a result of
the purchase agreement, the Cobalt Canyon Gold Project will encompass a total
of  696 acres in the Chief or Caliente mining district of southeastern
Nevada.  We agreed to issue 500,000 shares of our common stock and a
cash sum of $65,000 in consideration for the assignment of the
rights.




16




On
December 1, 2009, we entered into an assignment agreement (the “Assignment
Agreement”) with KML, whereby the we have the option to acquire an undivided
100% right, title, and interest in and to certain mineral claims known as the
Haystack Property, located in Pershing County, Nevada (the “Haystack
Property”).  We agreed to issue an aggregate of 10,000,000 shares of
our common stock and an aggregate of $300,000 in cash in consideration for the
assignment of all right, title, and interest in the Haystack Property as
follows: 8,500,000 shares and $255,000 to KML and 1,500,000 shares and $45,000
to Teck CO, LLC (“Teck”).  Previously, KML and Teck entered into an
option agreement (the “Haystack Option Agreement”), dated October 26, 2009,
wherein KML acquired an exclusive option to acquire the Haystack Property from
Teck.  We will obtain all right, title, and interest to the Haystack
Property from KML and Teck pursuant to the terms of the Assignment Agreement,
subject to certain of the terms and conditions of the Haystack Option Agreement,
including the right of Teck to certain royalties payments and the right of Teck
to earn-in to the Haystack Property by making certain expenditures related to
the exploration and development of the Haystack Property.




On
December 7, 2009, we entered into an assignment agreement (the “Rock Creek
Assignment Agreement”) with KML, whereby we have the option to acquire an
undivided 100% right, title, and interest in and to certain mineral claims known
as the Rock Creek property, located in Elko County, Nevada (the “Rock Creek
Property”).  We agreed to issue an aggregate of 7,000,000 shares of
our common stock and an aggregate of $300,000 in cash in consideration for the
assignment of all right, title, and interest in the Rock Creek Property as
follows: 5,950,000 shares and $255,000 to KML and 1,050,000 shares and $45,000
to Teck.  Previously, KML and Teck entered into an option agreement
(the “Rock Creek Option Agreement”), dated October 26, 2009, wherein KML
acquired an exclusive option to acquire the Rock Creek Property from
Teck.  We will obtain all right, title, and interest to the Rock Creek
Property from KML and Teck pursuant to the terms of the Rock Creek Assignment
Agreement, subject to certain of the terms and conditions of the Rock Creek
Option Agreement, including the right of Teck to certain royalties payments and
the right of Teck to earn-in to the Rock Creek Property by making certain
expenditures related to the exploration and development of the Rock Creek
Property.




On
January 13, 2010, the Company completed a private placement and issued 4,674,200
common shares of the Company at a price of $0.25 per common share for gross
proceeds of $1,168,550.  The Company issued 2,316,000 common shares
for net cash proceeds of $579,000, being gross proceeds of $594,000 less share
issue costs of $15,000.  In addition the Company issued 2,060,000 in
exchange for the cancellation of $515,000 owed KML.




Critical
Accounting Policies




The
preparation of financial statements in conformity with United States generally
accepted accounting principles requires management of our company to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting periods.




The
discussion and analysis of our financial condition and results of operations are
based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States of
America.  We believe certain critical accounting policies affect our
more significant judgments and estimates used in the preparation of our
financial statements.  A description of our critical accounting
policies is set forth in our Annual Report on Form 10-K for the year ended
August 31, 2009.  As of, and for the three months ended February 28,
2010, there have been no material changes or updates to our critical accounting
policies.




Results
of Operations




The
following discussion of the financial condition, results of operations, cash
flows, and changes in our financial position should be read in conjunction with
our audited consolidated financial statements and notes included in our Annual
Report on Form 10-K for the fiscal year ended August 31, 2009 filed on November
19, 2009.




Comparison
of the three- and six-month periods ended February 28, 2010 and February 28,
2009




During
the three- and six-month periods ended February 28, 2010 and February 28, 2009,
we earned no revenues.




For the
three-month periods ended February 28, 2010 and February 28, 2009, we incurred a
loss of $129,757 and $6,939, respectively.  For the six-month periods
ended February 28, 2010 and February 28, 2009, we incurred a loss of $188,407
and $14,861, respectively.  The increases for three- and six-month
periods ended February 28, 2010 and February 28, 2009 are largely attributed to
increases in accounting and audit expenses, consulting expenses, legal expenses,
and travel expenses.


17




Period
from inception, January 18, 2007 to February 28, 2010




Since
inception, we have an accumulated deficit during the development stage of
$298,216.




