U.S. 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, 2009





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





For the transition period from ______ to
______





Commission file number:
000-53267





IRONWOOD GOLD CORP.





(Exact name of registrant as specified
in its charter)





NEVADA
            
            74-3207792(State of
      incorporation)
            
            (IRS Employer ID
      No.)





7047 E. Greenway Parkway,
#250


Scottsdale, Arizona85254


(Address of principal executive offices)
(Zip Code)





Registrant's telephone number, including
area code:888-356-4942





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.


xYes ̈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).


 ̈YesxNo





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





Class
            
            Outstanding atJanuary 14,2010Common stock, $.001par value
            
            66,075,000











IRONWOOD GOLD CORP.


FORM 10-Q





November 30, 2009





INDEX





PAGEPART I—FINANCIAL
      INFORMATION
                  
                  4Item 1. Financial
      Statements.
                  
                  4Condensed Balance Sheets as of
      November 30, 2009 (Unaudited) and August 31, 2009
      (Audited).
                  
                  4Condensed Statements of Operations
      for thethree month
      periods ended November 30, 2009 and 2008 and for the period from January
      18, 2007 (inception) to November 30, 2009
    (Unaudited).
                  
                  5Condensed Statements of Cash Flows
      forthe three month
      periods ended November 30, 2009 and 2008 and for the period from January
      18, 2007 (inception) to November 30, 2009
    (Unaudited).
                  
                  6Condensed Statements of
      Stockholders’ Deficiency (Unaudited) at January 18, 2007 (inception), at
      August 31, 2007, at August 31, 2008, at August 31, 2009 and at November
      30, 2009
                  
                  7Notes to Financial
      Statements.
                  
                  8Item 2. Management's Discussion
      and Analysis of Financial Condition and Results of
      Operations.
                  
                  14Item 3. Quantitative and
      Qualitative Disclosures About Market Risk.
                  
                  15Item 4. Controls and
      Procedures.
                  
                  16PART II—OTHER
      INFORMATION
                  
                  16Item 1. Legal
      Proceedings.
                  
                  16Item 1A. Risk
      Factors.
                  
                  16Item 2. Unregistered Sales of
      Equity Securities and Use of Proceeds.
                  
                  23Item 3. Defaults Upon Senior
      Securities.
                  
                  23Item 4. Submission of Matters to a
      Vote of Security Holders.
                  
                  23Item 5. Other
      Information.
                  
                  23Item 6.
      Exhibits.
                  
                  23Signature
    Page
                  
                  24CertificationsExhibit
31.1Exhibit
31.2Exhibit 32




2





FORWARD-LOOKING
STATEMENTS





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





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





YOU SHOULD NOT PLACE UNDUE RELIANCE ON
THESE FORWARD LOOKING STATEMENTS





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




3




PART I—FINANCIAL
INFORMATION




Item 1. Financial
Statements.





Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Balance
Sheets
 (Unaudited)





As
      at
                                                  30
      November
                                                  2009
                                                
                                                
                                                As
      at
                                                  31
      August
                                                  2009
                                                  (Audited)$
                                                
                                                
                                                $AssetsCurrentCash
      and cash equivalents
                                                
                                                
                                                74,783
                                                
                                                
                                                
                                                278Mineral properties(Note
      2 and 3)
                                                
                                                
                                                577,575
                                                
                                                
                                                
                                                -652,358
                                                
                                                
                                                
                                                278LiabilitiesCurrentAccounts
      payable and accrued liabilities (Note 4)
                                                
                                                
                                                70,530
                                                
                                                
                                                
                                                17,775Payable
      for mineral property
                                                
                                                
                                                560,000
                                                
                                                
                                                
                                                -Demand
      loan (Note 5)
                                                
                                                
                                                2,500
                                                
                                                
                                                
                                                -Due
      to related party (Note 6)
                                                
                                                
                                                6,862
                                                
                                                
                                                
                                                6,862639,892
                                                
                                                
                                                
