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: November 30, 2010





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





Commission
File Number:   000-53267





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 January
      11,2011Common
      stock, $.001 par value
            
            83,199,200








IRONWOOD
GOLD CORP.


FORM
10-Q





INDEX


PAGEPART
      I—FINANCIAL INFORMATIONItem
      1.  Financial Statements
                    
                    1Condensed
      Balance Sheets as of November 30, 2010 (Unaudited) and August 31, 2010
      (Audited)
                    
                    1Condensed
      Statements of Operations for the three month periods ended November 30,
      2010 and 2009 and for the period from January 18, 2007 (inception) to
      November 30, 2010 (Unaudited)
                    
                    2Condensed
      Statements of Cash Flows for the three month periods ended November 30,
      2010 and 2009 and for the period from January 18, 2007 (inception) to
      November 30, 2010 (Unaudited)
                    
                    3Notes
      to Financial Statements
                    
                    4Item
      2.  Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                    
                    16Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk
                    
                    20Item
      4.  Controls and Procedures
                    
                    20PART
      II—OTHER INFORMATION
                    
                    22Item
      1.  Legal Proceedings
                    
                    22Item
      1A.  Risk Factors
                    
                    22Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
                    
                    22Item
      3.  Defaults Upon Senior Securities
                    
                    22Item
      4.  Removed and Reserved
                    
                    22Item
      5.  Other Information
                    
                    22Item
      6.  Exhibits
                    
                    22Signature
      Page
                    
                    24CertificationsExhibit
      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, 2010, filed on November
30, 2010.




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


(An
Exploration Stage Company)


Balance
Sheets





As
      at
                                        30
      November
                                        2010
                                        (Unaudited)
                                      
                                      
                                      As
      at
                                        31
      August2010
                                        (Audited)$
                                      
                                      
                                      $AssetsCurrentCash
      and cash equivalents
                                      
                                      
                                      89,535
                                      
                                      
                                      
                                      201,068Mineral properties(Note
      2 and 3)
                                      
                                      
                                      577,575
                                      
                                      
                                      
                                      1,194,575667,110
                                      
                                      
                                      
                                      1,395,643LiabilitiesCurrentAccounts
      payable and accrued expenses (Note 4)
                                      
                                      
                                      250,733
                                      
                                      
                                      
                                      144,905Payable
      for mineral property
                                      
                                      
                                      525,000
                                      
                                      
                                      
                                      525,000Due
      to related parties (Note 5)
                                      
                                      
                                      37,877
                                      
                                      
                                      
                                      100,000813,610
                                      
                                      
                                      
                                      769,905Stockholders’
      deficiencyCommon stock (Note
      7)Authorized500,000,000
      common shares, par value $0.001Issued
      and outstanding30
      November 2010 – 83,199,200 common shares31
      August 2010 – 76,799,200 common shares
                                      
                                      
                                      83,199
                                      
                                      
                                      
                                      76,799Capital
      in excess of par value
                                      
                                      
                                      1,893,766
                                      
                                      
                                      
                                      1,490,146Subscriptions
      received
                                      
                                      
                                      30,000
                                      
                                      
                                      
                                      -Deficit
                                      
                                      
                                      (2,153,465
                                      )
                                      
                                      
                                      (941,207
                                      )(146,500
                                      )
                                      
                                      
                                      625,738667,110
                                      
                                      
                                      
                                      1,395,643





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


1


Ironwood
Gold Corp


(An
Exploration Stage Company)


Statements
of Operations
 (Unaudited)





For
      the three
                            months
      ended
                            30
      November
                            2010
                          
                          
                          For
      the three
                            months
      ended
                            30
      November
                            2009
                          
                          
                          For
      the period
                            from
      the date of
                            inception
      on 18
                            January
      2007 to
                            30
      November 2010$
                          
                          
                          $
                          
                          
                          $ExpensesAccounting
      and audit
                          
                          
                          24,350
                          
                          
                          
                          10,500
                          
                          
                          
                          99,776Advertising
      and promotion
                          
                          
                          970
                          
                          
                          
                          -
                          
                          
                          
                          970Bank
      charges
                          
                          
                          876
                          
                          
                          
                          45
                          
                          
                          
                          2,433Consulting
      (Note 6)
                          
                          
                          47,500
                          
                          
                          
                          5,000
                          
                          
                          
                          175,275Exploration
      (Note 2 and 3)
                          
                          
                          358,132
                          
                          
                          
                          10,000
                          
                          
                          
                          755,249Filing
      fees
                          
                          
                          1,486
                          
                          
                          
                          250
                          
                          
                          
                          11,885Investor
      relations
                          
                          
                          13,862
                          
                          
                          
                          -
                          
                          
                          
                          29,151Legal
                          
                          
                          42,467
                          
                          
                          
                          29,405
                          
                          
                          
                          144,346Management
      fees (Notes 6, 7 and 9)
                          
                          
                          -
                          
                          
                          
                          2,000
                          
                          
                          
                          33,000Office
      and miscellaneous expenses
                          
                          
                          188
                          
                          
                          
                          450
                          
                          
                          
                          10,267Rent
      (Notes 6, 7 and 9)
                          
                          
                          -
                          
                          
                          
