UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10K





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





For the fiscal year ended August 31, 2009





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





For the transaction period from September 1, 2008 to August 31, 2009





Commission File Number:   000-53267





IRONWOOD GOLD CORP.
(Formerly Suraj Ventures, Inc.)(Exact name of registrant as specified in charter)





Nevada
74-3207792State or other jurisdiction of incorporation or organization
(I.R.S. Employee I.D. No.)





7047
E. Greenway Parkway, #250Scottsdale,
Arizona
85254(Address
of principal executive offices)
(Zip Code)





Registrant’s telephone number                                                      1-888-356-4942Securities registered pursuant to Section 12(b) of the Act:





Title of each share
Name of each exchange on which registeredNone
None





Securities registered pursuant to Section 12 (g) of the Act:None(Title of Class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act   [    ]  Yes   [X]  No





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.   [    ] Yes   [   ]  No





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 past 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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the proceeding 12 months (or for such shorter period that the registrant was required
to submit and post such files).    [   ] Yes  [    ] No





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendments
to this Form 10-K   [    ]






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





Large accelerated filer   [   ]                                                                                                           Accelerated
filer                      [   ]





Non-accelerated filer     [   ]  (Do not check if a small reporting company)                            Small reporting company      
[X]





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes [  ]   No   [X]





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recent completed second fiscal quarter.





(APPLICABLE ONLY TO CORPORATE REGISTRANTS)





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





November 1, 2009: 48,500,000 post-split common shares





DOCUMENTS INCORPORATED BY REFERENCE





Listed hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; (3) Any prospectus filed pursuant to Rule 424 (b) or (c) under the Securities Act of 1933.   The
listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 31, 1980).











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TABLE OF CONTENTS





PART 1

PageITEM 1.
Business.
4ITEM 1A.
Risk Factors.
5ITEM 1B.
Unresolved Staff Comments.
9ITEM 2.
Properties.
9ITEM 3.
Legal Proceedings.
14ITEM 4.
Submission of Matters to Vote of Securities Holders
14PART IIITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities.
14ITEM 6
Selected Financial Information.
14ITEM 7.
Management’s Discussion and Analysis of Financial Conditions and Results of Operations.
15ITEM 7A.
Quantitative and Qualitative Disclosure about Market Risk.
18ITEM 8.
Financial Statement and Supplementary Data.
18ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
18ITEM 9A
Controls and Procedures.
18ITEM 9A(T)
Controls and Procedures
20ITEM 9B
Other information
20PART IIIITEM 10.
Directors, Executive Officers and Corporate Governance.
20ITEM 11.
Executive Compensation.
22ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
24ITEM 13.
Certain Relationships and Related Transactions, and Director Independence.
26ITEM 14
Principal Accounting Fees and Services.
27PART IVITEM 15.
Exhibits, Financial Statement Schedules
27SIGNATURES
29









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PART 1





ITEM 1.   BUSINESS





History and Organization





Ironwood Gold Corp. (“Ironwood”), formerly Suraj Ventures, Inc. was incorporated on January 18, 2007 under the laws of the State of Nevada.  It has not been in bankruptcy, receivership or similar proceedings since its inception.   Ironwood’s executive offices are located at 7047 E. Greenway Parkway,
#250, Scottsdale, Arizona, 85254 and our telephone number is 1-888-356-4942.





Ironwood is engaged in the exploration of a mineral claim known as the “Arjun Claim” (“Arjun”) located in the Republic of India.  Ironwood is referred to as being in the “pre-exploration” stage by its auditors.  This term is generally used in Financial Accounting Standards to describe
a company seeking to develop its ideas and products.   Ironwood is not in the development stage with regards to the Arjun mineral.   Ironwood is purely an exploration company.





Ironwood has no revenue to date from its exploration activities on the Arjun, and its ability to effect its plans for the future will depend on the availability of financing.   Such financing will be required to explore the Arjun to a stage where a decision can be made by management as to whether an ore reserve exists and
can be successfully brought into production.  Ironwood anticipates obtaining such funds from its directors and officers, financial institutions or by way of the sale of its capital stock in the future, but there can be no assurance that Ironwood will be successful in obtaining additional capital for exploration activities from the sale of its capital stock or in otherwise raising substantial capital.





Since Ironwood became a reporting company it is responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Form 10K and Form 10Qs.





The shareholders may read and copy any material filed by Ironwood with the SEC at the SEC’s Public Reference Room at 100 F Street N.W., Washington, DC, 20549.   The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330.   The SEC maintains
an Internet site that contains reports, proxy and information statements, and other information which Ironwood has filed electronically with the SEC by assessing the website using the following address:  http://www.sec.gov.   Ironwood has no website at this time.





Planned Business





The following discussion should be read in conjunction with the information contained in the financial statements of Ironwood and the notes, which form an integral part of the financial statements, which are attached hereto.





The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.





Ironwood presently has minimal day-to-day operations; consisting mainly of preparing the reports to be filed with the SEC as required.









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ITEM 1A                      RISK FACTORS




An investment in our common stock involves an exceptionally high degree of risk and is extremely speculative. In addition to the other information regarding Ironwood contained in this Form 10-K, you should consider many important factors in determining whether to purchase the shares in our Company. The
following risk factors reflect the potential and substantial material risks which could be involved if you decide to purchase shares in Ironwood.




Risks Associated with our Company:




We lack an operating history and have losses, which we expect to continue into the future. As a result, we may have to suspend or cease exploration activity or cease operations.




While we were incorporated in 2007, we have only conducted limited exploration activities.  We have not generated any revenues. We have no exploration history upon which you can evaluate the likelihood of our future success or failure.  Our net loss from inception to August 31, 2009 is $109,809.  Our ability to
achieve profitability and positive cash flow in the future is dependent upon




*
our ability to locate a profitable mineral property*
our ability to locate an economic ore reserve*
our ability to generate revenues*
our ability to reduce exploration costs.




Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral property.




We cannot guarantee we will be successful in generating revenues in the future. Failure to generate revenues may cause us to go out of business.