                                                24,637Stockholders’
      deficiencyCommon stock (Note
      8)Authorized500,000,000
      common shares, par value $0.001Issued
      and outstanding30
      November 2009 – 66,075,000 common shares31
      August 2009 – 48,500,000 common shares
                                                
                                                
                                                66,075
                                                
                                                
                                                
                                                48,500Capital
      in excess of par value
                                                
                                                
                                                40,300
                                                
                                                
                                                
                                                36,950Share
      subscriptions received in advance
                                                
                                                
                                                74,550
                                                
                                                
                                                
                                                -Deficit
                                                
                                                
                                                (168,459
                                                )
                                                
                                                
                                                (109,809
                                                )12,466
                                                
                                                
                                                
                                                (24,359
                                                )652,358
                                                
                                                
                                                
                                                278Nature and Continuance of
      Operations (Note 1) and Subsequent Events (Note 11)





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




4




Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Statements
of Operations


(Unaudited)





For
      the period
                            fromthe
      dateof
                            inceptionon
                            18
      January 2007
                            to30
      November
                            2009
                          
                          
                          For
      the
                            three
      month
                            period
      ended
                            30
      November
                            2009
                          
                          
                          For
      the
                            three
      month
                            period
      ended
                            30
      November
                            2008$
                          
                          
                          $ExpensesAccounting
      and audit
                          
                          
                          21,000
                          
                          
                          
                          10,500
                          
                          
                          
                          500Bank
      charges
                          
                          
                          430
                          
                          
                          
                          45
                          
                          
                          
                          20Consulting
                          
                          
                          43,275
                          
                          
                          
                          15,000
                          
                          
                          
                          1,050Exploration
      (Note 2)
                          
                          
                          10,000
                          
                          
                          
                          -
                          
                          
                          
                          -Filing
      fees
                          
                          
                          4,947
                          
                          
                          
                          250
                          
                          
                          
                          262Legal
                          
                          
                          34,048
                          
                          
                          
                          29,405
                          
                          
                          
                          -Management
      fees (Notes 7, 8 and 10)
                          
                          
                          33,000
                          
                          
                          
                          2,000
                          
                          
                          
                          3,000Office
      and miscellaneous expenses
                          
                          
                          8,133
                          
                          
                          
                          450
                          
                          
                          
                          661Rent
      (Notes 7, 8 and 10)
                          
                          
                          10,200
                          
                          
                          
                          900
                          
                          
                          
                          900Transfer
      agent
                          
                          
                          3,426
                          
                          
                          
                          100
                          
                          
                          
                          1,530Net
      loss for the period
                          
                          
                          (168,459
                          )
                          
                          
                          (58,650
                          )
                          
                          
                          (7,923
                          )Basic
      and diluted loss per common share
                          
                          
                          
                          
                          
                          
                          (0.001
                          )
                          
                          
                          (0.003
                          )Weighted
      average number of common shares used in per share
    calculations
                          
                          
                          
                          
                          
                          
                          51,289,402
                          
                          
                          
                          48,500,000





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




5




Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Statements
of Cash Flows


(Unaudited)





For
      the period
                      from
      the date of
                      inception
      on
                      18
      January 2007
                      to
      30 November
                      2009
                    
                    
                    For
      the
                      three
      month
                      period
      ended
                      30
      November
                      2009
                    
                    
                    For
      the
                      three
      month
                      period
      ended
                      30
      November
                      2008$
                    
                    
                    $
                    
                    
                    $Cash
      flows used in operating activitiesNet
      loss for the period
                    
                    
                    (168,459
                    )
                    
                    
                    (58,650
                    )
                    
                    
                    (7,923
                    )Adjustments
      to reconcile loss to net cash used by operating activitiesContributions
      to capital by related party – expenses (Notes 7, 8 and 10)
                    
                    
                    48,300
                    
                    
                    
                    3,350
                    
                    
                    
                    4,350Changes
      in operating assets and liabilitiesPayable
      for mineral property
                    
