UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-Q




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


For the quarterly period ended: May 31, 2011





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





Commission File Number:   000-53267





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





Nevada

74-3207792(State or Other Jurisdiction of

(I.R.S. EmployerIncorporation or Organization)

Identification Number)7047 East Greenway Parkway, #250

Scottsdale, AZ

85254(Address of Principal Executive Offices)

(Zip Code)





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





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


YES  x

NO   ̈





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


YES   ̈

NO   ̈





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





 ̈  Large accelerated filer

 ̈  Accelerated filer

 ̈  Non-accelerated filer

(Do not check if smaller reporting

company)

x  Smaller reporting company





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


YES   ̈

NO  x





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





Class

Outstanding at July 14,2011Common stock, $.001 par value

87,199,200








IRONWOOD GOLD CORP.


FORM 10-Q





INDEX


PAGEPART I—FINANCIAL INFORMATIONItem 1.  Financial Statements

1Condensed Balance Sheets as of May 31, 2011 (Unaudited) and August 31, 2010 (Audited)

1Condensed Statements of Operations for the three and nine month periods ended May 31, 2011 and 2010 and for the period from January 18, 2007 (inception) to May 31, 2011 (Unaudited)

2Condensed Statements of Cash Flows for the nine month periods ended May 31, 2011 and 2010 and for the period from January 18, 2007 (inception) to May 31, 2011 (Unaudited)

3Notes to Financial Statements

4Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

18Item 3.  Quantitative and Qualitative Disclosures About Market Risk

22Item 4.  Controls and Procedures

22PART II—OTHER INFORMATION

24Item 1.  Legal Proceedings

24Item 1A.  Risk Factors

24Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

24Item 3.  Defaults Upon Senior Securities

24Item 4.  Removed and Reserved

24Item 5.  Other Information

24Item 6.  Exhibits

24Signature Page

26CertificationsExhibit 31.1Exhibit 31.2Exhibit 32







FORWARD-LOOKING STATEMENTS




This Report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report.  Such statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of such terms or the negative of such terms.  Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements.  Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters.  Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth under the heading “Risk Factors” in our Annual report on Form 10-K for the fiscal year ended August 31, 2010, filed on November 30, 2010.




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




YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS




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







PART I—FINANCIAL INFORMATION




Item 1.  Financial Statements.




Ironwood Gold Corp(An Exploration Stage Company)Balance Sheets(Unaudited)





As at

31 May

2011


As at

31 August

2010

(Audited)$


$AssetsCurrentCash and cash equivalents


3,583



201,068Mineral properties(Note 2 and 3)


50,000



1,194,575TOTAL ASSETS


53,583



1,395,643LiabilitiesCurrentAccounts payable and accrued liabilities (Note 5)


316,712



244,905Due to director (Note 7)


10,000



-Payable for mineral property


-



525,000TOTAL LIABILITIES


326,712



769,905Stockholders’ deficiencyCommon stock (Note 8)Authorized500,000,000 common shares, par value $0.001Issued and outstanding31 May 2011 – 83,199,200 common shares31 August 2010 – 76,799,200 common shares


83,199



76,799Capital in excess of par value


2,001,791



1,490,146Subscription received


185,000



-Common stock to be issued


4,000



-Deficit accumulated during exploration stage


(2,547,119
)


(941,207
)TOTAL STOCKHOLDERS’ DEFICIENCY


(273,129
)


625,738TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY


53,583



1,395,643





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




1





Ironwood Gold Corp(An Exploration Stage Company)Statements of Operations(Unaudited)





For the

three month

period ended

31 May

2011


For the

three month

period ended

31 May

2010


For the

nine month

period ended

31 May

2011


For the

nine month

period ended

31 May

2010


For the period

from the date of

inception on 18

January 2007 to

31 May 2011$


$


$


$


$ExpensesAccounting and audit


15,422



17,825



58,416



44,175



133,842Advertising and promotion


-



-



970



-



970Bank charges


150



285



1,721



770



3,278Consulting


75,000



37,000



175,000



62,000



302,775Exploration (Note 2)


-



51,379



367,392



82,755



764,509Filing fees


723



1,171



3,277



5,032



13,676Forgiveness of debt (Note 3 & 4)


-



-



(547,137
)


-



(547,137
)Impairment loss on mineral properties (Note 3)


-



-



1,210,467



-



1,210,467Investor relations


26,360



1,770



47,856



4,355



63,145Legal


6,037



44,823



66,126



86,928



168,005Management fees (Notes 8 and 10)


-



-



-



2,000



33,000Meals and entertainment


-



-



2,000



-



2,000Office and miscellaneous expenses


-



1,057



1,238



1,858



11,317Rent (Notes 8 and 10)


-



-



-



900



10,200Stock based compensation (Note 8)


46,811



-



207,045



-



297,065Transfer agent


150



170



2,666



1,682



7,804Travel


-



6,089



8,875



57,521



72,203Net loss for the period


(170,653
)


(161,569
)


(1,605,912
)


(349,976
)


(2,547,119
)Basic and diluted loss per common share


(0.00
)


(0.00
)


(0.02
)


(0.00
)Weighted average number of common shares – basic and diluted


83,199,200



87,749,200



83,245,720



78,940,918





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




2




Ironwood Gold Corp(An Exploration Stage Company)Statements of Cash Flows(Unaudited)