Liquidity
and Capital Resources




As of
February 28, 2010, we had $330,226 in cash and cash equivalents and a working
capital deficiency of $215,866, including $525,000 payable for mineral
properties.  During the three- and six-month periods ended February
28, 2010, our primary sources of cash were from issuance of shares of our common
stock for both cash and debt .




For the
six-month period ended February 28, 2010, we received net cash of
$329,988.




In
January 2010, we completed a private placement transaction, whereby we sold
4,674,200 shares of our common stock at $0.25 per share for proceeds of
$1,168,550.




We
believe the funds generated by the private placement are adequate to fund our
anticipated cash needs through the next three months.  We anticipate
that we will need to raise additional capital in order to execute our business
plan.




Off-Balance
Sheet Transactions.




There are
no off-balance sheet transactions.




Contractual
Obligations.




We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide this information.




Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.




We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.




Item
4.  Controls and Procedures.




We
carried out an evaluation, under the supervision and with the participation of
our management, including our Principal Executive Officer along with our
Principal Financial Officer, of the effectiveness of the design of the our
disclosure controls and procedures (as defined by Exchange Act
Rule 13a-15(e) and 15a-15(e)) as of the end of our fiscal quarter pursuant
to Exchange Act Rule 13a-15.  Based upon that evaluation, our
Principal Executive Officer along with our Principal Financial Officer concluded
that our disclosure controls and procedures are not effective in ensuring that
information required to be disclosed by us in reports that we file or submit
under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in the Securities and Exchange Commission’s rules and
forms.  This conclusion is based on findings that constituted material
weaknesses.  A material weakness is a deficiency, or a combination of
control deficiencies, in internal control over financial reporting such that
there is a reasonable possibility that a material misstatement of the Company’s
interim financial statements will not be prevented or detected on a timely
basis.




In
performing this assessment, our management identified the following material
weaknesses:




·
            Our
      Audit Committee does not function as an Audit Committee should since there
      is a lack of independent directors on the Committee and our Board of
      Directors has not identified an “expert,” one who is knowledgeable about
      reporting and financial statements requirements, to serve on the Audit
      Committee.


18




·
            We
      have limited segregation of duties which is not consistent with good
      internal control procedures.




·
            We
      do not have a written internal control procedurals manual which outlines
      the duties and reporting requirements of the Directors and any staff to be
      hired in the future.  This lack of a written internal control
      procedurals manual does not meet the requirements of the SEC or good
      internal control.




·
            There
      are no effective controls instituted over financial disclosure and the
      reporting processes.




Our
former and present management feel the weaknesses identified above, being the
latter three, have not had any affect on our financial results.  Our
present management will have to address the lack of independent members on the
Audit Committee and identify an “expert” for the Committee to advise other
members as to correct accounting and reporting procedures.




We will
endeavor to correct the above noted weaknesses in internal control once we have
adequate funds to do so.  By appointing independent members to the
Audit Committee and using the services of an expert on the Committee will
greatly improve the overall performance of the Audit Committee.  With
the addition of other Board Members and staff, the segregation of duties issue
will be addressed and will no longer be a concern to management.  By
having a written policy manual outlining the duties of each of our officers and
staff will facilitate better internal control procedures.




Our
present management will continue to monitor and evaluate the effectiveness of
our internal controls and procedures and our internal controls over financial
reporting on an ongoing basis and are committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds
allow.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.  All internal control
systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.




There
were no changes in our internal controls over financial reporting that occurred
during the three months ended February 28, 2010 that have materially affected,
or are reasonably likely to materially affect, our internal controls over
financial reporting.  We believe that a control system, no matter how
well designed and operated, cannot provide absolute assurance that the
objectives of the control system are met, and no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within any company have been detected.




PART II—OTHER INFORMATION




Item
1.  Legal Proceedings.




None.




Item
1A.  Risk Factors.




You
should carefully consider the risks described below together with all of the
other information included in our public filings before making an investment
decision with regard to our securities.  The statements contained in
or incorporated into this document that are not historic facts are
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those set forth in or
implied by forward-looking statements.  If any of the
following events described in these risk factors actually occurs,
our business, financial condition or results of operations could be
harmed.  In that case, the trading price of our common stock could
decline, and you may lose all or part of your investment.


19




Risks
Related to our Business




Because
of the unique difficulties and uncertainties inherent in mineral exploration
ventures, we face a high risk of business failure.




Potential
investors should be aware of the difficulties normally encountered by new
mineral exploration companies and the high rate of failure of such
enterprises.  The likelihood of success must be considered in light of
the problems, expenses, difficulties, complications, and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake.  These potential problems include, but are not limited to,
unanticipated problems relating to exploration, environmental permitting
difficulties and delays, and additional costs and expenses that may exceed
current estimates.  The expenditures to be made by us in the
exploration of the mineral claim may not result in the discovery of mineable
mineral deposits.  Problems such as unusual or unexpected formations
and other conditions are involved in mineral exploration and often result in
unsuccessful exploration efforts.  If the results of our exploration
do not reveal viable commercial mineralization, we may decide to abandon our
claims.  If this happens, our business will likely fail.