                    
                    560,000
                    
                    
                    
                    560,000
                    
                    
                    
                    -Increase
      in accounts payable and accrued liabilities
                    
                    
                    70,530
                    
                    
                    
                    52,755
                    
                    
                    
                    (687
                    )510,371
                    
                    
                    
                    557,455
                    
                    
                    
                    (4,260
                    )Cash
      flows used in investing activitiesAcquisition
      of mineral property interest (Note 3)
                    
                    
                    (560,000
                    )
                    
                    
                    (560,000
                    )
                    
                    
                    -Cash
      flows from financing activitiesIncrease
      in due to related party (Notes 7, 8 and 10)
                    
                    
                    6,862
                    
                    
                    
                    -
                    
                    
                    
                    210Increase
      in demand loan
                    
                    
                    2,500
                    
                    
                    
                    2,500
                    
                    
                    
                    -Share
      subscriptions received in advance
                    
                    
                    74,550
                    
                    
                    
                    74,550
                    
                    
                    
                    -Common
      shares issued for cash (Note 8)
                    
                    
                    40,500
                    
                    
                    
                    -
                    
                    
                    
                    -124,412
                    
                    
                    
                    77,050
                    
                    
                    
                    210Increase
      (decrease) in cash and cash equivalents
                    
                    
                    74,783
                    
                    
                    
                    (45
                    )
                    
                    
                    (4,050
                    )Cash
      and cash equivalents, beginning of period
                    
                    
                    -
                    
                    
                    
                    278
                    
                    
                    
                    6,513Cash
      and cash equivalents, end of period
                    
                    
                    74,783
                    
                    
                    
                    74,783
                    
                    
                    
                    2,463Supplemental Disclosures with
      Respect to Cash Flows (Note 10)





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




6




Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Statements
of Changes in Stockholders’ Deficiency


(Unaudited)





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





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




7




Ironwood
Gold Corp
 (formerly
Suraj Ventures, Inc.)
 (An
Exploration Stage Company)
 Notes to
Financial Statements


1.
            Nature
      and Continuance of Operations





The
Company, Ironwood Gold Corp. (formerly Suraj Ventures, Inc.), was incorporated
under the laws of the State of Nevada on 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, as defined in Financial Accounting
Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”)
No. 7 “Accounting and
Reporting by Development Stage Enterprises”, and Industry Guide 7 of the
Securities Exchange Commission Industry Guide. The Company is devoting all of
its present efforts in securing and establishing a new business, and its planned
principle operations have not commenced, and, accordingly, no revenue has been
derived during the organization period.




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




These
financial statements as at 30 November 2009 and for the three month period then
ended have been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and commitments in the
normal course of business. The Company has a loss for the three month period of
$58,650 (2008 – $7,923, cumulative – $168,459) and has working capital deficit
of $565,109 at 30 November 2009 (31 August 2009 - $24,359).




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




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





2.
            Significant
      Accounting Policies





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





Basis
of presentation





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





Cash
and cash equivalents





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





Financial
instruments





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




Mineral
property costs




The
Company has been in the development stage since its formation on 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.




8




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




Mineral
property exploration costs are expensed as incurred.




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




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




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




Reclamation
costs




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




Long-lived
assets




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




Financial
instruments




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




Derivative
financial instruments




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




Website
development costs




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




9




Income
taxes




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




Basic
and diluted net loss per share




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




Foreign
currency translation




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




Use
of estimates




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





3.
            Mineral
      Properties





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





On 28
October 2009, the Company entered into an acquisition agreement (the
“Acquisition Agreement”) with Kingsmere Mining Ltd. (“KML”) and Ironwood Mining
Corp. whereby the Company acquired an undivided 100% right, title and interest
in and to certain mineral claims known as the Cobalt Canyon Gold Project, in the
Chief District, located in Lincoln County, Nevada (the “Property”) in exchange
for an aggregate of 17,000,000 shares of our common stock and commitments to pay
$495,000 over the next twelve months. Previously, Gold Canyon Partners LLP
(“GC”) and KML entered into an option agreement (the “Option Agreement”) dated
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 (Note 7 and 8).