For the

nine month period

ended 31 May

2011


For the

nine month period

ended 31 May

2010


For the period

from the date

of inception

on 18 January

2007 to 31

May 2011$


$


$Cash flows used in operating activitiesNet loss for the period


(1,605,912
)


(349,976
)


(2,547,119
)Adjustments to reconcile loss to net cash used by operating activitiesStock issued for services


9,000



-



9,000Stock based compensation


198,045



-



288,065Impairment loss on mineral property acquisition costs


1,210,467



-



1,210,467Forgiveness of debt – other income


(547,137
)


-



(547,137
)Contributions to capital by related party – expenses (Notes 8 and 10)


-



3,350



48,300Changes in operating assets and liabilitiesIncrease in accounts payable and accrued liabilities


188,944



18,464



333,849Net cash flows (used in) operating activities


(546,593
)


(328,162
)


(1,204,575
)Cash flows used in investing activitiesAcquisition of mineral property interest (Note 3)


(60,892
)


(120,000
)


(180,892
)Net cash flows (used in) investing activities


(60,892
)


(120,000
)


(180,892
)Cash flows from financing activitiesPayment for advance from shareholder


(100,000
)


-



-Advances from director


60,000



-



60,000Payments to director


(50,000
)






(50,000
)Subscriptions received


185,000



-



185,000Common shares issued for cash (Note 8)


315,000



638,550



1,194,050Net cash flows provided by financing activities


410,000



638,550



1,389,050Increase (decrease) in cash and cash equivalents


(197,485
)


190,388



3,583Cash and cash equivalents, beginning of period


201,068



278



-Cash and cash equivalents, end of period


3,583



190,666



3,583Supplemental Disclosures with Respect to Cash Flows (Note 10)





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




3





Ironwood Gold Corp(An Exploration Stage Company)Notes to Financial Statements(Unaudited)31 May 2011





1.
Nature of Operations and Going Concern





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




The Company is an exploration stage company. The Company is devoting all of its present efforts in securing and establishing a new business, and its planned principle operations have not commenced, and, accordingly, no revenue has been derived during the organization period.




These interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applicable to exploration stage enterprises. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended May 31, 2011, are not necessarily indicative of the results that can be expected for the year ended August 31, 2011




Going Concern




These financial statements as of 31 May 2011 and for the nine month period then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a net loss for the nine month period ended May 31, 2011, of $1,605,912 (2010 – $349,976, cumulative – $2,547,119) and has working capital deficit of $323,129 at 31 May 2011 (31 August 2010 - $568,837).




Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company will be able to raise additional capital to continue operating and maintaining its business strategy during the fiscal year ending 31 August 2011. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.





2.
Significant Accounting Policies





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





Basis of presentation





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





Cash and cash equivalents





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




4


Ironwood Gold Corp(An Exploration Stage Company)Notes to Financial Statements(Unaudited)31 May 2011





Financial instruments





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




Mineral property costs




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




Mineral property acquisition costs are initially capitalized as tangible assets when purchased.  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.




5


Ironwood Gold Corp(An Exploration Stage Company)Notes to Financial Statements(Unaudited)31 May 2011


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




The carrying value of long-lived assets, including mineral property costs, is reviewed on a regular basis for the existence of facts or circumstance that may suggest impairment.  The Company recognized an impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset.  Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.




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.




Derivative financial instruments




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




Income taxes




Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes.  Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.




6


Ironwood Gold Corp(An Exploration Stage Company)Notes to Financial Statements(Unaudited)31 May 2011




Basic and diluted net loss per share




The Company presents both basic and diluted earnings per share (“EPS”) on the face of the income statement.  Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.  Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.  In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.




Foreign currency translation




The Company’s functional and reporting currency is in U.S. dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.  The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.




Reclassifications




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




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





Falcon Mine Property





On 2 February 2011, the Company entered into an acquisition agreement (the “Falcon Agreement”) for an interest in the prospective gold-silver project known as the Falcon Mine Property with the signing of a 2-year lease agreement which included a 50% earn-in Joint Venture agreement option. The property consists of 6 patented claims and 60-100 newly staked claims that join the patented claims on which the mine is situated.





The Falcon Agreement calls for cash payments of $225,000 by 1 September 2012, and a minimum of 8 drill holes by 30 November 2012 with 4 holes completed by 30 November 2011. To date the Company has paid $50,000.




7


Ironwood Gold Corp(An Exploration Stage Company)Notes to Financial Statements(Unaudited)31 May 2011


Cobalt Canyon Gold Project





On 28 October 2009, the Company entered into an acquisition agreement (the “Acquisition Agreement”) with Kingsmere Mining Ltd. (“KML”) and Ironwood Mining Corp. (“IMC”) whereby the Company acquired an undivided 100% right, title and interest in and to certain mineral claims known as the Cobalt Canyon Gold Project, in the Chief District, located in Lincoln County, Nevada (the “Property”). The acquisition agreement calls for cash payments of $755,000 and the issuance of an aggregate of 17,075,000 shares of our common stock (Note 7) and the completion of exploration expenditures of $2,800,000 as detailed below. Previously, Gold Canyon Partners LLP (“GC”) and KML entered into an option agreement (the “Option Agreement”) dated 31 January 2009 wherein KML acquired an exclusive option to acquire the Property from GC. KML assigned all of KML’s interest in the Property to IMC in an agreement (the “Assignment Agreement”) dated 15 April 2009. The Company will obtain all right, title and interest from KML and IMC pursuant to the terms of the Acquisition Agreement, subject to certain of the terms and conditions of the Option Agreement and the Assignment Agreement, including the obligation to make all required royalty payments to GC and all required property expenditures set forth in the Option Agreement.