Because
of the speculative nature of exploration of mineral properties, we may never
discover a commercially exploitable quantity of minerals, our business may fail
and investors may lose their entire investment.




We have
been conducting and plan to conduct mineral exploration on our mineral
properties.  The search for valuable minerals as a business is
extremely risky.  We can provide investors with no assurance that
additional exploration on our properties will establish that commercially
exploitable reserves of minerals exist on our property.  Additional
potential problems that may prevent us from discovering any reserves of minerals
on our property include, but are not limited to, unanticipated problems relating
to exploration, environmental permitting difficulties and delays, and additional
costs and expenses that may exceed current estimates.  If we are
unable to establish the presence of commercially exploitable reserves of
minerals on our property our ability to fund future exploration activities will
be impeded, we will not be able to operate profitably and investors may lose all
of their investment in our company.




The nature of
mineral exploration and production activities involves a high degree
of risk and the
possibility of uninsured losses that could materially and
adversely affect our
operations.




Exploration
for minerals is highly speculative and involves greater risk than many other
businesses.  Many exploration programs do not result in the discovery
of mineralization and any mineralization discovered may not be of sufficient
quantity or quality to be profitably mined.  Few properties that are
explored are ultimately advanced to the stage of producing mines.  Our
current exploration efforts are, and any future development or mining operations
we may elect to conduct will be, subject to all of the operating hazards and
risks normally incident to exploring for and developing mineral properties, such
as, but not limited to:




·
            economically
      insufficient mineralized material;




·
            fluctuations
      in production costs that may make mining
  uneconomical;




·
            labor
      disputes;




·
            unanticipated
      variations in grade and other geologic
problems;




·
            environmental
      hazards;




·
            water
      conditions;




·
            difficult
      surface or underground conditions;




·
            industrial
      accidents;




·
            metallurgical
      and other processing problems;




·
            mechanical
      and equipment performance problems;




·
            failure
      of pit walls or dams;


20




·
            unusual
      or unexpected rock formations;




·
            personal
      injury, fire, flooding, cave-ins, and
  landslides; and




·
            decrease
      in reserves due to a lower gold
price.




Any of
these risks can materially and adversely affect, among other things, the
development of properties, production quantities and rates, costs and
expenditures, and production commencement dates.  We currently have no
insurance to guard against any of these risks.  If we determine that
capitalized costs associated with any of our mineral interests are not likely to
be recovered, we would incur a writedown of our investment in these
interests.  All of these factors may result in losses in relation to
amounts spent which are not recoverable.




The
potential profitability of mineral ventures depends in part upon factors beyond
the control of our company and even if we discover and exploit mineral deposits,
we may never become commercially viable and we may be forced to cease
operations.




The
commercial feasibility of mineral properties is dependent upon many factors
beyond our control, including the existence and size of mineral deposits in the
properties we explore, the proximity and capacity of processing equipment,
market fluctuations of prices, taxes, royalties, land tenure, allowable
production, and environmental regulation.  These factors cannot be
accurately predicted and any one or a combination of these factors may result in
our company not receiving an adequate return on invested
capital.  These factors may have material and negative effects on our
financial performance and our ability to continue operations.




Mineralized material is based on
interpretation and assumptions and may yield less mineral production under
actual conditions than is currently estimated.




Unless
otherwise indicated, mineralized material presented in our filings with
securities regulatory authorities, including the SEC, press releases, and other
public statements that may be made from time to time are based upon estimates
made by our consultants.  When making determinations about whether to
advance any of our projects to development, we must rely upon such estimated
calculations as to the mineralized material on our properties.  Until
mineralized material is actually mined and processed, it must be considered an
estimate only.  These estimates are imprecise and depend on geological
interpretation and statistical inferences drawn from drilling and sampling
analysis, which may prove to be unreliable.  We cannot assure you that
these mineralized material estimates will be accurate or that this mineralized
material can be mined or processed profitably.  Any material changes
in estimates of mineralized material will affect the economic viability of
placing a property into production and such property’s return on
capital.  There can be no assurance that minerals recovered in small
scale tests will be recovered at production scale.  The mineralized
material estimates have been determined and valued based on assumed future
prices, cut-off grades, and operating costs that may prove
inaccurate.  Extended declines in market prices for gold and silver
may render portions of our mineralized material uneconomic and adversely affect
the commercial viability of one or more of our properties and could have a
material adverse effect on our results of operations or financial
condition.




The
construction of mines are subject to all of the risks inherent in
construction.