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




10




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





4.
            Accounts
      Payable and Accrued Liabilities





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





5.
            Demand
      Loan





Issued on
1 October 2009, the demand loan is unsecured and bears interest at 2% per annum
on any unpaid principal balance. The principal amount is repayable at any time
in whole or in part and accrued interest shall be due at the end of each fiscal
year. The balance as at 30 November 2009 consists of principal of $2,500 (2009 –
$Nil).





6.
            Due
      to related parties





As of 30
November 2009, former officers and directors had advanced a no interest demand
loan of $6,862 (2008 $6,748) to settle outstanding debts (Note 7).





7.
            Related
      Party Transactions





During
the three month period ended 30 November 2009, an officer and director of the
Company made contributions to capital for management fees in the amount of
$2,000 (2008 – $3,000, cumulative – $33,000), rent in the amount of $900 (2008 –
$900, cumulative – $10,200) and for  telephone expenses $450 (2008 -
$nil, cumulative $450) (Notes 8 and 10).





During
the three month period ended 30 November 2009 no loans were provided by officers
and directors of the Company (2008 $210) (Note 6).


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


8.
            Capital
      Stock





Authorized





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





Issued
and outstanding





The total
issued and outstanding capital stock is 66,075,000 common shares with a par
value of $0.001 per common share.





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





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





Effective
27 October 2009, the Company completed a 50 to 1 forward stock split. The
authorized share capital remained unchanged at 550,000,000 common shares with
the same par value of $0.001. Unless otherwise noted, all references herein to
number of shares, price per share or weighted average number of shares
outstanding have been adjusted to reflect this stock split on retroactive
basis.





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





During
the three month period ended 30 November 2009, an officer and director of the
Company made contributions to capital for management fees in the amount of
$2,000 (2008 – $3,000, cumulative – $33,000), rent in the amount of $900 (2008 –
$900, cumulative – $10,200) and for  telephone expenses $450 (2008 -
$nil, cumulative $450) (Notes 8 and 10).




11




On
November 30, 2009, the Company had received subscriptions in advance of $74,550
from four investors participating in a private placement of the common shares of
the Company at a price of $0.25 per common share.





9.
            Income
      Taxes





The
Company has losses carried forward for income tax purposes to 30 November
2009.  There are no current or deferred tax expenses for the period
ended 30 November 2009 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
      month
                      period
      ended
                      30
      November
                      2009
                    
                    
                    For
      the
                      three
      month
                      period
      ended
                      30
      November
                      2008$
                    
                    
                    $Refundable
      federal tax asset attributable to:Current
      operations
                    
                    
                    19,941
                    
                    
                    
                    2,694Contributions
      to capital by related party
                    
                    
                    (986
                    )
                    
                    
                    (1,326
                    )Less:
      Change in valuation allowance
                    
                    
                    (18,955
                    )
                    
                    
                    (1,368
                    )Net
      refundable amount
                    
                    
                    -
                    
                    
                    
                    -





The
composition of the Company’s deferred tax assets as at 30 November 2009 and 31
August 2009 is as follows:





As
      at 30
                      November
                      2009
                    
                    
                    As
      at 31
                      August
      2009
                      (Audited)$
                    
                    
                    $Net
      operating loss carryforward
                    
                    
                    168,459
                    
                    
                    
                    69,509Statutory
      federal income tax rate
                    
                    
                    34
                    %
                    
                    
                    34
                    %Effective
      income tax rate
                    
                    
                    0
                    %
                    
                    
                    0
                    %Deferred
      tax asset
                    
                    
                    57,276
                    
                    
                    
                    23,633Less:
      Valuation allowance
                    
                    
                    (57,276
                    )
                    
                    
                    (23,633
                    )Net
      deferred tax asset
                    
                    
                    -
                    
                    
                    
                    -





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





As at 30
November 2009, the Company has an unused net operating loss carry forward
balance of approximately $168,459 that is available to offset future taxable
income.  This unused net operating loss carry-forward balance expires
through 2026 and 2030.