We have no known ore reserves and we cannot guarantee we will find any gold and/or silver mineralization or, if we find gold and/or silver mineralization, that it may be economically extracted. If
we fail to find any gold and/or silver mineralization or if we are unable to find gold and/or silver mineralization that may be economically extracted, we will have to cease operations.




We have no known ore reserves. Even if we find gold and/or silvermineralizationwe cannot guarantee that any gold and/or silver mineralizationwill
be of sufficient quantity so as to warrant recovery. Additionally, even if we find gold and/or silver mineralizationin sufficient quantity to warrant recovery, we cannot guarantee that the ore will be recoverable. Finally, even if any gold and/or silvermineralizationis
recoverable, we cannot guarantee that this can be done at a profit. Failure to locate gold deposits in economically recoverable quantities will cause us to cease operations.




Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our property does not contain any reserves, and any funds spent on exploration will be lost.




Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our sole property, the Arjun, does not contain any reserves, and any funds spent on exploration will be lost. If we cannot raise further funds as a result, we may have to suspend or cease operations entirely which would result in
the loss of your investment.






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If we don't raise enough capital for exploration, we will have to delay exploration or go out of business, which will result in the loss of our shareholders’ investment in our Company.




We estimate that, with funding committed by our management combined with our cash on hand, we have sufficient cash to continue operations for twelve months.  We are in the pre-exploration stage.  We need to raise additional capital to undertake Phase I, or any of Phase II, of our planned exploration activity.  If
we are unsuccessful in raising addition funds, we will have to delay exploration or cease our exploration activity and go out of business, which will result in the loss of our shareholders’ investment in our Company.




Since we are small and do not have much capital, we must limit our exploration and as a result may not find an ore body. Without an ore body,
we cannot generate revenues and you will lose your investment.




The possibility of development of and production from our exploration property depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified professional engineers and geologists.  We are a small company and do not have much capital.  We must limit our exploration
activity unless and until we raise additional capital.  Any decision to expand our operations on the Arjun will involve the consideration and evaluation of several significant factors beyond our control.  These factors include, but are not limited to:




●
Market prices for the minerals to be produced;●
Costs of bringing the Arjun into production including exploration preparation of production feasibility studies and construction of production facilities;●
Political climate and/or governmental regulations and controls;●
Ongoing costs of production;●
Availability and cost of financing; and●
Environmental compliance regulations and restraints.




These types of programs require substantial capital. Because we may have to limit our exploration, we may not find an ore body, even though the Arjun may contain mineralized material. Without an ore body, we cannot generate revenues and our shareholders will lose their investment.




We may not have access to all of the supplies and materials we need to begin exploration which could cause us to delay or suspend exploration activity.




We have made no attempt to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials as and when we begin to undertake additional exploration activity in 2010.  Competition and unforeseen limited sources of supplies in the industry could result in occasional
spot shortages of equipment and/or supplies we need to conduct our planned exploration work.  If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.




No matter how much money is spent on the Arjun, the risk is that we might never identify a commercially viable ore reserve.





Over the coming years, we might expend considerable capital on exploration of the Arjun without finding anything of value.  It is very likely the Arjun does not contain any reserves so any funds spent on exploration will probably be lost.  No matter how much money is spent on the Arjun, we might never be able to find
a commercially viable ore reserve.






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Even if the Arjun were found to contain a deposit, since we have not put a mineral deposit into production before, we will have to acquire outside expertise. If we are unable to acquire such expertise we may be unable to put the Arjun into production and you may lose your investment.




We have no experience in placing mineral deposit properties into production, and our ability to do so will be dependent upon using the services of appropriately experienced personnel or entering into agreements with other major resource companies that can provide such expertise. There can be no assurance that we will have available to us the
necessary expertise when and if we place a mineral deposit into production.




Mineral exploration and development activities are inherently risky and we may be exposed to environmental liabilities. If such an event were to occur it may result in a loss of your investment.




The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored are ultimately developed into production.  Most exploration projects do not result in the discovery of commercially mineable deposits of ore.  The Arjun, our sole property, does not have a known body of commercial
ore. Should the Arjun be found to have commercial quantities of ore, we would be subject to additional risks respecting any development and production activities. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in extraction operations and the conduct of exploration programs. We do not carry liability insurance with respect
to our mineral exploration operations and we may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards. There are also physical risks to the exploration personnel working in the rugged terrain of India, often in poor climatic conditions. Previous mining exploration activities may have caused environmental damage to the Arjun. It may be difficult or impossible to assess the extent to which such damage was caused by us or by the activities of previous operators,
in which case, any indemnities and exemptions from liability may be ineffective.




Even with positive results during exploration, the Arjun might never be put into commercial production due to inadequate tonnage, low metal prices or high extraction costs.





We might be successful, during future exploration programs, in identifying a source of minerals of good grade but not in the quantity, the tonnage, required to make commercial production feasible.  If the cost of extracting any minerals that might be found on the Arjun is in excess of the selling price of such minerals, we would
not be able to develop the claim.  Accordingly even if ore reserves were found on the Arjun, without sufficient tonnage we would still not be able to economically extract the minerals from the claim in which case we would have to abandon the Arjun and seek another mineral property to develop, or cease operations altogether.





Both of our former executive officers and directors reside in the Republic of India (“India”).   All of our assets are presently located within India.  It may not be possible for investors to affect service of process upon our former directors and officers in India
or to enforce any judgment obtained from non-Indian courts against them in India, or against our assets in India.





Attempts to serve process on Ironwood or its former officers and directors may be hampered because the Company’s assets and former management are physically located outside the United States.  Further, any judgments obtained against Ironwood in a United States court may not be recognized or enforceable in the courts of India,
making it difficult or, as a practical matter, impossible to collect on, or enforce, a U.S. Court’s judgment in India.






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Even if a market develops for our shares our shares may be thinly traded, with wide share price fluctuations, low share prices and minimal liquidity.