                          900
                          
                          
                          
                          10,200Stock
      based compensation
                          
                          
                          95,020
                          
                          
                          
                          -
                          
                          
                          
                          185,040Transfer
      agent
                          
                          
                          2,251
                          
                          
                          
                          100
                          
                          
                          
                          7,389Travel
                          
                          
                          8,156
                          
                          
                          
                          -
                          
                          
                          
                          71,484Impairment
      loss on mineral property (Note 3)
                          
                          
                          617,000
                          
                          
                          
                          -
                          
                          
                          
                          617,000Net
      loss for the period
                          
                          
                          (1,212,258
                          )
                          
                          
                          (58,650
                          )
                          
                          
                          (2,153,465
                          )Basic
      and diluted loss per common share
                          
                          
                          (0.02
                          )
                          
                          
                          (0.00
                          )Weighted
      average number of common shares  - Basic and
    diluted
                          
                          
                          80,671,728
                          
                          
                          
                          51,289,402





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


2


Ironwood
Gold Corp


(An
Exploration Stage Company)


Statements
of Cash Flows
 (Unaudited)





For the three
                                  months ended
                                  30 November
                                  2010
                                
                                
                                For the three
                                  months ended
                                  30 November
                                  2009
                                
                                
                                For the period
                                  from the date of
                                  inception on 18
                                  January 2007 to
                                  30 November
                                  2010$
                                
                                
                                $
                                
                                
                                $Cash
      flows used in operating activitiesNet
      loss for the period
                                
                                
                                (1,212,258
                                )
                                
                                
                                (58,650
                                )
                                
                                
                                (2,153,465
                                )Adjustments
      to reconcile loss to net cash used by operating activitiesImpairment
      loss on mineral property acquisition costs (Note 3)
                                
                                
                                617,000
                                
                                
                                
                                -
                                
                                
                                
                                617,000Contributions
      to capital by related party – expenses (Notes 6, 7 and 9)
                                
                                
                                -
                                
                                
                                
                                3,350
                                
                                
                                
                                48,300Stock
      based compensation
                                
                                
                                95,020
                                
                                
                                
                                -
                                
                                
                                
                                185,040Changes
      in operating assets and liabilitiesPayable
      for mineral property
                                
                                
                                -
                                
                                
                                
                                560,000
                                
                                
                                
                                525,000Increase
      in accounts payable and accrued expenses
                                
                                
                                143,705
                                
                                
                                
                                52,755
                                
                                
                                
                                288,610Net
      cash flows used in operating activities
                                
                                
                                (356,533
                                )
                                
                                
                                557,455
                                
                                
                                
                                (489,515
                                )Cash
      flows used in investing activitiesAcquisition
      of mineral property interest (Note 3)
                                
                                
                                -
                                
                                
                                
                                (577,575
                                )
                                
                                
                                (645,000
                                )Net
      cash flows used in investing activities
                                
                                
                                -
                                
                                
                                
                                (577,575
                                )
                                
                                
                                (645,000
                                )Cash
      flows from financing activitiesDemand
      loan (Note 5)
                                
                                
                                (100,000
                                )
                                
                                
                                2,500
                                
                                
                                
                                -Common
      shares issued for cash (Note 7)
                                
                                
                                315,000
                                
                                
                                
                                17,575
                                
                                
                                
                                1,194,050Subscriptions
      received (Note 7)
                                
                                
                                30,000
                                
                                
                                
                                74,550
                                
                                
                                
                                30,000Net
      cash flows provided by financing activities
                                
                                
                                245,000
                                
                                
                                
                                94,625
                                
                                
                                
                                1,224,050Increase
      (decrease) in cash and cash equivalents
                                
                                
                                (111,533
                                )
                                
                                
                                74,505
                                
                                
                                
                                89,535Cash
      and cash equivalents, beginning of period
                                
                                
                                201,068
                                
                                
                                
                                278
                                
                                
                                
                                -Cash
      and cash equivalents, end of period
                                
                                
                                89,535
                                
                                
                                
                                74,783
                                
                                
                                
                                89,535Supplemental Disclosures with
      Respect to Cash Flows (Note 9)





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


3





Ironwood
Gold Corp


(An
Exploration Stage Company)


Notes to
Financial Statements


30 November 2010





1.
            Nature
      of Operations and Going Concern





The
Company, Ironwood Gold Corp. (formerly Suraj Ventures, Inc.), was incorporated
under the laws of the State of Nevada on 18 January 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 6 October 2009, the Company formed a wholly-owned
subsidiary in the State of Nevada named “Ironwood Gold Corp”. On 8 October
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. The Company is devoting all of its
present efforts in securing and establishing a new business, and its planned
principal operations have not commenced, and, accordingly, no revenue has been
derived during the exploration stage.




These
interim 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. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the three
months ended November 30, 2010, are not necessarily indicative of the results
that can be expected for the year ending August 31, 2011.




Going
Concern




These
financial statements as at 30 November 2010, and for the three months 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 three months of $1,212,258 (2009 –
$58,650, cumulative – $2,153,465) and has working capital deficit of $724,075 at
30 November 2010 (31 August 2010 - $568,837).




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 31 August 2011. 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).