These
risks include potential delays, cost overruns, shortages of material or labor,
construction defects, and injuries to persons and property.  While we
anticipate taking all measures which we deem reasonable and prudent in
connection with the construction, there is no assurance that the risks
described above will not cause delays or cost overruns in connection with such
construction.  Any delay would postpone our anticipated receipt of
revenue and adversely affect our operations.  Cost overruns would
likely require that we obtain additional capital in order to commence
production.  Any of these occurrences may adversely affect our ability
to generate revenues and the price of our stock.


21


An adequate supply of water may not
be available to undertake mining and production at our
property.




The
amount of water that we are entitled to use from wells must be determined by the
appropriate regulatory authorities.  A determination of these rights
is dependent in part on our ability to demonstrate a beneficial use for the
amount of water that we intend to use.  Unless we are successful in
developing a property to a point where it can commence commercial production of
gold or other precious metals, we may not be able to demonstrate such beneficial
use.  Accordingly, there is no assurance that we will have access to
the amount of water needed to operate a mine at our properties.




Exploration
and exploitation activities are subject to comprehensive regulation which may
cause substantial delays or require capital outlays in excess of those
anticipated causing an adverse effect on our company.




Exploration
and exploitation activities are subject to federal, state, and local laws,
regulations, and policies, including laws regulating the removal of natural
resources from the ground and the discharge of materials into the
environment.  Exploration and exploitation activities are also subject
to federal, state, and local laws and regulations which seek to maintain health
and safety standards by regulating the design and use of drilling methods and
equipment.




Various
permits from government bodies are required for drilling operations to be
conducted, and no assurance can be given that such permits will be
received.  Environmental and other legal standards imposed by federal,
state, or local authorities may be changed and any such changes may prevent us
from conducting planned activities or increase our costs of doing so, which
would have material adverse effects on our business.  Moreover,
compliance with such laws may cause substantial delays or require capital
outlays in excess of those anticipated, thus causing an adverse effect on
us.  Additionally, we may be subject to liability for pollution or
other environmental damages which we may not be able to or elect not to insure
against due to prohibitive premium costs and other reasons.  Any laws,
regulations, or policies of any government body or regulatory agency may be
changed, applied, or interpreted in a manner which will alter and negatively
affect our ability to carry on our business.




As
we face intense competition in the mineral exploration industry, we will have to
compete with our competitors for financing and for qualified managerial and
technical employees.




Our
mineral properties are in Nevada and our competition there includes large,
established mining companies with substantial capabilities and with greater
financial and technical resources than we have.  As a result of this
competition, we may have to compete for financing and be unable to acquire
financing on terms we consider acceptable.  We may also have to
compete with the other mining companies in the recruitment and retention of
qualified managerial and technical employees.  If we are unable to
successfully compete for financing or qualified employees, our exploration
programs may be slowed down or suspended, which may cause us to cease operations
as a company.




Title to mineral
properties can be uncertain and we are at risk of loss of
ownership of one or more of
our properties.




Our
ability to explore and operate our properties depends on the validity of title
to that property.  Unpatented mining claims provide only possessory
title and their validity is often subject to contest by third parties or the
federal government, which makes the validity of unpatented mining claims
uncertain and generally more risky.  These uncertainties relate to
such things as the sufficiency of mineral discovery, proper posting and marking
of boundaries, assessment work, and possible conflicts with other claims not
determinable from descriptions of record.  We have not obtained a
title opinion on any of our properties, with the attendant risk that title to
some claims, particularly title to undeveloped property, may be
defective.  There may be valid challenges to the title to our property
which, if successful, could impair development and/or operations.  We
remain at risk that the mining claims may be forfeited either to the United
States or to rival private claimants due to failure to comply with statutory
requirements as to location and maintenance of the claims or challenges to
whether a discovery of a valuable mineral exists on every claim.




Government
regulation may adversely affect our business and planned
operations.




Mineral
exploration and development activities are subject to various laws governing
prospecting, development, taxes, labor standards and occupational health, mine
safety, toxic substances, land use, water use, land claims of local people, and
other matters.  We cannot assure you that new rules and regulations
will not be enacted or that existing rules and regulations will not be applied
in a manner which could limit or curtail our exploration or development of our
properties.


22




Legislation
has been proposed that could significantly affect the mining industry in the
United States of America.




Members
of the U.S. Congress have repeatedly introduced bills which would supplant or
alter the provisions of the Mining Law of 1872.  If enacted, such
legislation could change the cost of holding unpatented mining claims and could
significantly impact our ability to develop mineralized material on unpatented
mining claims.