If and when a market for our shares develops, the share price may be volatile with wide fluctuations in response to several factors, including:





●
Potential investors’ anticipated feeling regarding our results of operations;●
Increased competition and/or variations in mineral prices;●
Our ability or inability to generate future revenues; and●
Market perception of the future of the mineral exploration industry.





Since our shares are quoted on the OTCBB, our share price may be impacted by factors that are unrelated or disproportionate to our operating performance.  Our share price might be affected by general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations.  These
factors, which are not under our control, may have a material effect on our share price.





We anticipate the need to sell additional treasury shares in the future meaning that there will be a dilution to our existing shareholders resulting in their percentage ownership in Ironwood being reduced accordingly.





We may seek additional funds through the sale of our common stock.  This will result in a dilutive effect to our shareholders whereby their percentage ownership interest in Ironwood is reduced.  The magnitude of this dilutive effect will be determined by the number of shares we will have to issue in the future to obtain
the funds required.




Since our securities are subject to penny stock rules, you may have difficulty reselling your shares.




Our shares are "penny stocks" and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation
the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.





ITEM 1B                      UNRESOLVED STAFF COMMENTS





There are no unresolved staff comments.





ITEM 2                                PROPERTIES




Particulars of the Arjun, our sole mineral property, together with issues we face in conducting exploration work on the property, are as follows.




Location and Access




The Arjun is located approximately 101 kilometers (62.7 miles) north of Thiruvanathapuram, the capital of the State of Kerala, India.   The area covered by the Arjun is an active mineral exploration and development region with plenty of heavy equipment and operators available for hire. Thiruvanathapuram , and another nearby
town, Kollam (only 30 kilometers/   miles south of the claim), provide all necessary amenities and supplies including, an experienced workforce,  fuel, helicopter services, hardware, drilling companies and assay services.  Access to the Arjun is via government maintained all-weather road.   No water is required for the purposes of our planned exploration work.  No electrical power is required at this stage of exploration.  Any electrical power
that might be required in the foreseeable future could be supplied by gas powered portable generators.






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The claim covers low rounded mountainous terrain.  Tropical mountain forests grow at lower elevations in the northeast corner of the claim and good rock exposure is found along the peaks and ridges in the western portion of the claim. The area has a tropical and humid climate, with an oppressive summer and plentiful seasonal rainfall.
The summer season, from March to May, is followed by the south west monsoon from June to September. The north east monsoon lasts from October to November.The general area experiences approximately 40 inches of precipitation annually of which 30 -35% may occur as snow equivalent.  The winter weather is generally moderate with cold spells and frequent warming trends. The summer weather could be described as variable, some dry and hot and some cool and wet.  The claim area is able to be worked
essentially year round.




Property Geology





The principal bedded rocks for the area of the Arjun are Precambrian rocks that are exposed along a wide axial zone of a broad complex. In this region gold is generally concentrated within extrusive Precambrian rocks in the walls of large volcanic caldera.  The volcanic rocks are typically intruded with quartz veins that may be broken
due to mechanical and chemical weathering into sand size particles and carried by streams and channels.  Recent exploration in the area near the Arjun has resulted in the discovery of gold occurrences in sheared gneissic rocks such as those found on our claim.




Previous Exploration





While several properties to the east of the Arjun have recently been drilled by various mineral exploration companies, to our knowledge, based on examination by our geologist of available records, no detailed exploration has previously been undertaken on the area covered by the Arjun.   Our proposed work represents an exploratory
search for minerals on the Arjun.





We are encouraged by the fact that numerous showings of mineralization have been discovered in the area and six prospects have achieved significant production, including the Trivedi Gold Mine (approximately 25 kilometers/16miles to the west of our claim).





However, no assurance whatsoever can be given that any mineralization will found on the Arjun.




Plan of Operation




Mr. Rakesh Parmar, P. Geol., authored the "Summary Of Exploration On The Arjun Property, Kollam, Kerala, India” dated April 25, 2007 (the “Parmar Report”), in which he recommended a phased exploration program to properly evaluate the potential of the claim.  Mr. Parmar is a registered Professional Geologist in good
standing in the Geological Society of India. He is a graduate of the University of Queensland,, Brisbane, Australia with a Bachelor of  Science (Hons., 1971) and a masters of Science (1978).   Mr. Parmar has practiced his profession as a geologist continuously since 1974.  He visited the area covered by our claim in April of 2007.




We must conduct exploration to determine what minerals exist, if any, on our property and whether they can be economically extracted and profitably processed. We plan to proceed with exploration of the Arjun by commencing Phase I of the work recommended in the Parmar Report, in order to begin determining the potential for discovering commercially
exploitable deposits of gold on our claim.






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We have not discovered any ores or reserves on the Arjun, our sole mineral property. Our planned Phase I work is exploratory in nature.




The Parmar Report recommends a numbers of steps in Phase I to properly evaluate the potential of the claim.  All Phase I work will include of geological mapping, sampling and surveying (including whole rock chemical analysis) to define and enable interpretation and evaluation of a suitable diamond drill program.




We anticipate, based on the estimate contained in the Parmar Report, that Phase I work we will undertake with cash on hand will cost approximately $10,000 (Ind. Rs 400,000) and will consist, primarily, of geological mapping.  In February we advanced $5,000 to our geologist on account of this work.




At this point we have funds available to complete only a portion of Phase I.  We will have to raise additional capital in order to carry out Phase I work in its entirety.Particularly since we have a limited operating history, no reserves and no revenue, our ability to raise additional funds might be limited.  If
we are unable to raise the necessary funds, we would be required to suspend Ironwood’s operations and liquidate our company.   See, particularly, ‘Risk Factors’ page 5.





Exploration Work done on Arjun during 2008





In 2008, Ironwood engaged the services of Naveen Geologists and Associates, Timarni – Bhopal, India, to undertake exploration work on the Arjun claim.   They undertook exploration work on the Arjun between March 20 to March 27, 2008.  Naveen Geologist’s report indicated the following.