4





Ironwood
Gold Corp


(An
Exploration Stage Company)


Notes to
Financial Statements


30 November 2010





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 expenses 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
18 January 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. 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.


5





Ironwood
Gold Corp


(An
Exploration Stage Company)


Notes to
Financial Statements


30 November 2010




Long-lived
assets




The
carrying value of long-lived assets, including mineral property costs, 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
of 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.




Derivative
financial instruments




The
Company has not, to the date of these financial statements, entered into
derivative instruments.




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.  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 presents 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. 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.





Reclassifications





Certain
prior period amounts have been reclassified to conform with current period
presentation.




6




Ironwood
Gold Corp


(An
Exploration Stage Company)


Notes to
Financial Statements


30 November 2010




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





Cobalt
Canyon Gold Project





On 28
October 2009, the Company entered into an acquisition agreement (the
“Acquisition Agreement”) with Kingsmere Mining Ltd. (“KML”) and Ironwood Mining
Corp. (“IMC”) 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”). The acquisition agreement calls for cash payments of $755,000 and
the issuance of an aggregate of 17,075,000 shares of our common stock (Note 7)
and the completion of exploration expenditures of $2,800,000 as detailed below.
Previously, Gold Canyon Partners LLP (“GC”) and KML entered into an option
agreement (the “Option Agreement”) dated 31 January 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 15 April 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.





Payments
                      $
                    
                    
                    Shares
                    
                    
                    Exploration
                      Expenditures
                      $2009
                    
                    
                    465,000
                    
                    
                    
                    17,075,000
                    
                    
                    
                    -2010
                    
                    
                    50,000
                    
                    
                    
                    -
                    
                    
                    
                    250,0002011
                    
                    
                    80,000
                    
                    
                    
                    -
                    
                    
                    
                    350,0002012
                    
                    
                    100,000
                    
                    
                    
                    -
                    
                    
                    
                    450,0002013-2019
                    
                    
                    75,000
                    
                    
                    
                    -
                    
                    
                    
                    1,750,000755,000
                    
                    
                    
                    17,075,000
                    
                    
                    
                    2,800,000





On 30
November 2009 the Company entered into a purchase agreement with KML whereby the
Company acquired certain rights in an additional 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). On August 26, 2010, KML agreed to the
cancellation of 14,950,000 shares (Note 7), including these 500,000
shares.




7





Ironwood
Gold Corp


(An
Exploration Stage Company)


Notes to
Financial Statements


30 November 2010





The
Company has commenced the work program planned for the Cobalt properties, based
on the recommended exploration program identified in the 43-101 compliant
technical report on the properties, and to date has made exploration
expenditures of approximately $328,000 on the property and has determined that
there is no impairment in value of the properties at this point.





Haystack
Property and Rock Creek Properties





On 1
December 2009 the Company entered into an assignment agreement (the “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
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 26 October 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. On August 26, 2010 KML
agreed to the cancellation of 14,950,000 shares (Note 7), including these
8,500,000 shares.





On 7
December 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 26 October 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. On August 26, 2010 KML agreed to the cancellation of 14,950,000 shares
(Note 7), including these 5,950,000 shares.





The
Company was working on 43-101 compliant technical reports on both the Haystack
and Rock Creek properties and had completed exploration related expenditures of
approximately $175,000 on the Haystack and $283,000 on the Rock Creek properties
when on November 24, 2010, Teck provided written notice that they had
unilaterally terminated the Assignment Agreements. We disputed this unilateral
termination due to force majeure events we suffered and believed that we had
exceeded our obligations given the force majeure events we experienced. However,
due to the ongoing dispute and the fact that we were not allowed access to those
properties, the Company performed an impairment analysis and determined that the
related acquisition costs for the Haystack and Rock Creek properties were
impaired. Therefore, an impairment loss of $617,000 representing the Company’s
total investment in the Haystack and Rock Creek properties was recorded on
November 30, 2010.





4.
            Accounts
      Payable and Accrued Expenses





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




8





Ironwood
Gold Corp


(An
Exploration Stage Company)


Notes to
Financial Statements


30 November 2010





5.
            Due
      to related parties





At 30
November 2010 the Company owed $Nil (31 August 2010 - $100,000) to a corporation
that is a shareholder of the Company. The amount was repaid on 3 September
2010.





6.
            Related
      Party Transactions





During
the three months ended 30 November 2010, a corporation that is a shareholder of
the Company provided accounting and consulting services to the Company in the
amount of $37,500 (2010 - $10,000).





During
the three months ended 30 November 2010, an officer and director of the Company
made contributions of $Nil to capital, consisting of management fees in the
amount of $Nil (three months ended 30 November 2009 – $3,000, cumulative –
$33,000), rent in the amount of $Nil (three months ended 30 November 2009 –
$900, cumulative – $10,200) and for telephone expenses $Nil (three months ended
30 November 2009 - $450, cumulative $5,100) (Note 9).





7.
            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 83,199,200 common shares with a par
value of $0.001 per common share.





On 8
August 2007, Company completed a private placement consisting of 100,000,000
post split common shares sold to directors and officers for a total
consideration of $2,000.





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





On
October 26, 2009, two 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 from 2,770,000 (138,500,000 post
split) common shares to 970,000 (48,500,000 post split) common shares before the
forward split of the common shares on October 27, 2009.