10.
            Supplemental
      Disclosures with Respect to Cash
Flows





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




12




During
the three month period ended 30 November 2009, the Company issued 17,075,000
common shares, valued at $17,075, as partial settlement of an acquisition
agreement to acquired an undivided 100% right, title and interest in and to
certain mineral claims known as the Cobalt Canyon Gold Project, in the Chief
District, located in Lincoln County, Nevada (Note 3 and 8).





During
the three month period ended 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 8).





During
the three month period ended 30 November 2009, an officer and director of the
Company made contributions to capital for management fees in the amount of
$2,000 (2008 – $3,000, cumulative – $33,000), rent in the amount of $900 (2008 –
$900, cumulative – $10,200) and for  telephone expenses $450 (2008 -
$nil, cumulative $450) (Notes 8 and 10).





11.
            Subsequent
      events





On 1December2009, subsequent to our fiscal quarter
ended 30 November 2009,  the Company entered intoan assignment agreement (the “Assignment
Agreement”) with KML whereby the Company have the option to acquire an undivided
100% right, title and interest in and to certain mineral claims known as the
Haystack Property located in Pershing County, Nevada (the “Haystack
Property”). The Company agreed to issue an aggregate of 10,000,000 shares
of our common stock valued at $10,000 and an aggregate of $300,000 in cash in
consideration for the assignment of all right, title and interest in the
Haystack Property as follows: 8,500,000 shares and $255,000 to KML and 1,500,000
shares and $45,000 to Teck CO, LLC (“Teck”).Previously, KML and Teck
entered into an option agreement (the “Haystack Option Agreement”) dated 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 7 December 2009, subsequent to our
fiscal quarter ended 30 November 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 interestin 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 12
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 for gross
proceeds of $1,168,550.




13




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





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





Background





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





We are a mineral exploration stage
company.We are
the registered and beneficial owner of a 100% interest in theArjunClaim (the “ArjunClaim”) situated in theRepublic ofIndia.  To date, we have not
conducted any exploration
work on the Arjun Claim and we havenot generated any operating revenues
since inception.  On October 27, 2009, we effected a 50-for-1
forward stock split to better position the company for growth for the rest of
2009 and 2010 and to improve trading liquidity, broaden ownership, and enhance
overall shareholder value.





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





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





Subsequent to ourfiscalquarter ended November 30, 2009, onDecember 1,2009 we entered intoan assignment agreement (the “Assignment
Agreement”) with KML whereby the we have the option to acquire an undivided 100%
right, title and interest in and to certain mineral claims known as the Haystack
Property located in PershingCounty, Nevada (the “Haystack
Property”).  We agreed to issue an aggregate of 10,000,000 shares of
our common stock and an aggregate of $300,000 in cash in consideration for the
assignment of all right, title and interest in the Haystack Property as follows:
8,500,000 shares and $255,000 to KML and 1,500,000 shares and $45,000 to Teck
CO, LLC (“Teck”).Previously, KML and Teck entered into an option
agreement (the “Haystack Option Agreement”) dated October 26, 2009 wherein KML
acquired an exclusive option to acquire the Haystack Property from Teck. We will
obtain all right, title and interest to the Haystack Property from KML and Teck
pursuant to the terms of the Assignment Agreement, subject to certain of the
terms and conditions of the Haystack Option Agreement, including the right of
Teck to certain royalties payments and the right of Teck to earn-in to the
Haystack Property by making certain expenditures related to the exploration and
development of the Haystack Property.





