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: May 31, 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 July 13, 2010Common
      stock, $.001 par value
            
            87,749,200








IRONWOOD
GOLD CORP.


FORM
10-Q




May
31, 2010





INDEX


PAGEPART
      I—FINANCIAL INFORMATION
                  
                  3Item
      1.  Financial Statements
                  
                  3Condensed
      Balance Sheets as of May 31, 2010 (Unaudited) and August 31, 2009
      (Audited)
                  
                  3Condensed
      Statements of Operations for the three- and nine-month periods ended May
      31, 2010 and 2009 and for the period from January 18, 2007 (inception) to
      May 31, 2010 (Unaudited)
                  
                  4Condensed
      Statements of Cash Flows for the nine-month periods ended May 31, 2010 and
      2009 and for the period from January 18, 2007 (inception) to May 31, 2010
      (Unaudited)
                  
                  5Condensed
      Statements of Stockholders’ Deficiency (Unaudited) at January 18, 2007
      (inception), at August 31, 2007, at August 31, 2008, at August 31, 2009,
      and at May 31, 2010
                  
                  6Notes
      to Financial Statements
                  
                  7Item
      2.  Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                  
                  15Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk
                  
                  18Item
      4.  Controls and Procedures
                  
                  18PART
      II—OTHER INFORMATION
                  
                  20Item
      1.  Legal Proceedings
                  
                  20Item
      1A.  Risk Factors
                  
                  20Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
                  
                  20Item
      3.  Defaults Upon Senior Securities
                  
                  20Item
      4.  Reserved
                  
                  20Item
      5.  Other Information
                  
                  20Item
      6.  Exhibits
                  
                  20Signature
      Page
                  
                  21CertificationsExhibit
      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.




2


PART I—FINANCIAL INFORMATION




Item
1.  Financial Statements.




Ironwood
Gold Corp.


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Balance
Sheets


(Unaudited)




As of
                      May 31, 2010
                    
                    
                    As of
                      August 31, 2009
                      (Audited)AssetsCurrentCash
      and cash equivalents
                    
                    $
                    190,667
                    
                    
                    $
                    278Mineral properties(Notes 2 and 3)
                    
                    
                    1,194,575
                    
                    
                    
                    -1,385,242
                    
                    
                    
                    278LiabilitiesCurrentAccounts
      payable and accrued liabilities (Note 4)
                    
                    
                    36,240
                    
                    
                    
                    17,775Payable
      for mineral property
                    
                    
                    525,000
                    
                    
                    
                    -Due
      to related party (Note 6)
                    
                    
                    6,862
                    
                    
                    
                    6,862568,102
                    
                    
                    
                    24,637Stockholders’
      deficiencyCommon stock (Note
      )Authorized500,000,000
      common shares, par value $0.001Issued
      and outstanding31
      May 2010 – 87,749,200 common shares31
      August 2009 – 48,500,000 common shares
                    
                    
                    87,749
                    
                    
                    
                    48,500Capital
      in excess of par value
                    
                    
                    1,189,176
                    
                    
                    
                    36,950Deficit
                    
                    
                    (459,785
                    )
                    
                    
                    (109,809
                    )817,140
                    
                    
                    
                    (24,359
                    )$
                    1,385,242
                    
                    
                    $
                    278




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 Operations


(Unaudited)




For
      the
                  three-month
                  period
      ended
                  May
      31, 2010
              
              
              For
      the
                  three-month
                  period
      ended
                  May
      31, 2009
              
              
              For
      the
                  nine-month
                  period
      ended
                  May
      31, 2010
              
              
              For
      the
                  nine-month
                  period
      ended
                  May
      31, 2009
              
              
              For
      the period
                  from
      the date of
                  inception
      on
                  January
      18, 2007
                  to
      May 31, 2010ExpensesAccounting
      and audit
              
              $
              17,825
              
              
              $
              500
              
              
              $
              44,175
              
              
              $
              1,500
              
              
              
              54,675Bank
      charges
              
              
              285
              
              
              
              20
              
              
              
              770
              
              
              
              60
              
              
              
              1,155Consulting
              
              
              68,057
              
              
              
              1,050
              
              
              
              113,057
              
              
              
              3,150
              
              
              