Effective
27 October 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 a retroactive
basis.





On 28
October 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 6).





On 30
November 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. On August 26, 2010, KML agreed to the cancellation
of these 500,000 shares (Note 3).


9





Ironwood
Gold Corp


(An
Exploration Stage Company)


Notes to
Financial Statements


30 November 2010





On 1
December 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.
On August 26, 2010, KML agreed to the cancellation of 8,500,000 of these shares
(Note 3).





On 7
December 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. On August 26, 2010, KML agreed to the cancellation of 5,950,000 of these
shares (Note 3).





On 13
January 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. The Company
issued 2,614,200 of these common shares for net cash proceeds of $638,550, being
gross proceeds of $653,550 less share issue costs of $15,000. In addition the
Company issued 2,060,000 of these shares to pay $515,000 of the $1,025,000 debt
owed KML under the mineral property acquisition agreements (Note
3).





On August
26, 2010, Kingsmere Mining Ltd. agreed to the cancellation of 14,950,000 shares
of the Company’s common stock. The Shares were issued to Kingsmere pursuant
to the following agreements: 500,000 shares of Common Stock pursuant to the
Purchase Agreement, dated November 30, 2009, by and between Kingsmere and the
Company; 8,500,000 shares of Common Stock issued to Kingsmere pursuant to the
Assignment Agreement, dated December 1, 2009, by and between Kingsmere and the
Company; and 5,950,000 shares of Common Stock issued to Kingsmere pursuant to
the Assignment Agreement, dated December 7, 2009, by and between Kingsmere and
the Company. Except for the cancellation of the Shares noted above, the
agreements are still in full force and effect.





On 27
August 2010, the Company issued 4,000,000 Units for gross proceeds of $200,000,
of a private placement of 20,000,000 Units offered at $0.05 per unit of the
Company’s securities.  Each Unit consists of 1 share of common stock,
par value $0.001 per share and 1 warrant exercisable to purchase 1 share of
common stock of the Company at an exercise price of $0.07 per share for a period
of 24 months. The 4,000,000 warrants were valued using the Black-Scholes model.
Based on this valuation, a fair value of $96,677 was assigned to the warrants,
using a relative fair value approach, considering the shares of common stock
with which they were issued.





On 3
September 2010, the Company completed a private placement and issued 1,000,000
Units for gross proceeds of $50,000, of a private placement of 20,000,000 Units
offered at $0.05 per unit of the Company’s securities.  Each Unit
consists of 1 share of common stock, par value $0.001 per share and 1 warrant
exercisable to purchase 1 share of common stock of the Company at an exercise
price of $0.07 per share for a period of 24 months. The 1,000,000 warrants were
valued using the Black-Scholes model. Based on this valuation, a fair value of
$24,124 was assigned to the warrants, using a relative fair value approach,
considering the shares of common stock with which they were issued.





On 28
September 2010, the Company completed a private placement and issued 300,000
Units for gross proceeds of $15,000, of a private placement of 20,000,000 Units
offered at $0.05 per unit of the Company’s securities.  Each Unit
consists of 1 share of common stock, par value $0.001 per share and 1 warrant
exercisable to purchase 1 share of common stock of the Company at an exercise
price of $0.07 per share for a period of 24 months. The 300,000 warrants were
valued using the Black-Scholes model. Based on this valuation, a fair value of
$7,251 was assigned to the warrants, using a relative fair value approach,
considering the shares of common stock with which they were issued.




10





Ironwood
Gold Corp


(An
Exploration Stage Company)


Notes to
Financial Statements


30 November 2010





On 30
September 2010, the Company issued 100,000 common shares to a member of its
Advisory board for services of the Company valued at $0.05 per common share for
a total consideration of $5,000.





On 8
October 2010, the Company completed a private placement and issued 1,000,000
Units for gross proceeds of $50,000, of a private placement of 20,000,000 Units
offered at $0.05 per unit of the Company’s securities.  Each Unit
consists of 1 share of common stock, par value $0.001 per share and 1 warrant
exercisable to purchase 1 share of common stock of the Company at an exercise
price of $0.07 per share for a period of 24 months. The 1,000,000 warrants were
valued using the Black-Scholes model. Based on this valuation, a fair value of
$24,133 was assigned to the warrants, using a relative fair value approach,
considering the shares of common stock with which they were issued.





On 13
October 2010, the Company completed a private placement and issued 2,000,000
Units for gross proceeds of $100,000, of a private placement of 20,000,000 Units
offered at $0.05 per unit of the Company’s securities.  Each Unit
consists of 1 share of common stock, par value $0.001 per share and 1 warrant
exercisable to purchase 1 share of common stock of the Company at an exercise
price of $0.07 per share for a period of 24 months. The 2,000,000 warrants were
valued using the Black-Scholes model. Based on this valuation, a fair value of
$48,231 was assigned to the warrants, using a relative fair value approach,
considering the shares of common stock with which they were issued.