“Once the standards and blanks had been selected, samples were sent to nine different laboratories in India that were experienced and would perform assays for the public at an agreed upon rate.   The laboratories were selected based on reputation, costs and the volume a particular laboratory could
management at a single time.





Particular instances, saw fewer than three samples were sent to a laboratory due to their costs.  Other cases, more than one suite of the same samples were sent to some laboratories.   In all cases, our staff was solely responsible for the packing and transportation of samples of each laboratory.   All
samples were wax sealed and hand delivered by our staff members or agents to the respective laboratories.





Each sample normally contained between 90 to 120 grams of material.  As standard fire assay uses about 30 grams, we believe this to be sufficient amount.   We further note that certain laboratories performed their gold and silver assays on a separate split from those analyzed for platinum and
palladium.   Most of the laboratories we use conventional assaying methods and public catalogs of available assay services throughout the Indian sub-continent.   The said catalogs specify the minimum amount of material needed.   This usually does not exceed 90 grams.





Each laboratory received samples that were assigned alphanumeric codes.   Several different codes were utilized making it difficult to ascertain the actual origin of the samples.  This method also allowed our firm to keep track of each sample.   The submission of these samples
were done in our usual way that assured the results reported would be the same as would be reported to any member of the public.





All assays resulted herein are reported in Troy ounces per ton.   Where we received results in parts per million (ppm) or parts per billion (ppb), we mathematically converted those results to Troy ounces per ton.






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Because of the differing methods used by each laboratory and the wide disparity in precious metal concentrations reported, the results were not analyzed statistically.   Had this been done the results would have been of limited value.





Our analysis of the results from each of the nine laboratories of all of the samples provided from each grid reference of the Arjun Gold Claim were samples were provided from in conjunction with our usual analysis of the historical data available and other assays reports available from the Ministry of Mines of India,
lead us to state as follows:





1.

That our testing of multiple grid references of the Arjun Gold Claim suggests a high likelihood and high probability of gold throughout the property.2.

That further detailed testing be undertaken to verify our findings and to establish the areas of highest occurrence of mineralization.3.

That our findings appear to be in concert with historical data contained in the annuals of the Ministry of Mines of India.4.

That the results re-affirm that of your geologist report by Mr. Rakesh Parmer.





No material or major differences were noted in the results from the expected values.   Instances were notable differences were found were due to either contamination, poor technique, incorrect application of an otherwise proper technique, errors and/or incompetence.   In certain cases where
unexpected results are provided by a laboratory, the cause may have been an internal calculation error that is easily corrected.   Laboratories were not contacted for clarification or correction in instances where the results they produced fell outside the expected range of results.





We further confirm that our results were reviewed by the Ministry of Mines of India.   Based on historical data in the annals; our results were confirmed and entered into the record of the public files at the Ministry of Mines of India in New Delhi, India and available to the public upon request.”





The results from the samples taken to the laboratories were as follows:





“Material Grid Ref. 2AB11:





Gold (Au)                      =   0.029 +/- 0.008 oz/ton (0.57 +/- 0.07 ppm)





Silver (Ag)                      =   0.03 +/- 0.06 oz/ton (2.0 +/- 1.4 ppm)





Material Grid Ref. 2AC12:





Gold (Au)                      =   0.369 +/- 0.005 oz/ton (7.12 +/- 0.28 ppm)





Silver (Ag)                      =   0.03 +/- 0.06 oz/ton (.86 +/- 1.15 ppm)





Material Grid Ref. 2AD13:





Gold (Au)                      =   0.032 +/- 0.003 oz/ton (0.483 +/- 0.092 ppm)





Platinum (Pt)                                =   0.334 +/- 0.068 oz/ton (11.3 +/- 1.95 ppm)





Palladium (Pd)  =   1.43 +/- 0.191 (29.1 +/- 4.06)”






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There are no permanent facilities, plants, buildings or equipment on the Arjun.




Competitive Factors




The mining industry is highly fragmented. We are competing with many other exploration companies looking for gold and silver. We are among the smallest exploration companies in existence and are an infinitely small participant in the mining business that is the cornerstone of the founding and early stage development of the mining industry.
While we generally compete with other exploration companies, there is no competition for the exploration or removal of minerals from our claims. Readily available markets exist for the sale of gold and silver. Therefore, we will likely be able to sell any gold or silver that we are able to recover, in the event commercial quantities are discovered on the Arjun.  There is no ore body on the Arjun.




Government Regulation




Exploration activities are subject to various national, state, foreign and local laws and regulations in the Republic of India, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.
We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in India.




Environmental Regulation




Our exploration activities are subject to various federal, state and local laws and regulations governing protection of the environment. These laws are continually changing and, as a general matter, are becoming more restrictive. Our policy is to conduct business in a way that safeguards public health and the environment. We believe that our
exploration activities are conducted in material compliance with applicable laws and regulations. Changes to current local, state or federal laws and regulations in the jurisdictions where we operate could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could render certain exploration activities uneconomic.




Employees




Initially, we intend to use the services of subcontractors for manual labor exploration work on our claim.  As in the past and in future exploration work on the Arjun, Naveen Geologists will determine the workers they require and hire them accordingly.  At present, we have no employees as such although each of our officers
and directors devotes a portion of his time to the affairs of the Company.  None of our officers and directors has an employment agreement with us. We presently do not have pension, health, annuity, insurance, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any employee.




As indicated above, we will hire subcontractors on an as needed basis. We have not entered into negotiations or contracts with any of potential subcontractors.  We do not intend to initiate negotiations or hire anyone until we are nearing the time of commencement of our planned exploration activities.




Other Mineral Properties





On October 28, 2009, the Company entered into a material definitive agreement (the “Acquisition Agreement”) with Kingsmere Mining Ltd. (“KML”) and Ironwood Mining Corp. (“IMC”) whereby the Company will 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 (the “Property”).  The Company agreed to issue an aggregate of 17,000,000 shares of common stock of the Company and an aggregate cash sum of $575,000 in consideration for the assignment of all right, title and interest in the Property.