A portion
of the present Cobalt Canyon Project’s land position is located on unpatented
mining claims located on U.S. federal public lands.  The rights to use
such claims are granted under the Mining Law of 1872. Unpatented mining claims
are unique property interests in the United States, and are generally considered
to be subject to greater title risk than other real property interests because
the validity of unpatented mining claims is often uncertain.  This
uncertainty arises, in part, out of the complex federal and state laws and
regulations under the 1872 Mining Law and the interaction of the 1872 Mining Law
and other federal and state laws, such as those enacted for the protection of
the environment.




In recent
years, the U.S. Congress has considered a number of proposed amendments to the
1872 Mining Law.  If adopted, such legislation could, among other
things:




·
            impose
      a royalty on the production of metals or minerals from unpatented mining
      claims;




·
            reduce
      or prohibit the ability of a mining company to expand its operations;
      and




·
            require
      a material change in the method of exploiting the reserves located on
      unpatented mining claims.




All of
the foregoing could adversely affect the economic and financial viability of
future mining operations at the Cobalt Canyon Project.  Although it is
impossible to predict at this point what any legislated royalties might be,
enactment could adversely affect the potential for development of such federal
unpatented mining claims.




Amendments
to current laws, regulations, and permits governing operations and activities of
mining and exploration companies, or more stringent implementation thereof,
could have a material adverse impact on our business and cause increases in
exploration expenses, capital expenditures, or production costs or reduction in
levels of production at producing properties or require abandonment or delays in
development of new mining properties.




Our
operating costs could be adversely affected by inflationary pressures especially
to labor, equipment, and fuel costs.




The
global economy is currently experiencing a period of high commodity prices and
as a result the mining industry is attempting to increase production at new and
existing projects, while also seeking to discover, explore and develop new
projects.  This has caused significant upward price pressures in the
costs of mineral exploration companies, especially in the areas of skilled labor
and drilling equipment, both of which are in tight supply and whose costs are
increasing.  Continued upward price pressures in our exploration costs
may have an adverse impact to our business.




We
may not have sufficient funding for exploration which may impair our
profitability and growth.




The
capital required for exploration of mineral properties is
substantial.  At some point in the future, we will need to raise
additional cash, or enter into joint venture arrangements, in order to fund the
exploration activities required to determine whether mineral deposits on our
projects are commercially viable.  New financing or acceptable joint
venture partners may or may not be available on a basis that is acceptable to
us.  Inability to obtain new financing or joint venture partners on
acceptable terms may prohibit us from continued exploration of such mineral
properties.  Without successful sale or future development of our
mineral properties through joint venture, we will not be able to realize any
profit from our interests in such properties, which could have a material
adverse effect on our financial position and results of
operations.


23




We
have no reported mineral reserves and if we are unsuccessful in identifying
mineral reserves in the future, we may not be able to realize any profit from
our property interests.




We are an
exploration stage company and have no reported mineral reserves.  Any
mineral reserves will only come from extensive additional exploration,
engineering, and evaluation of existing or future mineral
properties.  The lack of reserves on our mineral properties could
prohibit us from sale or joint venture of our mineral properties.  If
we are unable to sell or joint venture for development our mineral properties,
we will not be able to realize any profit from our interests in such mineral
properties, which could materially adversely affect our financial position or
results of operations.  Additionally, if we or partners to whom we may
joint venture our mineral properties are unable to develop reserves on our
mineral properties we may be unable to realize any profit from our interests in
such properties, which could have a material adverse effect on our financial
position or results of operations.




Severe
weather or violent storms could materially affect our operations due to damage
or delays caused by such weather.




Our
exploration activities are subject to normal seasonal weather conditions that
often hamper and may temporarily prevent exploration
activities.  There is a risk that unexpectedly harsh weather or
violent storms could affect areas where we conduct exploration
activities.  Delays or damage caused by severe weather could
materially affect our operations or our financial position.




Our
business is extremely dependent on gold, commodity prices, and currency exchange
rates over which we have no control.




Our
operations will be significantly affected by changes in the market price of gold
and other commodities since the evaluation of whether a mineral deposit is
commercially viable is heavily dependent upon the market price of gold and other
commodities.  The price of commodities also affects the value of
exploration projects we own or may wish to acquire.  These prices of
commodities fluctuate on a daily basis and are affected by numerous factors
beyond our control.  The supply and demand for gold and other
commodities, the level of interest rates, the rate of inflation, investment
decisions by large holders of these commodities, including governmental
reserves, and stability of exchange rates can all cause significant fluctuations
in prices.  Such external economic factors are in turn influenced by
changes in international investment patterns and monetary systems and political
developments.  The prices of commodities have fluctuated widely and
future serious price declines could have a material adverse effect on our
financial position or results of operations.




Fluctuating
gold prices could negatively impact our business plan.