On 19
October 2010, the Company completed a private placement and issued 2,000,000
Units for gross proceeds of $100,000, of a private placement of 20,000,000 Units
offered at $0.05 per unit of the Company’s securities.  Each Unit
consists of 1 share of common stock, par value $0.001 per share and 1 warrant
exercisable to purchase 1 share of common stock of the Company at an exercise
price of $0.07 per share for a period of 24 months. The 2,000,000 warrants were
valued using the Black-Scholes model. Based on this valuation, a fair value of
$48,421 was assigned to the warrants, using a relative fair value approach,
considering the shares of common stock with which they were issued.





During
the three months ended 30 November 2010, an officer and director of the Company
made contributions of $Nil to capital, consisting of management fees in the
amount of $Nil (three months ended 30 November 2009 – $3,000, cumulative –
$33,000), rent in the amount of $Nil (three months ended 30 November 2009 –
$900, cumulative – $10,200) and for telephone expenses $Nil (three months ended
30 November 2009 - $450, cumulative $5,100) (Note 9).





Subscriptions
received





On
November 24, 2010, the Company received $30,000 as partial payment on the
private placement of 2,500,000 Units for gross proceeds of $125,000, of a
private placement of 20,000,000 Units offered at $0.05 per unit of the Company’s
securities.  Each Unit consists of 1 share of common stock, par value
$0.001 per share and 1 warrant exercisable to purchase 1 share of common stock
of the Company at an exercise price of $0.07 per share for a period of 24
months.





Stock
Options




The
Company has a stock option plan whereby the Board of Directors 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 reference to the market value on the date of the grant. The terms
of the option and the option price are fixed by the directors at the time of
grant subject to price restrictions imposed by the TSX Venture Exchange. Stock
options awarded have a maximum term of ten years.




11





Ironwood
Gold Corp


(An
Exploration Stage Company)


Notes to
Financial Statements


30 November 2010





On 20
April 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
weighted average exercise price of the options is $0.31 each and they are
exercisable until April 20, 2020. 625,000 options were vested at 30 November
2010.





The
weighted average grant-date fair value for these options is $1,800,400. All
6,250,000 options were outstanding at 30 November 2010.





Stock-based
compensation expense





Options
granted to directors and officers of the Company are accounted for using the
Black-Scholes option pricing model and recoded as the options vest. The exercise
price of the options is $0.31 each and they are exercisable until April 20,
2015. The fair value of stock options vested was $90,020 ($0.29 each) as
estimated at the date of grant using the Black-Scholes option pricing
model.





The
Company uses historical data to estimate option exercises and employee
termination in the option pricing model. The expected term of options granted is
derived from the output of the option pricing model and represents the period of
time that options granted are expected to be outstanding. The expected
volatilities are based on the historical volatility of the Company's traded
stock and other factors. The following table shows the assumptions used and
weighted average fair value for grants in the three month period ended 30
November 2010.





Expected
      annual dividend rate
                  
                  
                  0.00
                  %Risk-free
      interest rate
                  
                  
                  3.25
                  %Average
      expected life (years)
                  
                  
                  10Expected
      volatility of common stock
                  
                  
                  98.43
                  %Forfeiture
      rate
                  
                  
                  0.00
                  %Weighted
      average fair value of option grants
                  
                  
                  $0.29





The
Company recorded share-based compensation expense only for those options that
are expected to vest. The estimated fair value of the stock options is amortized
over the vesting period of the respective stock option grants.





Warrants





As at
November 30, 2010, and August 31, 2010, the following share purchase warrants
were outstanding and exercisable:





Expiry Date
                                
                                Exercise Price
                                
                                
                                November 30,
                                  2010
                                
                                
                                August 31, 2010August
      27, 2012
                                
                                $
                                0.07
                                
                                
                                
                                4,000,000
                                
                                
                                
                                4,000,000September
      3, 2012
                                
                                $
                                0.07
                                
                                
                                
                                1,000,000
                                
                                
                                
                                -September
      28, 2012
                                
                                $
                                0.07
                                
                                
                                
                                300,000
                                
                                
                                
                                -October
      8, 2012
                                
                                $
                                0.07
                                
                                
                                
                                1,000,000
                                
                                
                                
                                -October
      13, 2012
                                
                                $
                                0.07
                                
                                
                                
                                2,000,000
                                
                                
                                
                                -November 24, 2012
                                
                                $
                                0.07
                                
                                
                                
                                2,000,000
                                
                                
                                
                                -10,300,000
                                
                                
                                
                                4,000,000




12




Ironwood
      Gold Corp(An
      Exploration Stage Company)Notes
      to Financial Statements30 November
2010





Share
purchase warrant transactions and the number of share purchase warrants
outstanding and exercisable are summarized as follows:





November 30, 2010
                                        
                                        
                                        August 31, 2010Number of
                                          Warrants
                                        
                                        
                                        Weighted
                                          Average
                                          Exercise Price
                                        
                                        
                                        Number of
                                          Warrants
                                        
                                        
                                        Weighted
                                          Average
                                          Exercise
                                          PriceOutstanding,
      beginning of period
                                        
                                        
                                        4,000,000
                                        
                                        
                                        $
                                        0.07
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Issued
                                        
                                        
                                        6,300,000
                                        
                                        
                                        $
                                        0.07
                                        
                                        
                                        
                                        4,000,000
                                        
                                        
                                        $
                                        0.07Exercised
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Expired
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Outstanding,
      end of period
                                        