ExplorationPayments


Shares


Expenditures$





$2009


465,000



17,075,000



-2010


50,000



-



250,0002011


80,000



-



350,0002012


100,000



-



450,0002013-2019


75,000



-



1,750,000755,000



17,075,000



2,800,000





On 30 November 2009 the Company entered into a purchase agreement with KML whereby the Company acquired certain rights in an additional 32 unpatented placer mining claims located at the Cobalt Canyon Gold Project in Lincoln County, Nevada. As a result of the purchase agreement, the Cobalt Canyon Gold Project will encompass a total of 696 acres in the Chief or Caliente mining district of southeastern Nevada.  The Company has issued 500,000 shares of our common stock and a cash sum of $65,000 is payable in consideration for the assignment of the rights (Note 7). On August 26, 2010, KML agreed to the cancellation of 14,950,000 shares (Note 7), including these 500,000 shares.





The Company has commenced the work program planned for the Cobalt properties, based on the recommended exploration program identified in the 43-101 compliant technical report on the properties, and to date has made exploration expenditures of approximately $617,575 on the property. After analyzing the drilling results the Company performed an impairment analysis and determined that the related acquisition costs for the Cobalt Canyon Gold Project was impaired. Therefore, an impairment loss of $617,575 representing the Company’s total investment in the Cobalt Canyon Gold Project property was recorded on 28 February 2011.





In a related transaction the Company reached an agreement with certain creditors to forgive in total $525,000 owed them for debt related to the acquisition of the Cobalt Canyon Gold Project.




8


Ironwood Gold Corp(An Exploration Stage Company)Notes to Financial Statements(Unaudited)31 May 2011




Haystack Property and Rock Creek Properties





On 1 December 2009 the Company entered into an assignment agreement (the “Assignment Agreement”) with KML whereby the Company has the option to acquire an undivided 100% right, title and interest in and to certain mineral claims known as the Haystack Property located in Pershing County, Nevada (the “Haystack Property”). The Company agreed to issue an aggregate of 10,000,000 shares of our common stock valued at $10,000 and an aggregate of $300,000 in cash in consideration for the assignment of all right, title and interest in the Haystack Property as follows: 8,500,000 shares and $255,000 to KML and 1,500,000 shares and $45,000 to Teck CO, LLC (“Teck”). Previously, KML and Teck entered into an option agreement (the “Haystack Option Agreement”) dated 26 October 2009 wherein KML acquired an exclusive option to acquire the Haystack Property from Teck. The Company will obtain all right, title and interest to the Haystack Property from KML and Teck pursuant to the terms of the Assignment Agreement, subject to certain of the terms and conditions of the Haystack Option Agreement, including the right of Teck to certain royalties payments and the right of Teck to earn-in to the Haystack Property by making certain expenditures related to the exploration and development of the Haystack Property. On August 26, 2010 KML agreed to the cancellation of 14,950,000 shares (Note 7), including these 8,500,000 shares.





On 7 December 2009 the Company entered into an assignment agreement (the “Rock Creek Assignment Agreement”) with KML whereby the Company have the option to acquire an undivided 100% right, title and interest in and to certain mineral claims known as the Rock Creek property located in Elko County, Nevada (the “Rock Creek Property”). The Company agreed to issue an aggregate of 7,000,000 shares of our common stock valued at $7,000 and an aggregate of $300,000 in cash in consideration for the assignment of all right, title and interest in the Rock Creek Property as follows: 5,950,000 shares and $255,000 to KML and 1,050,000 shares and $45,000 to Teck. Previously, KML and Teck entered into an option agreement (the “Rock Creek Option Agreement”) dated 26 October 2009 wherein KML acquired an exclusive option to acquire the Rock Creek Property from Teck. The Company will obtain all right, title and interest to the Rock Creek Property from KML and Teck pursuant to the terms of the Rock Creek Assignment Agreement, subject to certain of the terms and conditions of the Rock Creek Option Agreement, including the right of Teck to certain royalties payments and the right of Teck to earn-in to the Rock Creek Property by making certain expenditures related to the exploration and development of the Rock Creek Property. On August 26, 2010 KML agreed to the cancellation of 14,950,000 shares (Note 7), including these 5,950,000 shares.





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




9


Ironwood Gold Corp(An Exploration Stage Company)Notes to Financial Statements(Unaudited)31 May 2011


Cherry Creek Property





In November 2010 the Company entered into a Letter of intent to acquire the prospective gold property at Cherry Creek. The Company incurred $10,892 in acquisition costs and an additional $2,500 in exploration costs before deciding to abandon the property. As a result the Company recorded an impairment loss of $10,892.





4.
Forgiveness of debt





During the quarter ended 28 February 2011 the Company negotiated the forgiveness of debts owed to five creditors totaling $547,137.





5.
Accounts Payable and Accrued Liabilities





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





6.
Related Party Transactions





During the nine month period ended 31 May 2011, an officer and director of the Company made contributions to capital for management fees in the amount of $Nil (2010 – $2,000, cumulative – $33,000), rent in the amount of $Nil (2010 – $900, cumulative – $10,200) and for  telephone expenses $Nil (2010 - $450, cumulative $5,100) (Notes 8 and 10).