              141,332Exploration
      (Note 2)
              
              
              21,379
              
              
              
              -
              
              
              
              32,755
              
              
              
              -
              
              
              
              42,755Filing
      fees
              
              
              1,171
              
              
              
              262
              
              
              
              5,032
              
              
              
              788
              
              
              
              9,729Investor
      relations
              
              
              1,770
              
              
              
              -
              
              
              
              4,355
              
              
              
              -
              
              
              
              4,355Legal
              
              
              44,823
              
              
              
              -
              
              
              
              86,928
              
              
              
              -
              
              
              
              91,571Management
      fees (Notes 7, 8 and 10)
              
              
              -
              
              
              
              3,000
              
              
              
              2,000
              
              
              
              9,000
              
              
              
              33,000Office
      and miscellaneous expenses
              
              
              -
              
              
              
              481
              
              
              
              801
              
              
              
              1,828
              
              
              
              8,484Rent
      (Notes 7, 8 and 10)
              
              
              -
              
              
              
              900
              
              
              
              900
              
              
              
              2,700
              
              
              
              10,200Transfer
      agent
              
              
              170
              
              
              
              -
              
              
              
              1,682
              
              
              
              2,049
              
              
              
              5,008Travel
              
              
              6,089
              
              
              
              -
              
              
              
              57,521
              
              
              
              -
              
              
              
              57,521Net
      loss for the period
              
              
              (161,569
              )
              
              
              (6,213
              )
              
              
              (349,976
              )
              
              
              (21,075
              )
              
              
              (459,785
              )Basic
      and diluted loss per common share
              
              
              (0.00
              )
              
              
              (0.00
              )
              
              
              (0.00
              )
              
              
              (0.00
              )Weighted
      average number of common shares used in per share
    calculations
              
              $
              87,749,200
              
              
              $
              48,500,000
              
              
              $
              78,940,918
              
              
              $
              48,500,000





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 Cash Flows


(Unaudited)




For
      the
                  nine-month
                    period
      ended
                    May
      31, 2010
                
                
                For
      the
                  nine-month
                    period
      ended
                    May
      31, 2009
                
                
                For
      the period
                    from
      the date of
                    inception
      on
                    January
      18, 2007
                    t0
      May 31, 2010Cash
      flows used in operating activitiesNet
      loss for the period
                
                $
                (349,976
                )
                
                $
                (21,075
                )
                
                $
                (459,785
                )Adjustments
      to reconcile loss to net cash usedby
      operating activitiesContributions
      to capital by related party – expenses (Notes 7, 8 and 10)
                
                
                3,350
                
                
                
                13,050
                
                
                
                48,300Changes
      in operating assets and liabilitiesPayable
      for mineral property
                
                
                525,000
                
                
                
                -
                
                
                
                525,000Increase
      in accounts payable and accrued liabilities
                
                
                18,465
                
                
                
                2,125
                
                
                
                36,240196,839
                
                
                
                (5,900
                )
                
                
                149,755Cash
      flows used in investing activitiesAcquisition
      of mineral property interest (Note 3)
                
                
                (645,000
                )
                
                
                -
                
                
                
                (645,000
                )Cash
      flows from financing activitiesIncrease
      in due to related party (Notes 7, 8 and 10)
                
                
                -
                
                
                
                291
                
                
                
                6,862Common
      shares issued for cash (Note 8)
                
                
                638,550
                
                
                
                -
                
                
                
                679,050638,550
                
                
                
                291
                
                
                
                685,912Increase
      (decrease) in cash and cash equivalents
                
                
                190,389
                
                
                
                (5,609
                )
                
                
                190,667Cash
      and cash equivalents, beginning of period
                
                
                278
                
                
                
                6,513
                
                
                
                -Cash
      and cash equivalents, end of period
                
                $
                190,667
                
                
                $
                904
                
                
                $
                190,667Supplemental
      Disclosures with Respectto Cash Flows(Note 10)




The
accompanying notes are an integral part of these financial
statements.
  5
  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 18 January 2007 (inception)Issuance
      of common shares for cash – 8 August 2007 (Note 8)
                
                $
                100,000,000
                
                
                $
                100,000
                
                
                $
                (98,000
                )
                