                                        
                                        10,300,000
                                        
                                        
                                        $
                                        0.07
                                        
                                        
                                        
                                        4,000,000
                                        
                                        
                                        $
                                        0.07





8.
            Income
      Taxes





The
Company has losses carried forward for income tax purposes to 30 November
2010.  There are no current or deferred tax expenses for the three
month period ended 31 August 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 three
                    months ended
                    30 November
                    2010
                  
                  
                  For the
                    year ended 31
                    August 2010$
                  
                  
                  $Refundable
      federal tax asset attributable to:Current
      operations
                  
                  
                  412,168
                  
                  
                  
                  282,675Stock
      based compensation
                  
                  
                  (32,307
                  )
                  
                  
                  (30,607
                  )Contributions
      to capital by related party
                  
                  
                  -
                  
                  
                  
                  (1,139
                  )Write
      off mineral property
                  
                  
                  (209,780
                  )
                  
                  
                  -Less:
      Change in valuation allowance
                  
                  
                  (170,081
                  )
                  
                  
                  (250,930
                  )Net
      refundable amount
                  
                  
                  -
                  
                  
                  
                  -




The
composition of the Company’s deferred tax assets as at 30 November 2010 and 31
August 2010 is as follows:




13




Ironwood
      Gold Corp(An
      Exploration Stage Company)Notes
      to Financial Statements30 November
2010





As at 30
                    November
                    2010
                  
                  
                  As at 31
                    August 2010$
                  
                  
                  $Net
      operating loss carryforward
                  
                  
                  1,307,775
                  
                  
                  
                  807,537Statutory
      federal income tax rate
                  
                  
                  34
                  %
                  
                  
                  34
                  %Effective
      income tax rate
                  
                  
                  0
                  %
                  
                  
                  0
                  %Deferred
      tax asset
                  
                  
                  444,644
                  
                  
                  
                  274,563Less:
      Valuation allowance
                  
                  
                  (444,644
                  )
                  
                  
                  (274,563
                  )Net
      deferred tax asset
                  
                  
                  -
                  
                  
                  
                  -





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





As at 30
November 2010, the Company has an unused net operating loss carry forward
balance of approximately $1,307,775 that is available to offset future taxable
income.  This unused net operating loss carry-forward balance expires
through 2026 and 2030.





9.
            Supplemental
      Disclosures with Respect to Cash
Flows





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





On
October 26, 2009, two 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 from 2,770,000 (138,500,000 post
split) common shares to 970,000 (48,500,000 post split) common shares before the
forward split of the common shares on October 27, 2009.





Effective
27 October 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 a retroactive
basis.





On 28
October 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 7).





On 30
November 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 7).


14




Ironwood
      Gold Corp(An
      Exploration Stage Company)Notes
      to Financial Statements30 November
2010





On 13
January 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 and 10).





On 1
December 2009 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).





On 7
December 2009 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).





On 30
September 2010, the Company issued 100,000 common shares to a member of its
Advisory board for services of the Company valued at $0.05 per common share for
a total consideration of $5,000.




10.
            Commitments




The
Company has outstanding and future commitments under mineral property agreements
(Note 3).





11.
            Subsequent
      events





The
Company has evaluated subsequent events through January 11, 2011, which is the
date the financial statements were issued.




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





We
specialize in acquiring and consolidating mineral properties with potential
production and future growth through exploration
discoveries.  Acquisition emphasis is focused on properties containing
gold, silver, and other strategic minerals that present low political and
financial risk and exceptional upside potential.  The Company has
targeted several prospective locations in Nevada, where approximately 80% of all
gold in America is produced today, with properties being located in proximity to
a number of major producing companies.  We have already received four
independent N.I. 43-101 reports on properties that we are interested in
exploring.





On
October 26, 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 shares 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.




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. (“IMC”), 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
“Cobalt Canyon 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 Cobalt Canyon Property from GC.  KML assigned all of
KML’s interest in the Property to IMC in an agreement (the “Cobalt Assignment
Agreement”) dated April 15, 2009.




On
November 30, 2009, we entered into a purchase agreement with KML (“Purchase
Agreement”), 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 encompasses 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.  We have a work program planned for the Cobalt properties,
based on the recommended exploration program identified in the N.I. 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 August 16, 2010, exploratory
drilling at the Cobalt Canyon Property in Nevada commenced.  The drill
program consists of six initial drill holes at a number of previously
identified, and in some instances historically productive, locations known as
the Gold Chief, Soa, Contact, Old Democrat, Advance and Gold Stake Mines all
located within the property boundaries.  On August 26, 2010, KML
agreed to the cancellation of all 500,000 shares of common stock issued to KML
pursuant to the Purchase Agreement.  Except for the cancellation of the
500,000 shares noted above, the Purchase Agreement is still in full force and
effect.