Subsequent to our fiscal quarter ended
November 30, 2009, 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 propertylocated in Elko County, Nevada (the
“Rock Creek Property”). We agreed to issue an aggregate of 7,000,000 shares of
our common stock and an aggregate of $300,000 in cash in consideration for the
assignment of all right, title and interest in the Rock Creek Property as
follows: 5,950,000 shares and $255,000 to KML and 1,050,000 shares and $45,000
to Teck. Previously, KML and Teck entered into an option agreement (the
“Rock Creek Option Agreement”) dated October 26, 2009 wherein KML acquired an
exclusive option to acquire the Rock Creek Property from Teck. We will obtain
all right, title and interest to the Rock Creek Property from KML and Teck
pursuant to the terms of the Rock Creek Assignment Agreement, subject to certain
of the terms and conditions of the Rock Creek Option Agreement, including the
right of Teck to certain royalties payments and the right of Teck to earn-in to
the Rock Creek Property by making certain expenditures related to the
exploration and development of the Rock Creek Property.




14





Critical Accounting
Policies




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





The discussion and analysis of our
financial condition and results of operations are based upon our financial
statements, which have been prepared in accordance with accounting principles generally accepted in
the United States of America.  We believe certain critical accounting
policies affect our more significant judgments and estimates used in the
preparation of our financial statements.  A description of our
critical accounting policies is set forth in our
Annual Report on Form 10-K for the year endedAugust 31, 2009.As of, and for the three months ended
November 30, 2009, 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 Reporton Form 10-K for the fiscal year endedAugust31, 2009filed onNovember 19, 2009.





Comparison of three month periods ended
November30, 2009 and November 30,
2008





During the three month
periodsendedNovember 30, 2009and November 30, 2008, we earned norevenues.





For the three month periods ended
November 30, 2009 andNovember30, 2008, we incurred a loss of
$58,650and $7,923, respectively.  The increasewas largely attributedto the acquisition of the
Cobalt property and preparations for the acquisitions of the Haystack and Rock
Creek properties and the initial planning for exploration of those
properties.





Period from inception, January 18, 2007
to November 30, 2009





Since inception, we have an accumulateddeficit during the
development stage of $168,459.





Liquidity and Capital
Resources





As ofNovember 30, 2009, we had$74,783in cashandaworking capital deficiency of
$565,109including $560,000 payable for
mineral
properties.  During
the three month period endedNovember 30, 2009, our primary sources of cash weresubscriptions received in advance from
investors participating in a private placement of our shares of common stock at
a price of $0.25 per share.





For the
three month period ended November 30, 2009, we used net cash of $45. However we
completed the acquisition of the Cobalt Canyon property issuing shares of our
common stock and a payable for mineral property of
$560,000.  Additionally, creditors also contributed to our operation
by granting us an increase to our accounts payable of $52,755.





Subsequent
to our fiscal quarter ended November 30, 2009, in January 2010, we completed a
private placement transaction whereby we sold 4,674,200 shares of our common
stock at $0.25 per share for proceeds of $1,168,550.




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





Off-Balance Sheet
Transactions





There are no off-balance sheet
items.





Item 3.
Quantitative and Qualitative Disclosures About Market
Risk.





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




15




Item 4. Controls and
Procedures.





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





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





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





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





·
            We donot 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.





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





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





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





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





There were no changes in our internal
controls over financialreporting that occurred during the three months endedNovember 30, 2009 that have materially affected, or
are reasonably likely to materially affect, our internal controls over financial
reporting. We believe that a control system, no matter how well designed and operated, cannot provide
absolute assurance that the objectives of the control system are met, and no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within any company have been detected.





PART II—OTHER
INFORMATION





Item 1. Legal
Proceedings.





None.





Item
1A. Risk Factors.





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




16




Risks
Related to our Business




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




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




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




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





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





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




·
            economically insufficient
      mineralized
      material;


·
            fluctuations in production costs
      that may make mining
uneconomical;


·
            labor
    disputes;


·
            unanticipated variations in grade
      and other geologic problems;


·
            environmental
      hazards;


·
            water
      conditions;


·
            difficult surface or underground
      conditions;


·
            industrialaccidents;


·
            metallurgical and other processing
      problems;


·
            mechanical and equipment
      performance problems;


·
            failure of pit walls or
      dams;


·
            unusual or unexpected rock
      formations;


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


·
            decrease in reserves due to a lower gold
      price.