7.
Due to director





During the quarter ended 31 May 2011 a director advanced $60,000 to the Company and was repaid $50,000. Amounts due are non-interest bearing, unsecured and without specific terms of repayment. Amounts are expected to be repaid within one year.





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 83,299,200 common shares with a par value of $0.001 per common share.





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





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





On October 6, 2009, two directors gifted back to treasury for cancellation a total of 90,000,000 restricted common shares.   The cancellation of these share resulted in the issued and outstanding share capital being reduced from 138,500,000 common shares to 48,500,000 common shares before the forward split of the common shares on October 7, 2009.




10


Ironwood Gold Corp(An Exploration Stage Company)Notes to Financial Statements(Unaudited)31 May 2011




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





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





On 1 December 2009 the Company entered into the Assignment Agreement with KML whereby the Company have the option to acquire an undivided 100% right, title and interest in and to certain mineral claims known as the Haystack Property and issued an aggregate of 10,000,000 shares of our common stock valued at $10,000 (Note 3). On August 26, 2010, KML agreed to the cancellation of 8,500,000 of these shares.





On 7 December 2009 the Company entered into the Rock Creek Assignment Agreement with KML whereby the Company has the option to acquire an undivided 100% right, title and interest in and to certain mineral claims known as the Rock Creek property and issued an aggregate of 7,000,000 shares of our common stock valued at $7,000 (Note 3). On August 26, 2010, KML agreed to the cancellation of 5,950,000 of these shares.





On 13 January 2010, the Company completed a private placement and issued 4,674,200 common shares of the Company at a price of $0.25 per common share. The Company issued 2,614,200 of these common shares for net cash proceeds of $638,550, being gross proceeds of $653,550 less share issue costs of $15,000. In addition the Company issued 2,060,000 of these shares to pay $515,000 of the $1,025,000 debt owed KML under the mineral property acquisition agreements.





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





On 27 August 2010, the Company issued 4,000,000 Units for gross proceeds of $200,000, of a private placement of 20,000,000 Units offered at $0.05 per unit of the Company’s securities.  Each Unit consists of 1 share of common stock, par value $0.001 per share and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $0.07 per share for a period of 24 months. The 4,000,000 warrants (still outstanding at 31 August 2010) were valued using the Black-Scholes model. Based on this valuation, a fair value of $96,677 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.





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




11


Ironwood Gold Corp(An Exploration Stage Company)Notes to Financial Statements(Unaudited)31 May 2011




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





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





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





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





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





On January 24, 2011, the Company entered into a Restricted Stock Award Agreement (the “Agreement”) with Anton S. Borozdin, whereby Mr. Borozdin will serve as a director of the Company. Pursuant to the Agreement, Mr. Borozdin will receive one hundred thousand (100,000) shares of Company common stock in connection with his service as a director. The transaction was valued at $4,000 being the trading price of the Company’s shares on January 24, 2011, $0.04 per share multiplied by the number of shares issued 100,000. These shares have not been issued as of the date of these financial statements.





Subscriptions received





On November 24, 2010, and January 7, 2011 the Company received $30,000 and $40,000 respectively as partial payment on the private placement of 2,500,000 Units for gross proceeds of $125,000, of a private placement of 20,000,000 Units offered at $0.05 per unit of the Company’s securities.  Each Unit consists of 1 share of common stock, par value $0.001 per share and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $0.07 per share for a period of 24 months.




12


Ironwood Gold Corp(An Exploration Stage Company)Notes to Financial Statements(Unaudited)31 May 2011




On January 1, 2011 the Company received $60,000 as payment on the private placement of 1,200,000 Units for gross proceeds of $60,000, of a private placement of 20,000,000 Units offered at $0.05 per unit of the Company’s securities.  Each Unit consists of 1 share of common stock, par value $0.001 per share and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $0.07 per share for a period of 24 months.





On May 12, 2011 the Company received the final $55,000 for 1,100,000 units of a 2,500,000 unit private placement. The private placement was part of 20,000,000 Units offered at $0.05 per unit of the Company’s securities.  Each Unit consists of 1 share of common stock, par value $0.001 per share and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $0.07 per share for a period of 24 months.





Stock Options




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




Options to purchase common shares have been granted to directors at exercise prices determined by reference to the market value on the date of the grant. The terms of the option and the option price are fixed by the directors at the time of grant subject to price restrictions imposed by the TSX Venture Exchange. Stock options awarded have a maximum term of ten years.





On 20 April 2010, the Company granted an aggregate of 6,250,000 incentive options to various directors and officers of the Company. The options vest evenly, at the end of each calendar quarter, over five years beginning on June 30, 2010. The weighted average exercise price of the options is $0.31 each and they are exercisable until April 20, 2020. The weighted average grant-date fair value for these options is $1,800,400.





During the nine month period ended 31 May 2011, 3,000,000 options expired and on 31 May 2011, 3,250,000 options were outstanding. 1,000,000 options were vested at 31 May 2011.





Stock-based compensation expense
 
 Options granted to directors and officers of the Company are accounted for using the Black-Scholes option pricing model and recoded as the options vest. The exercise price of the options is $0.31 each and they are exercisable until April 20, 2015. The fair value of stock options vested during the quarter ended 31 May 2011 was $46,811 ($0.29 each) as estimated at the date of grant using the Black-Scholes option pricing model.