                $
                -
                
                
                $
                2,000Issuance
      of common shares for cash – 31 August 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 18 January 2007 (date of inception) to 31
      August 2007
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (27,074
                )
                
                
                (27,074
                )Balance
      at 31 August 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 31 August 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 31 August 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 28 October 2009 (Note
8)
                
                
                17,075,000
                
                
                
                17,075
                
                
                
                -
                
                
                
                -
                
                
                
                17,075Common
      shares issued for mineral property 30 November 2009 (Note
    8)
                
                
                500,000
                
                
                
                500
                
                
                
                -
                
                
                
                -
                
                
                
                500Common
      shares issued for mineral property 1 December 2009 (Note
      8)
                
                
                10,000,000
                
                
                
                10,000
                
                
                
                -
                
                
                
                -
                
                
                
                10,000Common
      shares issued for mineral property 7 December 2009 (Note
      8)
                
                
                7,000,000
                
                
                
                7,000
                
                
                
                -
                
                
                
                -
                
                
                
                7,000Share
      issues for subscriptions received in advance – 13 January
    2010
                
                
                298,200
                
                
                
                298
                
                
                
                (298
                )
                
                
                -
                
                
                
                -Issuance
      of common shares for cash – 13 January 2010 (Note 8)
                
                
                2,316,000
                
                
                
                2,316
                
                
                
                576,684
                
                
                
                -
                
                
                
                579,000Share
      issue costs
                
                
                -
                
                
                
                -
                
                
                
                (15,000
                )
                
                
                -
                
                
                
                (15,000
                )Common
      shares issued for debt used to acquire mineral property - 13 January 2010
      (Note 3 and 8)
                
                
                2,060,000
                
                
                
                2,060
                
                
                
                512,940
                
                
                
                -
                
                
                
                515,000Net
      loss for the period
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (349,976
                )
                
                
                (349,976
                )Balance
      at 31 May 2010
                
                $
                87,749,200
                
                
                $
                87,749
                
                
                $
                1,189,176
                
                
                $
                (459,785
                )
                
                $
                817,140




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 Enterprises,” and Industry Guide 7 of the
Securities and 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 May 31, 2010 and for the nine-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 nine-month period of $349,976
(2009 – $21,075, cumulative – $459,785) and has working capital deficit of
$377,435 at May 31, 2010 (August 31, 2009 - $24,359).




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 (“GAAP”)
applicable to exploration stage enterprises.




Cash
and cash equivalents




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




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




7


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 exploration and 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.




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.


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





8




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.




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.




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.


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




9




3.
              Mineral
      Properties




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 17,075,000 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 (Notes 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 (Notes 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.




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
accompanying notes are an integral part of these financial
statements.




10




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 nine months ending May 31, 2010 the Company repaid in full the demand loan
issued on October 1, 2009.  The balance owing as of May 31, 2010 was
$Nil (2009 – $Nil).




6.
              Due
      to related parties




As of May
31, 2010, former officers and directors had advanced a no interest demand loan
of $6,862 (2009 $6,829) to settle outstanding debts (Note 7).




7.
              Related
      Party Transactions




During
the nine-month period ended May 31, 2010, an officer and director of the Company
made contributions to capital for management fees in the amount of $2,000 (2009
– $9,000, cumulative – $33,000), rent in the amount of $900 (2009 – $2,700,
cumulative – $10,200) and for  telephone expenses $450 (2009 - $nil,
cumulative $450) (Notes 8 and 10).




During
the nine-month period ended May 31, 2010, no loans were provided by officers and
directors of the Company (2009 – $291) (Note 6).




On 28
October 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 (Notes 3 and 8).




At May
31, 2010, directors and officers of the Company owned 2.9%, 2,515,810 of the
outstanding common shares and 100% 5,000,000 of the outstanding
Options.




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.




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




11




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 (Notes 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).




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 of the $1,025,000 owed KML under the mineral
property acquisition agreements (Note 3).




During
the nine-month period ended May 31, 2010, an officer and director of the Company
made contributions to capital for management fees in the amount of $2,000 (2009
– $9,000, cumulative – $33,000), rent in the amount of $900 (2009 – $2,700,
cumulative – $10,200) and for telephone expenses $450 (2009 - $nil, cumulative
$450) (Notes 7 and 10).