16




On
December 1, 2009, we entered into an assignment agreement (the “Haystack
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 Haystack 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 June 07,
2010, we announced the receipt of a N.I. 43-101 compliant report undertaken by
Crosby Consulting & Exploration Services regarding the Haystack
Property.  The report provides key details regarding the mineral
assets and provides detailed exploratory recommendations.  On August
26, 2010, KML agreed to the cancellation of all 8,500,000 shares of common stock
issued to KML pursuant to the Haystack Assignment Agreement.  The Company
was working on a 43-101 compliant technical report and had completed exploration
related expenditures of approximately $175,000 on the Haystack Property when on
November 24, 2010, Teck provided written notice that they had unilaterally
terminated the Haystack Assignment Agreement. We disputed this unilateral
termination due to force majeure events we suffered and believed that we had
exceeded our obligations given the force majeure events we
experienced.  However, due to the ongoing dispute and the fact that we
were not allowed access to the Haystack Property, the Company performed an
impairment analysis and determined that the related acquisition costs were
impaired and recorded an impairment loss of $310,000 representing the Company’s
total investment in the Haystack Property on November 30, 2010.





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 and to 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.  We have a work program planned for the Rock Creek property,
based on the recommended exploration program identified in the N.I. 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.On August 26, 2010, KML
agreed to the cancellation of all 5,950,000 shares of common stock issued to KML
pursuant to the Rock Creek Assignment Agreement.  The Company was working
on a 43-101 compliant technical report and had completed exploration related
expenditures of approximately $283,000 on the Rock Creek Property when on
November 24, 2010, Teck provided written notice that they had unilaterally
terminated the Rock Creek Assignment Agreement.  We disputed this
unilateral termination due to force majeure events we suffered and believed that
we had exceeded our obligations given the force majeure events we
experienced.  However, due to the ongoing dispute and the fact that we
were not allowed access to the Rock Creek Property, the Company performed an
impairment analysis and determined that the related acquisition costs were
impaired and recorded an impairment loss of $307,000 representing the Company’s
total investment in the Rock Creek Property on November 30, 2010.





On
January 13, 2010, we 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.  We issued 2,316,000 shares of Company 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, we issued 2,060,000 shares of Company
common stock in exchange for the cancellation of $515,000 owed to
KML.


17




Beginning
September 27, 2010 through October 21, 2010, we conducted a financing whereby we
entered into a standard form of Securities Purchase Agreement with certain
accredited investors pursuant to which such investors agreed to purchase in the
aggregate up to 5,300,000 Units (as defined below) of the Company at a price of
$0.05 per Unit for aggregate gross proceeds of $265,000.  Each “Unit”
consists of one share of the Company’s common stock and one warrant to
purchase one share of common stock at a price of $0.07, exercisable over two
years.





In a
further effort to grow our Company, on November 15, 2010, we entered into a
non-binding letter of intent (“LOI”) with Gold Mining Claims and Projects, LLC
(“GMCP”) to acquire a 100% interest in mining operations on twenty unpatented
lode claims commonly known as the Cherry Creek property, located approximately
ninety miles south of the town of Wells, in White Pine County,
Nevada.  The Cherry Creek project lies within a thirty-six square mile
area that is six miles wide and approximately six miles long, and is considered
an underground, hardrock project focused on exploring the extensions of major
gold, silver and other minor base metal veins in the district.  As set
forth in the LOI, we will conduct due diligence on the Cherry Creek property
prior to signing definitive agreements regarding the sale with
GMCP.





In
addition, on December 8, 2010, as part of our ongoing gold and silver
exploration efforts in Nevada, we commenced staking new mineral claims at the
north end of the Carlin Trend.  As a result of recent exploration
results, a minimum of one hundred new claims are contemplated be staked and
named the “Redwood Claims.”  The Redwood Claims are anticipated to
encompass approximately one hundred and twenty contiguous acres in the area, and
are expected to target both open pit and underground mining
scenarios.





We expect
to continue to incur operating losses in the near future as we initiate mining
exploration operations at our properties through the remainder of 2010 and in
2011.  We have funded our operations primarily through sales of our
common stock, including most recently the sale of our common stock and warrants
to purchase common stock to certain investors via private placement from
September 27, 2010 through October 21, 2010, as noted above.  We
intend to develop and mine existing reserves and to further delineate
additional, identified mineral deposits at our mines.  We also intend
to explore for undiscovered deposits on these properties and to acquire and
explore new properties, all with the view to enhancing the value of such
properties.





Our
ability to satisfy the cash requirements of our mining development and
exploration operations will be dependent upon future financing.  No
assurance can be made that that additional financing will be
obtained.





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, 2010.  As of, and for the three months ended November 30,
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, 2010, filed on November
30, 2010.




18




Comparison
of three month periods ended November 30, 2010 and November 30,
2009





During
the three month periods ended November 30, 2010 and November 30, 2009, we earned
no revenues.





For the
three month periods ended November 30, 2010 and November 30, 2009, we incurred a
loss of $1,212,258 and $58,650, respectively.  This increase for the
period ended November 30, 2010 is primarily attributed to the exploration
expenditures on the Rock Creek, Haystack and Cobalt Canyon properties $358,132
(2009 $10,000), the impairment loss on the Rock Creek and Haystack properties
$617,000 (2009 $nil), stock based compensation related to options granted to
officers and directors of the company $95,020 (2009 $Nil), legal and accounting
$66,817 (2009 $39,905), and G&A travel and other expenses $75,289 (2009
$3,745).