The Company uses historical data to estimate option exercises and employee termination in the option pricing model. The expected term of options granted is derived from the output of the option pricing model and represents the period of time that options granted are expected to be outstanding. The expected volatilities are based on the historical volatility of the Company's traded stock and other factors. The following table shows the assumptions used and weighted average fair value for grants in the nine month period ended 31 May 2011.





Expected annual dividend rate


0.00
%Risk-free interest rate


3.25
%Weighted average expected life (years)


10Expected volatility of common stock


98.43
%Forfeiture rate


0.00
%Weighted average fair value of option grants

$
0.29




13


Ironwood Gold Corp(An Exploration Stage Company)Notes to Financial Statements(Unaudited)31 May 2011


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




14


Ironwood Gold Corp(An Exploration Stage Company)Notes to Financial Statements(Unaudited)31 May 2011


Warrants





As at 31 May 2011, and 31 August 2010, the following share purchase warrants were outstanding and exercisable:





Expiry Date

Exercise Price


31 May 2011


31 August 2010August 27, 2012

$
0.07



4,000,000



4,000,000September 3, 2012

$
0.07



1,000,000



-September 28, 2012

$
0.07



300,000



-October 8, 2012

$
0.07



1,000,000



-October 13, 2012

$
0.07



2,000,000



-November 24, 2012

$
0.07



2,000,000



-10,300,000



4,000,000





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





31 May 2011


31 August 2010Number of

Warrants


Weighted

Average

Exercise Price


Number of

Warrants


Weighted

Average

Exercise

PriceOutstanding, beginning of period


4,000,000


$
0.07



-



-Issued


6,300,000


$
0.07



4,000,000


$
0.07Exercised


-



-



-



-Expired


-



-



-



-Outstanding, end of period


10,300,000


$
0.07



4,000,000


$
0.07




15


Ironwood Gold Corp(An Exploration Stage Company)Notes to Financial Statements(Unaudited)31 May 2011


9.
Income Taxes





The Company has losses carried forward for income tax purposes to 31 May 2011.  There are no current or deferred tax expenses for the period ended 31 May 2011 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 carry forward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.





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





For the

nine month

period ended

31 May 2011


For the

year ended 31

August 2010$


$Refundable federal tax asset attributable to:Current operations


546,010



282,675Stock based compensation


(67,335
)


(30,607
)Contributions to capital by related party


-



(1,139
)Write off mineral property


-



-Less: Change in valuation allowance


(478,675
)


(250,930
)Net refundable amount


-



-





The composition of the Company’s deferred tax assets as at 31 May 2011 and 31 August 2010 is as follows:


As at 31 May

2011


As at 31

August 2010$


$Net operating loss carry forward


2,259,674



807,537Statutory federal income tax rate


34
%


34
%Effective income tax rate


0
%


0
%Deferred tax asset


768,289



274,563Less: Valuation allowance


(768,289
)


(274,563
)Net deferred tax asset


-



-





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





As at 31 May 2011, the Company has an unused net operating loss carry forward balance of approximately $2,191,404 that is available to offset future taxable income.  This unused net operating loss carry-forward balance expires through 2026 and 2030.




16


Ironwood Gold Corp(An Exploration Stage Company)Notes to Financial Statements(Unaudited)31 May 2011


10.
Supplemental Disclosures with Respect to Cash Flows





For the period

from the date of

inception on 18

January 2007 to

31 May 2011


For the

nine month

period ended

31 May

2011


For the

nine month

period ended

31 May

2010$


$


$Cash paid during the period for interest


-



-



-Cash paid during the period for income taxes


-



-



-





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





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





On 1 December 2009 the Company issued 10,000,000 common shares, valued at $10,000, as partial settlement of a purchase agreement to acquire certain mineral claims known as the Haystack Property located in Pershing County, Nevada (Note 3 and 8).





On 7 December 2009 the Company issued 7,000,000 common shares, valued at $10,000, as partial settlement of a purchase agreement to acquire certain mineral claims known as the Rock Creek property located in Elko County, Nevada (Note 3 and 8).





On 13 January 2010, the Company completed a private placement and issued 2,060,000 common shares at $0.25 per share in exchange for the cancellation of $515,000 owed KML (Note 3 and 8).





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





On 28 February 2011, the Company issued 100,000 common shares to a member of its board of directors for services to the Company valued at $0.04 per common share for a total consideration of $4,000.





During the quarter ended 28 February 2011 the Company negotiated the forgiveness of debts owed to five creditors totaling $547,137.




17


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




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




Background




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





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





On October 6, 2009, our two former directors gifted back to treasury for cancellation a total of 90,000,000 restricted common shares.  The cancellation of these shares resulted in the issued and outstanding share capital being reduced from 138,500,000 common shares to 48,500,000 common shares before the forward split of the common shares.   Effective October 27, 2009, the Company completed  a 50 to 1 forward stock split.  The authorized share capital remained unchanged at 500,000,000 common shares with the same par value of $0.001.