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




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




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




17




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




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




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




These risks include potential delays, cost overruns,
shortages of material or labor, construction defects, and injuries to persons
and property. While we anticipate taking all measures which we deem reasonable
and prudent in connection with the construction, there is noassurance that the risks described above
will not cause delays or cost overruns in connection with such construction. Any
delay would postpone our anticipated receipt of revenue and adversely affect our
operations. Cost overruns would likely require thatwe obtain additional capital in order to
commence production. Any of these occurrences may adversely affect our ability
to generate revenues and the price of our stock.




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




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




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




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




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




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




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




18




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





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




Government regulation may adversely
affect our business and planned operations.




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




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




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




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




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




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




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




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




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




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




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




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




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




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




19




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




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




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




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




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




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




Fluctuating gold prices could negatively
impact our business plan.





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





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


Gold
Price per Ounce ($)


Year
                  
                  High
                  
                  
                  Low1999
                  
                  $
                  326
                  
                  
                  $
                  2532000
                  
                  
                  312
                  
                  
                  
                  2632001
                  
                  
                  293
                  
                  
                  
                  2562002
                  
                  
                  349
                  
                  
                  
                  2782003
                  
                  
                  416
                  
                  
                  
                  3202004
                  
                  
                  454
                  
                  
                  
                  3752005
                  
                  
                  537
                  
                  
                  
                  4112006
                  
                  
                  725
                  
                  
                  
                  5252007
                  
                  
                  691
                  
                  
                  
                  6082008
                  
                  
                  1,011
                  
                  
                  
                  713January
      1, 2009 through December 2, 2009
                  
                  
                  1,215
                  
                  
                  
                  810




20




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




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




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




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




Risks
Associated with our Company





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





We incurred net losses of $168,459for the period from inception toNovember 30, 2009. We cannot be assured that we can
achieve or sustain profitability on a quarterly or annual basis in the future.
Our operations are subject to the risks and competition inherent in the
establishment of a business enterprise. There can be no assurance that future
operations will be profitable. We may not achieve our business objectives and
the failure to achieve such goals would have an adverse impact on
us.




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




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




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




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




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





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





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




21




Risks Related to an
Investment in Our Securities




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





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





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





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





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





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





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





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




22




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





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





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





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





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





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





Subsequent
to our fiscal quarter ended November 30, 2009, in January 2010 we completed the
sale of 4,674,200 shares of our common stock for $0.25 per share in a private
placement to several accredited investors.  We received aggregate
proceeds of $1,168,550 from the financing.  We offered and sold the
shares in reliance on Section 506 of Regulation D and/or Regulation S of the
Securities Act, and comparable exemptions for sales to "accredited" investors
under state securities laws.





Item 3. Defaults Upon Senior
Securities.





None




Item 4. Submission of Matters to a Vote
of Security Holders.





None





Item 5. Other
Information.





None.





Item 6. Exhibits.





Exhibit
    Number
            
            Name10.1
            
            Form Subscription
      Agreement10.2
            
            Amending Agreement and
      Direction31.1
            
            Rule 13a-14(a)/15d-14(a)
      Certification (Principal Executive Officer)31.2
            
            Rule 13a-14(d)/15d-14(d)
      Certification (Principal Financial Officer)32
            
            Section 1350
      Certifications




23




SIGNATURES





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





IRONWOOD GOLD
      CORP.
                (Registrant)Date: January 14,
      2010
              By:
              /s/Behzad ShayanfarBehzad
      Shayanfar,Chief Executive
      Officer
                (Principal Executive
      Officer)Date: January 14,
      2010
              By:
              /s/Robert J. ReuklRobert
      J. Reukl, President and
      Chief Financial Officer
                (Principal Financial
      Officer)




24