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Previously, Gold Canyon Partners LLP (“GC”) and KML entered into an option agreement (the “Option Agreement”) dated January 31, 2009 wherein KML acquired an exclusive option to acquire the Property from GC.   KML assigned all of KML’s interest in the Property to IMC in an agreement (the “Assignment
Agreement”) dated April 15, 2009.  The Company will obtain all right, title and interest from KML and IMC pursuant to the terms of the Acquisition Agreement, subject to certain of the terms and conditions of the Option Agreement and the Assignment Agreement, including the obligation to make all required royalty payments to GC and all required property expenditures set forth in the Option Agreement.





The closing of the transactions contemplated by the Acquisition Agreement are subject to the satisfaction of customary conditions.  The Acquisition Agreement also remains subject to ratification by Gold Canyon.  If such ratification does not occur by December 1, 2009, then the Acquisition Agreement shall be automatically
terminated, and all sums paid by the Company shall be refunded, and any and all documents provided by a party shall be returned to that party, terminating all obligations under the Acquisition Agreement.





The Company's Main Product





When we are fortunate enough to enter the stage of development of the Arjun the primary product will be the sale of minerals, both precious and commercial.  To date we have not done sufficient exploration activities to identify even a small ore reserve.   There may be no ore reserve on the Arjun and there maybe
never will be.  Hence the selling of minerals may not be possible for us.





Investment Policies





Ironwood does not have an investment policy at this time.  Any excess funds it has on hand will be deposited in interest bearing notes such as term deposits or short term money instruments. There are no restrictions on what the directors are able to invest or additional funds held by our Company.   Presently we
do not have any excess funds to invest.





ITEM 3.
LEGAL PROCEEDINGS





There are no legal proceedings to which Ironwood is a party, nor to the best of management’s knowledge are any material legal proceedings contemplated for it or the Arjun.





ITEM 4.                      SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS





During the fiscal year ended August 31, 2009, there were no matters which required the vote of securities holders.





PART 11





ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES





Since inception, Ironwood has not paid any dividends on its common stock, and Ironwood does not anticipate that it will pay dividends in the foreseeable future.  As at November 31, 2009, Ironwood had 41 shareholders; two of these shareholders are officers and directors of Ironwood.






-13-







Option Grants and Warrants outstanding since Inception.





No stock options have been granted since Ironwood’s inception.





There are no outstanding warrants or conversion privileges for Ironwood’s shares.





ITEM 6.
SELECTED FINANCIAL INFORMATION





The following summary financial data was derived from our financial statements.   This information is only a summary and does not provide all the information contained in our financial statements and related notes thereto.  You should read the “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and our financial statements and related noted included elsewhere in this Form 10-K.





Operation Statement Data




For the yearended
August 31, 2009
January 18, 2007
(date of incorporation) to August 31, 2009Revenue
$  -
$   -Exploration expenses
-
10,000General and Administration
30,026
99,089Net loss
30,026
109,809Weighted average shares outstanding (basic)
48,500,000Weighted average shares outstanding (diluted)
48,500,000Net loss per share (basic)
$ (0.00)Net loss per share (diluted)
$ (0.00)





Balance Sheet Data





Cash and cash equivalent
$       278Total assets
278Total liabilities
24,637Total Shareholders’ deficiency
(24,359)





Our historical results do not necessary indicate results expected for any future periods.





ITEM 6.      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS





OVERVIEW





Ironwood was incorporated on January 18, 2007 under the laws of the State of Nevada.  The Company's Articles of Incorporation currently provide that the Company is authorized to issue 500,000,000 shares of common stock, par value $0.001 per share.  The Company issued 10,000,000 post split common shares at for consideration
of $2,000 to our two former directors on August 8, 2007.  On August 31, 2007, we issued 38,500,000 post split common shares to other investors for a consideration of $38,500.  As at November 1, 2009 there were a total of 48,500,000 post split common shares issued and outstanding.





LIQUIDITY AND CAPITAL RESOURCES





As at August 31, 2009, we had cash of $278 and liabilities of $24,637.  The liabilities of $17,775 owed to general creditors are as follows: independent accountants – $2,500 for an opinion on the financial statements attached to this Form 10K; internal accountant - $14,975 for preparation of working papers, financial statements
and edgarizing financial statements and other reports and; other accounts payable - $300.  The amount owed to related parties of $6,862 is non-interest bearing and has not fixed terms of repayment.  During the year, the Company has incurred the following expenses:






-14-







Expenditure

AmountAccounting and audit
i
$    8,725Bank charges

86Edgar filings
ii
1,155Management fees
iii
12,000Office
iv
511Rent
v
3,600Telephone
vi
1,800Transfer agent's fees and interest
vii
2,149Total expenses

$  30,026





i.
Ironwood paid $500 each for November’s, February’s and May’s fees to its auditors, Madsen & Associates, CPA's Inc., for the review of its financial statements and has accrued $2,500 for the examination of the August 31, 2009 financial statements.  In addition, the Company has accrued $1,050 each for its November’s,
February’s and May’s working papers and financial statements for review by the independent accountants; also, $1,575 has been accrued for August 31, 2009 financial statements for submission to Madsen & Associates CPA’s Inc. for their opinion thereon.





ii
We have incurred edgar filing fees for the various filings of Form 10-Qs and this Form 10-K with the SEC.





iii
We do not compensate our directors for the service they perform for us since, at the present time Ironwood does not have adequate funds to do so.  Nevertheless, management realizes that it should give recognition for the services performed by the directors and officers and therefore have accrued $1,000 per month.  This amount has been expensed in the current period with the offsetting credit being
allocated to "Capital in Excess of Par Value" on the balance sheet.  The Company will not, in the future, be responsible for paying either cash or shares in settling this accrual.





viii.
Office expenses comprised courier charges of $324, fax and photocopying charges of $187.





ix.
Ironwood does not incur any rental expense since it used the personal residence of its President.  Similar to management fees, rent expense should be reflected as an operating expense.  Therefore, the Company has accrued $300 per month as an expense with an offsetting credit to "Capital in Excess of Par Value".





x.
The Company does not have its own telephone number but uses the telephone number of its President.  Similar to management fees and rent, the Company accrues an amount of $150 per month to represent the charges for telephone with an offsetting entry to "Capital in Excess of Par Value".





xi.
During the year we paid Action Stock Transfer Corporation $1,530 for changing from Action Stock Transfer Corporation to Holladay Stock Transfer.   In addition, we paid Action Stock Transfer $364 to file the Annual Report with the State of Nevada.  Holladay Stock Transfer charged us $255 for preparing shareholders reports and for storage charges.