In an effort to grow our Company, on October 28, 2009, we entered into an acquisition agreement (the “Acquisition Agreement”) with Kingsmere Mining Ltd. (“KML”) and Ironwood Mining Corp. (“IMC”), whereby we acquired an undivided 100% right, title, and interest in and to certain mineral claims known as the Cobalt Canyon Gold Project, in the Chief District, located in Lincoln County, Nevada (the “Cobalt Canyon Property”), in exchange for an aggregate of 17,075,000 shares of our common stock and an aggregate cash sum of $575,000.  Previously, Gold Canyon Partners LLP (“GC”) and KML entered into an option agreement (the “Option Agreement”), dated January 31, 2009, wherein KML acquired an exclusive option to acquire the Cobalt Canyon Property from GC.  KML assigned all of KML’s interest in the Property to IMC in an agreement (the “Cobalt Assignment Agreement”) dated April 15, 2009.





On November 30, 2009, we entered into a purchase agreement with KML (“Purchase Agreement”), whereby we acquired certain rights in 32 unpatented placer mining claims located at the Cobalt Canyon Gold Project in Lincoln County, Nevada.  As a result of the purchase agreement, the Cobalt Canyon Gold Project encompasses a total of  696 acres in the Chief or Caliente mining district of southeastern Nevada.  We agreed to issue 500,000 shares of our common stock and a cash sum of $65,000 in consideration for the assignment of the rights.  We have a work program planned for the Cobalt properties, based on the recommended exploration program identified in the N.I. 43-101 compliant technical report on the properties, which will be executed over the next twelve months and has determined that there is no impairment in value of the properties at this point.  On August 16, 2010, exploratory drilling at the Cobalt Canyon Property in Nevada commenced.  On August 26, 2010, KML agreed to the cancellation of all 500,000 shares of common stock issued to KML pursuant to the Purchase Agreement.  After analyzing the drilling results, we performed an impairment analysis and determined that the related acquisition costs for the Cobalt Canyon Gold Project was impaired. Therefore, an impairment loss of $617,575 representing our total investment in the Cobalt Canyon Gold Project property was recorded on February 28, 2011 and we have abandoned the property.




18


On December 1, 2009, we entered into an assignment agreement (the “Haystack Assignment Agreement”) with KML, whereby we have the option to acquire an undivided 100% right, title, and interest in and to certain mineral claims known as the Haystack Property, located in Pershing County, Nevada (the “Haystack Property”).  We agreed to issue an aggregate of 10,000,000 shares of our common stock and an aggregate of $300,000 in cash in consideration for the assignment of all right, title, and interest in the Haystack Property as follows: 8,500,000 shares and $255,000 to KML and 1,500,000 shares and $45,000 to Teck CO, LLC (“Teck”).  Previously, KML and Teck entered into an option agreement (the “Haystack Option Agreement”), dated October 26, 2009, wherein KML acquired an exclusive option to acquire the Haystack Property from Teck.  We will obtain all right, title, and interest to the Haystack Property from KML and Teck pursuant to the terms of the Haystack Assignment Agreement, subject to certain of the terms and conditions of the Haystack Option Agreement, including the right of Teck to certain royalties payments and the right of Teck to earn-in to the Haystack Property by making certain expenditures related to the exploration and development of the Haystack Property.  On June 07, 2010, we announced the receipt of a N.I. 43-101 compliant report undertaken by Crosby Consulting & Exploration Services regarding the Haystack Property.  The report provides key details regarding the mineral assets and provides detailed exploratory recommendations.  On August 26, 2010, KML agreed to the cancellation of all 8,500,000 shares of common stock issued to KML pursuant to the Haystack Assignment Agreement.  The Company was working on a 43-101 compliant technical report and had completed exploration related expenditures of approximately $175,000 on the Haystack Property when on November 24, 2010, Teck provided written notice that they had unilaterally terminated the Haystack Assignment Agreement. We disputed this unilateral termination due to force majeure events we suffered and believed that we had exceeded our obligations given the force majeure events we experienced.  However, due to the ongoing dispute and the fact that we were not allowed access to the Haystack Property, the Company performed an impairment analysis and determined that the related acquisition costs were impaired and recorded an impairment loss of $310,000 representing the Company’s total investment in the Haystack Property on November 30, 2010.  Our Board of Directors has since determined that it is not in the best interests of the Company and its shareholders to pursue a claim against Teck at this time.  While we retain our right to bring a claim under the Haystack Assignment Agreement at a future date, we deemed the Haystack Assignment Agreement terminated as of January 14, 2011.