Stock
Options




The
Company has a stock option plan (the “Plan”) whereby the Board of Directors (the
“Board”) is authorized to grant options to a rolling ceiling of 10% of the
issued and outstanding common shares of the Company.




Options
to purchase common shares have been granted to directors at exercise prices
determined by the Board by reference to the fair market value on the date of the
grant.  The terms of the option and the option price are determined by the
Board at the time of grant, subject to the terms of the Plan.  Options
awarded have a maximum term of ten years after the date of the
grant.




On April
20, 2010, the Company granted an aggregate of 6,250,000 incentive options to
various directors and officers of the Company.  The options vest evenly, at
the end of each calendar quarter, over five years beginning on June 30,
2010.  The exercise price of the options is $0.31 each and they are
exercisable until April 20, 2020.  No options were vested at the end of the
quarter ended May 31, 2010.




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




12




Stock-based
compensation expense


Options
granted to directors and officers of the Company will be accounted for using the
Black-Scholes option pricing model and recoded as the options vest.  As no
options had vested at the end of the quarter ended May 31, 2010, no stock based
compensation was recorded.


9.
              Income
      Taxes




The
Company has losses carried forward for income tax purposes to May 31,
2010.  There are no current or deferred tax expenses for the period ended
May 31, 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
                    nine-month
                      period ended
                      May 31, 2010
                  
                  
                  For the
                    nine-month
                      period ended
                      May 31, 2009Refundable
      federal tax asset attributable to:Current
      operations
                  
                  $
                  118,992
                  
                  
                  $
                  7,166Contributions
      to capital by related party
                  
                  
                  (986
                  )
                  
                  
                  (3,978
                  )Less:
      Change in valuation allowance
                  
                  $
                  (118,006
                  )
                  
                  $
                  (3,188
                  )Net
      refundable amount
                  
                  
                  -
                  
                  
                  
                  -




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




As of
                    May 31, 2010
                
                
                As of
                  August 31, 2009
                    (Audited)Net
      operating loss carryforward
                
                $
                459,785
                
                
                $
                69,509Statutory
      federal income tax rate
                
                
                34
                %
                
                
                34
                %Effective
      income tax rate
                
                
                0
                %
                
                
                0
                %Deferred
      tax asset
                
                
                141,639
                
                
                
                23,633Less:
      Valuation allowance
                
                
                (141,639
                )
                
                
                (23,633
                )Net
      deferred tax asset
                
                
                -
                
                
                
                -




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




The
accompanying notes are an integral part of these financial
statements.
  13




As of May
31, 2010, the Company has an unused net operating loss carry forward balance of
approximately $459,785 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
                    nine-month
                    period ended
                    May 31, 2010
                  
                  
                  For the
                    nine-month
                    period ended
                    May 31, 2010Cash
      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 (Notes 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 (Notes 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 (Notes 7 and 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
(Notes 3 and 8).




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 (Notes 3 and
8).




During
the nine-month period ended May 31, 2010, an officer and director of the Company
made contributions to capital for management fees in the amount of $2,000 (2009
– $9,000, cumulative – $33,000), rent in the amount of $900 (2009 – $2,700,
cumulative – $10,200) and for  telephone expenses $450 (2009 - $nil,
cumulative $450) (Notes 7 and 8).




11.
              Subsequent
      events




There are
no subsequent events during the period from the period ended May 31, 2010 to the
date the financial statements were issued.




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




14


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.  We do not plan to conduct any exploration work on the Arjun
Claim going forward as we are now focused on our opportunities in North
America.




On
October 6, 2009, our two former directors gifted back to treasury for
cancellation a total of 1,800,000 (90,000,000 post split) restricted common
shares.  The cancellation of these share resulted in the issued and
outstanding share capital being reduced to 970,000 (48,500,000 post split)
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 17,075,000 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. The Company has a work program planned
for the Cobalt properties, based onthe 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 valueof the properties at this
point.




15


On
December 1, 2009, we entered into an assignment agreement (the “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
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. The Company is working onthe 43-101 compliant technical report
on the Haystack propertyand has determined that there is no impairment in valueof the property
at this
point.