-15-







The Company estimates the following expenses will be required during the next twelve months to meet its obligations:




Expenditures

RequirementsFor
Twelve Months
CurrentAccounts
Payable
RequiredFunds for
TwelveMonthsAccounting and audit
1
$   8,725
$  17,475
$  26,200Bank charges

125
-
125Edgar filing fees
2
1,155
-
1,155Filing fees and franchise taxes
3
250
-
250Office
4
1,500
300
1,800Transfer agent's fees
5
1,000
-
1,000Estimated expenses

$  12,755
$ 17,775
$   30,530





No recognition has been given to management fees, rent or telephone since, at the present time, since these expenses are not cash oriented.





1.               Accounting and auditing expense has been projected as follows:





Filings
Accountant
Auditors
TotalForm 10Q - Nov. 30, 2009
$       1,050
$           500
$         1,550Form 10Q - Feb 28, 2010
1,050
500
1,550Form 10Q - May 31, 2010
1,050
500
1,550Form 10K - Aug 31, 2010
1,575
2,500
4,075$     4,725
$      4,000
$       8,725





2.
Edgar filing fees comprise the cost of filing the Forms 10K and various10Qs on Edgar during the next fiscal year.  The Edgar fees for Form 10Qs is estimated at $262.50 and for the Form 10K is estimated at $367.50.





3.       We will have to maintain Ironwood in good standing in the State of Nevada by filing the Annual List of Officer and Directors with the Secretary of State.





4.         Represents courier, fax and photocopying charges as well as office supplies.





5.         Estimate of the fees to Holladay Stock Transfer during our next fiscal year.




Ironwood will have to raise funds to settle the balance of the outstanding liabilities if it wishes to continue to operate in the future.





Ironwood does not expect to purchase or sell any plant or significant equipment during the next year.





Ironwood does not expect any significant changes in the number of employees.




Trends




We are in the pre-explorations stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future.  We are unaware of any known trends, events or  uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term
of short term, other than as described  in this section or in ‘Risk Factors’.






-16-






Critical Accounting Policies





Our discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires
us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.




The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Certain conditions, discussed below, currently exist which raise substantial doubt
upon the validity of this assumption. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.




ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Not Applicable.





ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





The financial statements attached to this Form 10-K for the year ended August 31, 2009 have been examined by our independent accountants, Madsen & Associates CPA’s Inc. and attached hereto.





ITEM 9.   CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





During the year ended August 31, 2009, to the best of our knowledge, there have been no disagreements with Madsen & Associates CPA’s Inc. on any matters of accounting principles or practices, financial statement disclosure, or audit scope procedures, which disagreement if not resolved to the satisfaction of Madsen & Associates
CPA’s Inc. would have caused them to make a reference in connection with its report on the financial statements for the year.





ITEM 9A.                      CONTROLS AND PROCEDURES





Our management, on behalf of the Company, has considered certain internal control procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which accomplishes the following:




Internal controls are mechanisms to ensure objectives are achieved and are under the supervision of the Company’s Chief Executive Officer, being Behzad Shayanfar, and President and Chief Financial Officer, being Robert J. Reukl. Good controls encourage efficiency, compliance with laws and regulations, sound information, and seek to eliminate
fraud and abuse.




These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.




Internal control is "everything that helps one achieve one's goals - or better still, to deal with the risks that stop one from achieving one's goals."




Internal controls are mechanisms that are there to help the Company manage risks to success.






-17-






Internal controls is about getting things done (performance) but also about ensuring that they are done properly (integrity) and that this can be demonstrated and reviewed (transparency and accountability).




In other words, control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions.
They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.





As of August 31, 2009, the former management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.  The former management concluded, during the year ended August 31, 2009, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules.  The former management realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers to
be material weaknesses.





In the light of former and present management’s review of internal control procedures as they relate to COSO and the SEC the following were identified:





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





●              The Company has limited segregation of duties which is not consistent with good internal control procedures.





●              The Company does 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.





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





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





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






-18-







ITEM 9A (T)                                CONTROLS AND PROCEDURES





There were no changes in the Company’s internal controls or in other factors that could affect its material weaknesses in such disclosure controls and procedures requiring corrective actions.





ITEM 9B                      OTHER INFORMATION





Cancellation of Shares





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





On October 6, 2009, the Directors approved the formation of a wholly owned subsidiary in the State of Nevada named “Ironwood Gold Corp.” whereby the Company purchased 1,000 shares of the subsidiary’s stock for the purchase price of $1.00 per share.   The Directors approved a forward stock split of 50 for
1, effective October 27, 2009, upon the surrender to the Company’s transfer agent of our shareholders’ present share certificates in exchange for a new certificate representing the total number of shares beneficially held by such shareholder as a result of the forward split.   The issued and outstanding shares increased from 970,000 common shares with a par value of $0.001 per share, after the cancellation of 1,800,000 common shares as mentioned above, to 48,500,000 post split common
shares with a par value of $0.001 per share.





In addition, the Directors approved a Plan of Merger by and among the Company and Ironwood Gold Corp., the Company’s wholly owned subsidiary, with an effective date of October 27, 2009, whereby among other things:





1.           the subsidiary shall be merged with and into the Company;





2.           the Company will be the surviving company; and





3.           the Company will operate under the name of “Ironwood Gold Corp.”





On October 27, 2009, Surjit Singh Gill resigned as President, Chief Executive Officer and Director of Ironwood and Jos D’Souza resigned as Secretary, Treasurer and Director of the Company.