The
potential for profitability of our gold mining operations and the value of our
mining properties are directly related to the market price of
gold.  The price of gold may also have a significant influence on the
market price of our shares.  If we obtain positive drill results and
progress one of our properties to a point where a commercial production decision
can be made, our decision to put a mine into production and to commit the funds
necessary for that purpose must be made long before any revenue from production
would be received.  A decrease in the price of gold at any time during
future exploration and development may prevent our property from being
economically mined or result in the write-off of assets whose value is impaired
as a result of lower gold prices.  The price of gold is affected by
numerous factors beyond our control, including inflation, fluctuation of the
United States dollar and foreign currencies, global and regional demand, the
purchase or sale of gold by central banks, and the political and economic
conditions of major gold producing countries throughout the
world.  The volatility of mineral prices represents a substantial risk
which no amount of planning or technical expertise can fully
eliminate.  In the event gold prices decline and remain low for
prolonged periods of time, we might be unable to develop our properties or
produce any revenue.


24




The
volatility in gold prices is illustrated by the following table, which sets
forth, for the periods indicated (calendar year), the high and low prices in
U.S. dollars per ounce of gold, based on the daily London P.M. fix.




Gold
Price per Ounce ($)





Year
                
                High
                
                
                Low1999
                
                $
                326
                
                
                $
                2532000
                
                
                312
                
                
                
                2632001
                
                
                293
                
                
                
                2562002
                
                
                349
                
                
                
                2782003
                
                
                416
                
                
                
                3202004
                
                
                454
                
                
                
                3752005
                
                
                537
                
                
                
                4112006
                
                
                725
                
                
                
                5252007
                
                
                691
                
                
                
                6082008
                
                
                1,011
                
                
                
                7132009
                
                
                1,213
                
                
                
                810




Estimates
of mineralized materials are subject to geologic uncertainty and inherent sample
variability.




Although
the estimated resources at our Cobalt Canyon Project will be delineated with
appropriately spaced drilling, there is inherent variability between duplicate
samples taken adjacent to each other and between sampling points that cannot be
reasonably eliminated.  There also may be unknown geologic details
that have not been identified or correctly appreciated at the proposed level of
delineation.  This results in uncertainties that cannot be reasonably
eliminated from the estimation process.  Some of the resulting
variances can have a positive effect and others can have a negative effect on
mining and processing operations.  Acceptance of these uncertainties
is part of any mining operation.




Our
business is dependent on key executives and the loss of any of our key
executives could adversely affect our business, future operations and financial
condition.




We are
dependent on the services of key executives, including our Chief Executive
Officer, Behzad Shayanfar, and our President, Robert F. Reuld.  The
above named officers have many years of experience and an extensive background
in the mining industry in general.  We may not be able to replace that
experience and knowledge with other individuals.  We do not have
"Key-Man" life insurance policies on any of our key executives.  The
loss of these persons or our inability to attract and retain additional highly
skilled employees may adversely affect our business, future operations, and
financial condition.




Risks
Associated with our Company




We
have incurred losses in prior periods and may incur losses in the
future.




We
incurred net losses of $298,216 for the period from inception to February 28,
2010.  We cannot be assured that we can achieve or sustain
profitability on a quarterly or annual basis in the future.  Our
operations are subject to the risks and competition inherent in the
establishment of a business enterprise.  There can be no assurance
that future operations will be profitable.  We may not achieve our
business objectives and the failure to achieve such goals would have an adverse
impact on us.


25


Our
future is dependent upon our ability to obtain financing.  If we do
not obtain such financing, we may have to cease our exploration activities and
investors could lose their entire investment.




There is
no assurance that we will operate profitably or generate positive cash flow in
the future.  We will require additional financing in order to proceed
beyond the first few months of our exploration program.  We will also
require additional financing for the fees we must pay to maintain our status in
relation to the rights to our properties and to pay the fees and expenses
necessary to become and operate as a public company.  We will
also need more funds if the costs of the exploration of the Cobalt Canyon
Project are greater than we have anticipated.  We will also require
additional financing to sustain our business operations if we are not successful
in earning revenues.  We currently do not have any arrangements for
further financing and we may not be able to obtain financing on commercially
reasonable terms or terms that are acceptable to us when it is
required.  Our future is dependent upon our ability to obtain
financing.  If we do not obtain such financing, our business could
fail and investors could lose their entire investment.




Because
we may never earn revenues from our operations, our business may fail and then
investors may lose all of their investment in our company.




We have
no history of revenues from operations.  We have yet to generate
positive earnings and there can be no assurance that we will ever operate
profitably.  Our company has a limited operating history and is in the
exploration stage.  The success of our company is significantly
dependent on the uncertain events of the discovery and exploitation of mineral
reserves on our properties or selling the rights to exploit those mineral
reserves.  If our business plan is not successful and we are not able
to operate profitably, then our stock may become worthless and investors may
lose all of their investment in our company.