On December 7, 2009, we entered into an assignment agreement (the “Rock Creek Assignment Agreement”) with KML, whereby we have the option to acquire an undivided 100% right, title, and interest in and to certain mineral claims known as the Rock Creek property, located in Elko County, Nevada (the “Rock Creek Property”).  We agreed to issue an aggregate of 7,000,000 shares of our common stock and an aggregate of $300,000 in cash in consideration for the assignment of all right, title, and interest in and to the Rock Creek Property as follows: 5,950,000 shares and $255,000 to KML and 1,050,000 shares and $45,000 to Teck.  Previously, KML and Teck entered into an option agreement (the “Rock Creek Option Agreement”), dated October 26, 2009, wherein KML acquired an exclusive option to acquire the Rock Creek Property from Teck.  We will obtain all right, title, and interest to the Rock Creek Property from KML and Teck pursuant to the terms of the Rock Creek Assignment Agreement, subject to certain of the terms and conditions of the Rock Creek Option Agreement, including the right of Teck to certain royalties payments and the right of Teck to earn-in to the Rock Creek Property by making certain expenditures related to the exploration and development of the Rock Creek Property.  We have a work program planned for the Rock Creek property, based on the recommended exploration program identified in the N.I. 43-101 compliant technical report on the properties, which will be executed over the next twelve months and has determined that there is no impairment in value of the property at this point.On August 26, 2010, KML agreed to the cancellation of all 5,950,000 shares of common stock issued to KML pursuant to the Rock Creek Assignment Agreement.  The Company was working on a 43-101 compliant technical report and had completed exploration related expenditures of approximately $283,000 on the Rock Creek Property when on November 24, 2010, Teck provided written notice that they had unilaterally terminated the Rock Creek Assignment Agreement.  We disputed this unilateral termination due to force majeure events we suffered and believed that we had exceeded our obligations given the force majeure events we experienced.  However, due to the ongoing dispute and the fact that we were not allowed access to the Rock Creek Property, the Company performed an impairment analysis and determined that the related acquisition costs were impaired and recorded an impairment loss of $307,000 representing the Company’s total investment in the Rock Creek Property on November 30, 2010.  Our Board of Directors has since determined that it is not in the best interests of the Company and its shareholders to pursue a claim against Teck at this time.  While we retain our right to bring a claim under the Rock Creek Assignment Agreement at a future date, we deemed the Rock Creek Assignment Agreement terminated as of January 14, 2011.




19


On January 13, 2010, we completed a private placement and issued 4,674,200 shares of common stock of the Company at a price of $0.25 per share.  We issued 2,614,200 of these common shares for net cash proceeds of $638,550, being gross proceeds of $653,550 less share issue costs of $15,000.  In addition, we issued 2,060,000 of these shares to pay $515,000 of the $1,025,000 debt owed KML under the mineral property acquisition agreements.





Beginning September 3, 2010 through October 21, 2010, we conducted a financing whereby we entered into a standard form of Securities Purchase Agreement with certain accredited investors pursuant to which such investors agreed to purchase in the aggregate up to 6,300,000 Units (as defined below) of the Company at a price of $0.05 per Unit for aggregate gross proceeds of $315,000.  Further, on November 24, 2010, January 1, 2011 and January 7, 2011, the Company received $30,000, $60,000 and $40,000, respectively, as partial payment on the private placement of 3,700,000 Units for gross proceeds of $185,000. In addition, on May 12, 2011, the Company received $55,000 for 1,100,000 Units, as final payment on a subscription for a total of 2,500,000 Units.  Each “Unit” consists of one share of the Company’s common stock and one warrant to purchase one share of common stock at a price of $0.07, exercisable over two years.





In a further effort to grow our Company, on November 15, 2010, we entered into a non-binding letter of intent (“LOI”) with Gold Mining Claims and Projects, LLC (“GMCP”) to acquire a 100% interest in mining operations on twenty unpatented lode claims commonly known as the Cherry Creek property, located approximately ninety miles south of the town of Wells, in White Pine County, Nevada.  We have decided not to pursue any further activity on the Cherry Creek property or enter into any material definitive agreement related thereto.  Accordingly, the property and project have been abandoned.





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





Further, on January 25, 2011, we entered into a lease agreement with The Falcon Group Claims (“Falcon”) for the development of a gold-silver mining project known as the Falcon Mine Property (the “Falcon Property”) located in the northern end of the Carlin Trend gold belt in Nevada (the “Lease”).  The Lease includes an earn-in joint venture agreement option, to be negotiated by the parties, for further development of the Falcon Property.  Such joint venture option is exercisable anytime on or before November 30, 2012, unless such option period is extended pursuant to the terms and conditions of the Lease.  The Falcon Property consists of six patented claims and between 60-100 newly staked claims that join the patented claims on which the mine is situated.  In accordance with the Lease, we are obligated to make certain expenditures on the Falcon Property, including drilling a minimum of four (4) drill holes for the purpose of obtaining soil samples and conducting field survey work on the Falcon Property.





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





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




20


Critical Accounting Policies




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




The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP.  We believe certain critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.  A description of our critical accounting policies is set forth in our Annual Report on Form 10-K for the year ended August 31, 2010.  As of, and for the nine months ended May 31, 2011, there have been no material changes or updates to our critical accounting policies.




Results of Operations




The following discussion of the financial condition, results of operations, cash flows, and changes in our financial position should be read in conjunction with our audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2010, filed on November 30, 2010.




Comparison of three and nine month periods ended May 31, 2011 and May 31, 2010





During the three and nine month periods ended May 31, 2011 and May 31, 2010, we earned no revenues.





For the three month periods ended May 31, 2011 and May 31, 2010, we incurred a loss of $170,653 and $161,569, respectively.  For the nine month periods ended May 31, 2011 and May 31, 2010, we incurred a loss of $1,605,912 and $349,976, respectively.  This increase for the three month period ended May 31, 2011 is primarily attributed to a decrease in legal fees $6,037 (2010 $44,823), exploration costs $Nil (2010 $51,379) and travel costs $Nil (2010 $6,089), offset by an increase in stock based compensation $46,811 (2010 $Nil), consulting $75,000 (2010 $37,000) and investor relations $26,360 (2010 $1,770).  The increase for the nine month period ended May 31, 2011 is primarily attributed to the impairment loss on our mineral properties $1,210,467 (2010 $Nil), exploration costs $367,392 (2010 $82,755), and consulting $175,000 (2010 $62,000).