On October 27, 2009, the Company appointed Robert J. Reukl to the position of President, Secretary and Chief Financial Officer of the Company and Behzad Shayanfar to the position of Chief Executive Officer of the Company.





On October 27, 2009, the Company elected Messrs. Reukl and Shayanfar to the Company’s Board of Directors.





On October 28, 2009, Ironwood entered into a material definitive agreement (the “Acquisition Agreement”) with Kingsmere Mining Ltd. (“KML”) and Ironwood Mining Corp. (“IMC”) whereby the Company will 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 (the “Property”).  The Company agreed to issue an aggregate of 17,000,000 shares of common stock of the Company and an aggregate cash sum of $575,000 in consideration for the assignment of all right, title and interest in the Property.






-19-







Previously, Gold Canyon Partners LLP (“GC”) and KML entered into an option agreement (the “Option Agreement”) dated January 31, 2009 wherein KML acquired an exclusive option to acquire the Property from GC.   KML assigned all of KML’s interest in the Property to IMC in an agreement (the “Assignment
Agreement”) dated April 15, 2009.  The Company will obtain all right, title and interest from KML and IMC pursuant to the terms of the Acquisition Agreement, subject to certain of the terms and conditions of the Option Agreement and the Assignment Agreement, including the obligation to make all required royalty payments to GC and all required property expenditures set forth in the Option Agreement.





The closing of the transactions contemplated by the Acquisition Agreement are subject to the satisfaction of customary conditions.  The Acquisition Agreement also remains subject to ratification by Gold Canyon.  If such ratification does not occur by December 1, 2009, then the Acquisition Agreement shall be automatically
terminated, and all sums paid by the Company shall be refunded, and any and all documents provided by a party shall be returned to that party, terminating all obligations under the Acquisition Agreement.





PART 111





ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





The following table sets forth as of November 1, 2009, the name, age, and position of each executive officers and director and the term of office of each director of Ironwood.





Name
Age
Position Held
Term as Director
SinceBehzad Shayanfar
31
Chief Executive Officer
2009Robert J. Reukl
51
President, Chief FinancialOfficer and Secretary
2009





The directors of Ironwood serve for a term of one year and until their successors are elected at Ironwood’s Annual Shareholders’ Meeting and are qualified, subject to removal by Ironwood’s shareholders.   Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until his
successor is elected at a meeting of the Board of Directors and is qualified.





Set forth below is certain biographical information regarding each of Ironwood’s executive officers and directors.





BEHZAD SHAYANFAR has been a successful project manager throughout his career.  Since 2008, Mr. Shayanfar has served as Chief Financial Officer for Ironwood Mining Corp. where he is responsible for all financial and fiscal management aspects of the company’s operations.  From 2004 to 2006, Mr. Shayanfar was an accountant
for the Athanaeum Hotel where he reported the food and beverage revenue to the general manager and managed accounts.  From 2003 to 2004, Mr. Shayanfar was an accountant for Linaker Ltd.  His duties included producing payable and receivable accounts and managing the day to day banking of the company.  Prior to 2003, Mr. Shayanfar was on the Project Management Team of Seda Va Sima where he was responsible for coordinating different aspects of construction and reported to the chief
architect.  Mr. Shayanfar was selected as one of the lead project managers of the state-owned media broadcasting construction site completed in 2000 as part of that position.  Prior to 2000, Mr. Shayanfar was involved in developing oil mine exploration in Iran in the late 1990s and was involved in the financial markets, initially as a commodities futures trader.  Mr. Shayanfar is also a private investor/developer in real estate in different regions including Dubai, India, the United
Kingdom and the United States.  Mr. Shayanfar received his second degree in economics from the London School of Economics.  He earned his A-Level degree from Cambridge Tutors College and his first degree in civil engineering from Azad University.








-20-







ROBERT J. REUKL has been employed as a geologist in the mineral exploration and mining business for over 25 years.  Since 1994, he has worked as a mine geologist, engineering technician, and is currently the Diamond Drill Coordinator at the Williams Mine, one of Canada's largest gold producers.  His responsibilities include
the daily monitoring of four underground diamond drill rigs as well as a surface drill.  Since 1995, Mr. Reukl has been the principal of R.J. Reukl Geological Services, a proprietorship involved in the provision of geological consulting services, as well as the acquisition and sale of mineral properties.  Prior to 1994, Mr. Reukl worked for a variety of major mining companies and consultants including Placer Dome Canada, Noranda and A.C.A. Howe International Ltd.  Mr. Reukl’s
field work has taken him to some of Canada's major mining camps including Val D'Or, Rouyn/Noranda, Timmins and Hemlo.   Mr. Reukl has also acted as director of several publicly listed junior exploration companies over the past 15 years, including, most recently, Tamarack Ventures from 2002 to 2004.  Mr. Reukl is a graduate of Lakehead University in Thunder Bay, Ontario, and he is a member in good standing with the Canadian Institute of Mining and Metallurgy and the Prospectors and Developers
Association of Canada.





Presently neither of our officers and directors work full time for our company but this will change as the Company pursues it new mineral interests in the Chief District, located in Lincoln County, Nevada.




Neither of our directors is an officer or director of a company registered under the Securities and Exchange Act of 1934.





Board of Directors Audit Committee





Below is a description of the Audit Committee of the Board of Directors.  The Charter of the Audit Committee of the Board of Directors sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to oversee and monitor the Company’s accounting and reporting processes and the audits
of the Company’s financial statements.





Our audit committee is comprised of Robert J. Reukl, our President and Chairman of the Audit Committee, and Behzad Shayanfar our Chief Executive Officer neither of whom are independent.  Neither Mr. Reulk nor Mr. Shayanfar can be considered an “audit committee financial expert” as defined in Item 401 of Regulation S-B.  The
Company does not presently have, among its officers and directors, a person meeting these qualifications and given our financial conditions, does not anticipate in seeking an audit committee financial expert in the near future.





Apart from the Audit Committee, the Company has no other Board committees.