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. The Company has a work program planned
for the Rock Creek property, based onthe 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 valueof the property at this
point.




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




Critical
Accounting Policies




The
preparation of financial statements in conformity with United States generally
accepted accounting principles (“GAAP”) 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 GAAP.  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 May 31, 2010, there have been no material
changes or updates to our critical accounting policies.




16


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 nine-month periods ended May 31, 2010 and 2009




During
the three- and nine-month periods ended May 31, 2010 and 2009, we earned no
revenues.




For the
three-month periods ended May 31, 2010 and 2009, we incurred a loss of $161,569
and $6,213, respectively.  For the nine-month periods ended May 31, 2010
and 2009, we incurred a loss of $349,976 and $21,075, respectively.  The
increases for the three- and nine-month periods ended May 31, 2010 and 2009 are
largely attributed to increases in accounting and audit expenses, consulting
expenses, exploration expenses, legal expenses, and travel
expenses.




Period
from inception, January 18, 2007 to May 31, 2010




Since
inception, we have an accumulated deficit during the development stage of
$459,785.




Liquidity
and Capital Resources




As of May
31, 2010, we had $190,667 in cash and cash equivalents and a working capital
deficiency of $377,435, including $525,000 payable for mineral properties. 
During the three- and nine-month periods ended May 31, 2010, our primary sources
of cash were from issuance of shares of our common stock for both cash and
debt.  We are currently seeking further financing and we believe that will
provide sufficient working capital to fund our operations for at least the next
six months.  Changes in our operating plans, increased expenses,
acquisitions, or other events, may cause us to seek additional equity or debt
financing in the future.




For the
nine months ended May 31, 2010, we received net cash of $196,839 in operations
and used net cash of $645,000 in investing activities.  Net cash from
operating activities reflected an increase in payable for mineral property and
an increase in accounts payable and accrued liabilities of $525,000 and $18,465,
respectively.  Net cash used in investing activities reflected the
acquisition of a mineral property interest.




For the
nine-month period ended May 31, 2010, we raised $638,500 from the issuance of
common stock.




Our
current cash requirements are significant due to planned exploration and
development of current projects.  We anticipate beginning to drill on our
mineral properties in the next 3 months.  Accordingly, we expect to
continue to use debt and equity financing to fund operations for the next twelve
months, as we look to expand our asset base and fund exploration and development
of our properties.




Our
management believes that we should be able to raise sufficient amounts of
working capital through debt or equity offerings, as may be required to meet our
short-term obligations.  In order to execute on our business strategy, we
will require additional working capital, commensurate with the operational needs
of our planned drilling projects and obligations.  Such working capital
will most likely be obtained through equity or debt financings until such time
as we reach the production stage.  There are no assurances that we will be
able to raise the required working capital on terms favorable, or that such
working capital will be available on any terms when needed.




Off-Balance
Sheet Transactions




There are
no off-balance sheet transactions.




17


Contractual
Obligations




We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), 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 Exchange Act 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
Rules 13a-15(e) or 15d-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 (the
“SEC”) 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.




·
              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 material 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 Audit 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.  Appointing independent members and using the
services of an expert on the Audit 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.




18


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 May 31, 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.




19


PART II—OTHER INFORMATION




Item
1.  Legal Proceedings.




None.




Item
1A.  Risk Factors.




Not
applicable.




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




None.




Item 3. 
Defaults Upon Senior Securities.




None.




Item
4.  Reserved.




Not applicable.




Item 5.  Other Information.




None.




Item
6.  Exhibits.




Exhibit
      Number
            
            Name10.1
            
            Ironwood
      Gold Corp. 2010 Equity Incentive Plan (1)10.2
            
            Form
      of Non-Qualified Stock Option Agreement for 2010 Equity Incentive Plan
      (1)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 May 3, 2010.


20


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:
      July 13, 2010
            By:
            /s/
      Behzad ShayanfarBehzad
      Shayanfar, Chief Executive Officer
              (Principal
      Executive Officer)Date: July
      13, 2010
            By:
            /s/
      Robert J. ReuklRobert
      J. Reukl, President and Chief Financial Officer
              (Principal
      Financial Officer)





21