Prior to
completion of the exploration and pre-feasibility and feasibility stages, we
anticipate that we will incur increased operating expenses without realizing any
revenues.  We therefore expect to incur significant losses into the
foreseeable future.  We recognize that if we are unable to generate
significant revenues from the exploration of our mineral claims in the future,
we will not be able to earn profits or continue operations.  There is
no history upon which to base any assumption as to the likelihood that we will
prove successful, and we can provide no assurance that we will generate any
revenues or ever achieve profitability.  If we are
unsuccessful in addressing these risks, our business will fail and
investors may lose all of their investment in our company.




We
are subject to new corporate governance and internal control reporting
requirements, and our costs related to compliance with, or our failure to comply
with existing and future requirements, could adversely affect our
business.




We may
face new corporate governance requirements under the Sarbanes-Oxley Act of 2002,
as well as new rules and regulations subsequently adopted by the SEC and the
Public Company Accounting Oversight Board.  These laws, rules, and
regulations continue to evolve and may become increasingly stringent in the
future.  In particular, under rules proposed by the SEC on August 6,
2006, we are required to include management's report on internal controls as
part of our annual report pursuant to Section 404 of the Sarbanes-Oxley
Act.  Furthermore, under the proposed rules, an attestation report on
our internal controls from our independent registered public accounting firm
will be required as part of our annual report for the fiscal year ending August
31, 2010.  We strive to continuously evaluate and improve our control
structure to help ensure that we comply with Section 404 of the Sarbanes-Oxley
Act.  The financial cost of compliance with these laws, rules, and
regulations is expected to remain substantial.  We cannot assure you
that we will be able to fully comply with these laws, rules, and regulations
that address corporate governance, internal control reporting, and similar
matters.  Failure to comply with these laws, rules and regulations
could materially adversely affect our reputation, financial condition, and the
value of our securities.


26


Risks
Related to an Investment in Our Securities




Our
stock is categorized as a penny stock.  Trading of our stock may be
restricted by the SEC’s penny stock regulations which may limit a shareholder’s
ability to buy and sell our stock.




Our stock
is categorized as a penny stock.  The SEC has adopted Rule 15g-9 which
generally defines “penny stock” to be any equity security that has a market
price (as defined) less than US$ 5.00 per share or an exercise price of less
than US$ 5.00 per share, subject to certain exceptions.  Our
securities are covered by the penny stock rules, which impose additional sales
practice requirements on broker-dealers who sell to persons other than
established customers and accredited investors.  The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document in a
form prepared by the SEC which provides information about penny stocks and the
nature and level of risks in the penny stock market.  The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer’s account.  The bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer’s confirmation.  In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser’s written agreement to the transaction.  These disclosure
requirements may have the effect of reducing the level of trading activity in
the secondary market for the stock that is subject to these penny stock
rules.  Consequently, these penny stock rules may affect the ability
of broker-dealers to trade our securities.  We believe that the penny
stock rules discourage investor interest in and limit the marketability of our
common stock.




FINRA sales
practice requirements may also limit a shareholder’s ability to buy and sell our
stock.




In
addition to the “penny stock” rules described above, FINRA has adopted rules
that require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer.  Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer’s financial status,
tax status, investment objectives and other information.  Under
interpretations of these rules, FINRA believes that there is a high probability
that speculative low priced securities will not be suitable for at least some
customers.  The FINRA requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock, which may
limit your ability to buy and sell our stock and have an adverse effect on the
market for our shares.




To
date, we have not paid any cash dividends and no cash dividends will be paid in
the foreseeable future.




We do not
anticipate paying cash dividends on our common stock in the foreseeable future
and we may not have sufficient funds legally available to pay
dividends.  Even if the funds are legally available for distribution,
we may nevertheless decide not to pay any dividends.  We presently
intend to retain all earnings for our operations.




A
limited public trading market exists for our common stock, which makes it more
difficult for our stockholders to sell their common stock in the public
markets.




Although
our common stock is quoted on the OTCBB under the symbol “IROG.OB,” there is a
limited public market for our common stock.  No assurance can be given
that an active market will develop or that a shareholder will ever be able to
liquidate its shares of common stock without considerable delay, if at
all.  Many brokerage firms may not be willing to effect transactions
in the securities.  Even if a purchaser finds a broker willing to
effect a transaction in these securities, the combination of brokerage
commissions, state transfer taxes, if any, and any other selling costs may
exceed the selling price.  Furthermore, our stock price may be
impacted by factors that are unrelated or disproportionate to our operating
performance.  These market fluctuations, as well as general economic,
political, and market conditions, such as recessions, interest rates, or
international currency fluctuations may adversely affect the market price and
liquidity of our common stock.