Period
from inception, January 18, 2007 to November 30, 2010





Since
inception, we have an accumulated deficit during the development stage of
$2,153,465.  We expect to continue to incur losses as a result of
continued exploration of our Cobalt and other mineral properties.





Liquidity
and Capital Resources





As of
November 30, 2010, we had approximately $89,500 in cash and a working capital
deficiency of approximately $724,100 including $525,000 payable for mineral
properties.  During the three month period ended November 30, 2010, our
primary sources of cash were subscriptions received in advance from investors
participating in a private placement of the Company’s Units at a price of $0.05
per Unit.  Each “Unit” consists of one share of the Company’s common
stock and one warrant to purchase one share of common stock at a price of $0.07,
exercisable over two years.





For the
three month period ended November 30, 2010, we used net cash of
$111,533.  We raised $345,000 from investors participating in the
private placement of the Company’s Units at a price of $0.05 per unit, repaid a
loan of $100,000 and used $356,533 in operating activities.





Our
current cash requirements are significant due to planned exploration and
development of current projects, and we anticipate generating
losses.  In order to execute on our business strategy, including the
exploration and development of our current mining properties, we will require
additional working capital, commensurate with the operational needs of our
planned drilling projects and obligations.  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. 
However, changes in our operating plans, increased expenses, acquisitions, or
other events, may cause us to seek additional equity or debt financing in the
future.  We anticipate continued and additional drilling operations on
our mineral properties.  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.




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.  Any failure to secure additional financing may force us to
modify our business plan.  In addition, we cannot be assured of
profitability in the future.





Off-Balance
Sheet Transactions




There are
no off-balance sheet transactions.




19




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.




Evaluation
of Disclosure 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 our
disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e)
or 15d-15(e)) as of November 30, 2010 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 as of November 30, 2010 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 the above-referenced 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
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 controls 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 staff,
the segregation of duties issue will be addressed and will no longer be a
concern to management.  Having a written policy manual outlining the
duties of each of our officers and employees will facilitate better internal
control procedures.





Our
present management team 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.


20




Changes
in Internal Controls Over Financial Reporting





There
were no changes in our internal controls over financial reporting that occurred
during the three months ended November 30, 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.


21


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.




On November 24, 2010, the Company
received $30,000 as partial payment on the private placement of 2,500,000 Units
for gross proceeds of $125,000, of a private placement of 20,000,000 Units
offered at $0.05 per Unit of the Company’s securities. Each “Unit” consists of
one share of Company common stock, par value $0.001 per share (the “Shares”) and
one warrant exercisable to purchase one share of Company common stock at an
exercise price of $0.07 per share for a period of twenty four (24) months (the
“Warrants”).  The Shares and the Warrants were issued in reliance upon
Rule 506 of Regulation D and/or Regulation S of the Securities Act of 1933, as
amended, and comparable exemptions for sales to “accredited” investors under
state securities laws.





Item 3.  Defaults
Upon Senior Securities.




None.




Item
4.  [Removed and Reserved].




Item
5.  Other Information.




As previously disclosed under Part II,
Item 9B in our Annual Report on Form 10-K filed with the SEC on November 30,
2010, on November 24, 2010, Teck provided us with written notice that the
Haystack Assignment Agreement and Rock Creek Assignment Agreement (collectively,
the “Teck Agreements”) had terminated for failure to expend $300,000 by
September 30, 2010 on the Haystack Property and $500,000 by September 30, 2010
on the Rock Creek Property.  We initially disputed the unilateral
termination of the Teck Agreements due to force majeure events we
suffered.  However, the Board of Directors of the Company has since
determined that it is not in the best interests of the Company and its
shareholders to pursue a claim against Teck at this time.  While we
retain our right to bring a claim under the Teck Agreements at a future date,
the Teck Agreements are deemed terminated as of the date of filing of this
Quarterly Report on Form 10-Q.




Item
6.  Exhibits.




The
following exhibits are included as part of this report by
reference:




Exhibit Number
                                                
                                                Name3.1
                                                
                                                Certificate
      of Incorporation (incorporated by reference to the registrant’s
      Registration Statement on Form SB-2 filed on October 18,
    2007)3.2
                                                
                                                Articles
      of Incorporation (incorporated by reference to the registrant’s
      Registration Statement on Form SB-2 filed on October 18,
    2007)3.3
                                                
                                                By-laws
      (incorporated by reference to the registrant’s Registration Statement on
      Form SB-2 filed on October 18,
2007)


22




3.4
              
              Amendment
      to Articles of Incorporation (incorporated by reference to the
      registrant’s Current Report on Form 8-K filed on October 29,
      2009)31.1
              
              Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley
      Act of 2002*31.2
              
              Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley
      Act of 2002*32
              
              Certification
      by the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002*




* Filed
herewith.
  23


SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





IRONWOOD
      GOLD CORP.
                (Registrant)Date:
      January 14, 2011
              By:
              /s/
      Behzad ShayanfarBehzad
      Shayanfar, Chief Executive Officer
                (Principal
      Executive Officer)Date: January
      14, 2011
              By:
              /s/
      Behzad ShayanfarBehzad
      Shayanfar, Interim Chief Financial Officer
                (Principal
      Financial Officer & Principal Accounting
  Officer)


24