Period from inception, January 18, 2007 to May 31, 2011





Since inception, we have an accumulated deficit during the development stage of $2,547,119.  We expect to continue to incur losses as a result of continued exploration of our mineral properties.





Liquidity and Capital Resources





As of May 31, 2011, we had approximately $3,583 in cash and a working capital deficiency of approximately $323,129.  During the three and nine month periods ended May 31, 2011, our primary sources of cash were subscriptions received in advance from investors participating in a private placement of the Company’s Units at a price of $0.05 per Unit.  Each “Unit” consists of one share of the Company’s common stock and one warrant to purchase one share of common stock at a price of $0.07, exercisable over two years.  In addition, during the three months ended May 31, 2011, a director advanced $60,000 to the Company and was repaid $50,000.  Amounts due are non-interest bearing, unsecured and without specific terms of repayment.  Amounts are expected to be repaid within one year.





For the nine month period ended May 31, 2011, we used net cash of $60,892 in investing activities, had net cash provided by financing activities of $410,000 and used $546,593 in operating activities.




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Our current cash requirements are significant due to planned exploration and development of current projects, and we anticipate generating losses.  In order to execute on our business strategy, including the exploration and development of our current mining properties, we will require additional working capital, commensurate with the operational needs of our planned drilling projects and obligations.  Our management believes that we should be able to raise sufficient amounts of working capital through debt or equity offerings, as may be required to meet our short-term obligations.  However, changes in our operating plans, increased expenses, acquisitions, or other events, may cause us to seek additional equity or debt financing in the future.  We anticipate continued and additional drilling operations on our mineral properties.  Accordingly, we expect to continue to use debt and equity financing to fund operations for the next twelve months, as we look to expand our asset base and fund exploration and development of our properties.





Such working capital will most likely be obtained through equity or debt financings until such time as we reach the production stage.  There are no assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be available on any terms when needed.  Any failure to secure additional financing may force us to modify our business plan.  In addition, we cannot be assured of profitability in the future.





Off-Balance Sheet Transactions




There are no off-balance sheet transactions.




Item 3.  Quantitative and Qualitative Disclosures About Market Risk.




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




Item 4.  Controls and Procedures.




Evaluation of Disclosure Controls and Procedures





We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer along with our Principal Financial Officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of May 31, 2011 pursuant to Exchange Act Rule 13a-15.  Based upon that evaluation, our Principal Executive Officer along with our Principal Financial Officer concluded that our disclosure controls and procedures are not effective as of May 31, 2011 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms.  This conclusion is based on findings that constituted material weaknesses.  A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.





In performing the above-referenced assessment, our management identified the following material weaknesses:





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





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





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





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




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





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





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





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





Changes in Internal Controls Over Financial Reporting





There were no changes in our internal controls over financial reporting that occurred during the three months ended May 31, 2011 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.




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PART II—OTHER INFORMATION




Item 1.  Legal Proceedings.




None.




Item 1A.  Risk Factors.




Not applicable.




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




On March 16, 2011, the Company issued to Robert L. Wyllie 1,500,000 shares (the “Falcon Shares”) of the common stock, par value $0.001 per share, of the Company.  The Falcon Shares were issued in connection with the Company’s Falcon Mines/Falcon Group Claims Lease Agreement - Joint Venture Option, as disclosed in the Company’s Current Report on Form 8-K filed February 3, 2011.  The offer and sale of the Falcon Shares was effected without registration in reliance on the exemption afforded by Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended, and the rules promulgated thereunder.





On May 12, 2011, the Company received the final $55,000 for 1,100,000 Units out of a 2,500,000 Unit private placement subscription, in connection with a private placement of 20,000,000 Units offered at $0.05 per Unit of the Company’s securities.  Each “Unit” consists of one share of Company common stock, par value $0.001 per share (the “Shares”) and one warrant exercisable to purchase one share of Company common stock at an exercise price of $0.07 per share for a period of twenty four (24) months (the “Warrants”).  The Shares and the Warrants were issued in reliance upon Rule 506 of Regulation D and/or Regulation S of the Securities Act of 1933, as amended, and comparable exemptions for sales to “accredited” investors under state securities laws.





Item 3.  Defaults Upon Senior Securities.




None.




Item 4.  [Removed and Reserved].




Item 5.  Other Information.




None.




Item 6.  Exhibits.




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





Exhibit Number

Name3.1

Certificate of Incorporation (incorporated by reference to the registrant’s Registration Statement on Form SB-2 filed on October 18, 2007)3.2

Articles of Incorporation (incorporated by reference to the registrant’s Registration Statement on Form SB-2 filed on October 18, 2007)3.3

By-laws (incorporated by reference to the registrant’s Registration Statement on Form SB-2 filed on October 18, 2007)3.4

Amendment to Articles of Incorporation (incorporated by reference to the registrant’s Current Report on Form 8-K filed on October 29, 2009)




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31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002*31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002*32

Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*





* Filed herewith.




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SIGNATURES





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





IRONWOOD GOLD CORP.(Registrant)Date: July 15, 2011
By:
/s/ Behzad ShayanfarBehzad Shayanfar, Chief Executive Officer(Principal Executive Officer)Date: July 15, 2011
By:
/s/ Behzad ShayanfarBehzad Shayanfar, Interim Chief Financial Officer(Principal Financial Officer & Principal AccountingOfficer)




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