Our
common shares are not currently traded at high volume, and you may be unable to
sell at or near ask prices or at all if you need to sell or liquidate a
substantial number of shares at one time.




Our
common shares are currently traded, but currently with low or no volume, based
on quotations on the “Over-the-Counter Bulletin Board,” meaning that the number
of persons interested in purchasing our common shares at or near bid prices at
any given time may be relatively small or non-existent.  This
situation is attributable to a number of factors, including the fact that we are
a small company which is still relatively unknown to stock analysts, stock
brokers, institutional investors, and others in the investment community that
generate or influence sales volume, and that even if we came to the attention of
such persons, they tend to be risk-averse and would be reluctant to follow an
unproven company such as ours or purchase or recommend the purchase of our
shares until such time as we became more viable.  As a consequence,
there may be periods of several days or more when trading activity in our shares
is minimal or non-existent, as compared to a seasoned issuer which has a large
and steady volume of trading activity that will generally support continuous
sales without an adverse effect on share price.  We cannot give you
any assurance that a broader or more active public trading market for our common
stock will develop or be sustained, or that trading levels will be
sustained.


27




Shareholders
should be aware that, according to SEC Release No. 34-29093, the market for
“penny stocks” has suffered in recent years from patterns of fraud and
abuse.  Such patterns include (1) control of the market for the
security by one or a few broker-dealers that are often related to the promoter
or issuer; (2) manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases; (3) boiler room practices
involving high-pressure sales tactics and unrealistic price projections by
inexperienced sales persons; (4) excessive and undisclosed bid-ask differential
and markups by selling broker-dealers; and (5) the wholesale dumping of the same
securities by promoters and broker-dealers after prices have been manipulated to
a desired level, along with the resulting inevitable collapse of those prices
and with consequent investor losses.  Our management is aware of the
abuses that have occurred historically in the penny stock
market.  Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our
securities.  The occurrence of these patterns or practices could
increase the future volatility of our share price.




The
elimination of monetary liability against our directors, officers and employees
under Nevada law and the existence of indemnification rights to our directors,
officers and employees may result in substantial expenditures by our company and
may discourage lawsuits against our directors, officers and
employees.




Our
Articles of Incorporation contain a provision permitting us to eliminate the
personal liability of our directors to our company and shareholders for damages
for breach of fiduciary duty as a director or officer to the extent provided by
Nevada law.  The foregoing indemnification obligations could result in
the Company incurring substantial expenditures to cover the cost of settlement
or damage awards against directors and officers, which we may be unable to
recoup.  These provisions and resultant costs may also discourage our
company from bringing a lawsuit against directors and officers for breaches of
their fiduciary duties, and may similarly discourage the filing of derivative
litigation by our shareholders against our directors and officers even though
such actions, if successful, might otherwise benefit our company and
shareholders.




Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.




In
January 2010, we completed the sale of 4,674,200 shares of our common stock for
$0.25 per share in a private placement to several accredited
investors.  We received aggregate proceeds of $1,168,550 from the
financing.  We offered and sold the shares in reliance on Section 506
of Regulation D and/or Regulation S of the Securities Act, and comparable
exemptions for sales to "accredited" investors under state securities
laws.




Item 3.  Defaults
Upon Senior Securities.




None.




Item
4.  Reserved.




Not
applicable.




Item
5.  Other Information.




None.




28




Item
6.  Exhibits.




ExhibitNumber
              
              Name10.3
              
              Assignment
      Agreement, dated December 1, 2009, by and between the Registrant and
      Kingsmere Mining Ltd. (1)10.4
              
              Assignment
      Agreement, dated December 7, 2009, by and between the Registrant and
      Kingsmere Mining Ltd. (2)31.1
              
              Rule
      13a-14(a)/15d-14(a) Certification (Principal Executive
      Officer)31.2
              
              Rule
      13a-14(d)/15d-14(d) Certification (Principal Financial
      Officer)32
              
              Section
      1350 Certifications





(1)
              Incorporated
      by reference to the Registrant’s Current Report on Form 8-K as filed with
      the SEC on December 7, 2009.


(2)
              Incorporated
      by reference to the Registrant’s Current Report on Form 8-K as filed with
      the SEC on December 16,
2009.


29


SIGNATURES




In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Company caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.





IRONWOOD
      GOLD CORP.
              (Registrant)Date: April
      12, 2010
            By:
            /s/ Behzad ShayanfarBehzad
      Shayanfar, Chief Executive Officer
              (Principal
      Executive Officer)Date: April
      12, 2010
            By:
            /s/ Robert J. ReuklRobert
      J. Reukl, President and Chief Financial Officer
              (Principal
      Financial Officer)


30