Since inception on January 18, 2007, our Board and Audit Committee have conducted their business entirely by consent resolutions and have not met, as such.





Family Relationships





Our President and our Chief Executive Officer are unrelated.








-21-







Involvement in Certain Legal Proceedings





To the knowledge of the Company, during the past five years, neither of our directors or executive officers:





(1)
has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings;





(2)
was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);





(3)
was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:





(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment
company, or engaging in or continuing any conduct or practice in connection with such activity;


(ii)  engaging in any type of business practice; or


(iii) engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;





(4)
was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activities;





(5)
was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated.


(6)
was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.





ITEM 11.  EXECUTIVE COMPENSATION





General Philosophy





Ironwood’s Board of Directors is responsible for establishing and administering its executive and directors’ compensation.  Currently, in light of the Ironwood’s cash position and anticipated expenses in the near future, neither of the officers nor directors of Ironwood are compensated.





Compensation Summary





The following table summarizes all compensation earned by or paid to our Chief Executive Officer and other executive officers, during the period from inception to November 1, 2009.








-22-














Summary Compensation Table





Long Term Compensation





Annual Compensation
Awards
Payouts





(a)
(b)
(c)
(e)
(f)
(g)
(h)
(i)Name and
Principalposition
Year
Salary
Other
annual
Comp.($)
Restricted
stockawards
($)
Options/SAR
(#)
LTIPpayouts
($)
All other
compensation
($)Surjit Singh Gill
Former President, Chief Executive
Officer
2007
2008
2009
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-Jos d’Souza
Former Secretary Treasurer, Chief
Financial Officer
2007
2008
2009
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-Behzad Shayanfar
Chief ExecutiveOfficer
2009
-0-
-0-
-0-
-0-
-0-
-0-Robert J. Reukl
President, Secretary and Chief Financial Officer
2009
-0-
-0-
-0-
-0-
-0-
-0-




Compensation of Directors and Officers




We have no standard arrangement to compensate directors for their services in their capacity as directors.  Directors are not paid for meetings attended.   All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.





Bonuses and Deferred Compensation





None





Compensation Pursuant to Plans





None





Pension Table





None





Other Compensation





The directors have not received any compensation for the time spent on the affair of Ironwood.  Nevertheless, Ironwood does give recognition to the time spent by accruing as an expense each month a charge of $1,000 per month as management fees with an offsetting credit to “Capital in Excess of Par Value”.   The
amount so accrued with not be pay in either cash or shares to the directors in the future.






-23-







Compensation of Directors





None





Termination of Employment





There are no compensatory plans or arrangements, including payments to be received from Ironwood, with respect to any person named in Compensation Summary set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with Ironwood,
or any change in control of Ironwood, or a change in the person’s responsibilities following a change in control of Ironwood.





ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS




None of our directors or officers owns any shares in Ironwood as at November 1, 2009 nor do any individual shareholders have more than 5% of our total outstanding shares.






The names and address of Ironwood’s directors and officers are as follows:




Behzad Shayanfar
25 Eustace Building,Chelsea Bridge Wharf
London, SW8 4PP,United KingdomRobert Reukl
21 Falcon Avenue
Manitouwadge, Ontario,Canada, P0T 2C0




Future Sales by Existing Shareholders




As of November 1, 2009 there are a total of 48,500,000 post split shares of our common stock issued and outstanding.




Under Rule 144, restricted shares may be resold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition.As at November 1, 2009, there were no restricted shares outstanding.




On October 6, 2009, the former officers and directors of the Company returned to Treasury 1,800,000 restricted common shares which resulted in the issued and outstanding share capital being reduced to 970,000 common shares.





On October 27, 2009, the Company did a forward split of its common shares on the basis of 50 new shares for each 1 old share held.   This resulted in the issued and outstanding shares being increased from 970,000 common shares with a par value of $0.001 to 48,500,000 post split common shares with a par value of $0.001.





Our authorized capital consists of 500,000,000 shares of common stock, par value $0.001 per share, of which 48,500,000 post split shares are presently issued and outstanding as at November 1, 2009.





The holders of our common stock are entitled to receive dividends as may be declared by our Board of Directors; are entitled to share ratably in all of our assets available for distribution upon winding up of the affairs our Company; and are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all
Meetings of the shareholders.






-24-







The shareholders are not entitled to preference as to dividends or interest; preemptive rights to purchase in new issues of shares; preference upon liquidation; or any other special rights or preferences.




Ironwood does not have any securities that are convertible into common stock.




Non-Cumulative Voting.





The holders of our shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose.   In such event, the holders of the remaining shares will not be able
to elect any of our Directors.





Dividend Policy





As of the date of this Form 10-K we have not paid any cash dividends to stockholders.  The declaration of any future cash dividends will be at the discretion of the Board of Directors and will depend on our earnings, if any, capital requirements and financial position, general economic conditions and other pertinent conditions.  It
is our present intention not to pay any cash dividends in the near future.





Transfer Agent





During the year the Company terminated its agreement with Action Stock Transfer Corporation, 7069 S. Highland Drive, Suite 300, Salt Lake City, UT., 84121 to act as transfer agent and engaged the services of Holladay Stock Transfer, Inc., Suite C, 2939 North 67th Place,
Scottsdale, Arizona, 85251as transfer agent for the Company.





Market Information





There are no shares have been offered pursuant to or underlying an employee benefit plan.  There are no shares of common stock that are subject to outstanding options, warrants or securities convertible into common equity of our Company.




As at November 1, 2009, the number of shares subject to Rule 144 is NIL.




Holders




Including its two officers and directors, Ironwood has 43 shareholders as at November 1, 2009.




There have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer, or beneficial holder of more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material
indirect interest, except as follows:




On August 8, 2007 Ironwood issued to (i) our President, Principal Executive Officer and Director, Surjit Singh Gill, 7,500,000 post split shares for total consideration of $1,500; and (ii) our Principal Financial Officer, Secretary-Treasurer and a director, Jos D’Souza,  2,500,000 post split shares for total consideration of
$500.These amounts reflect the cancellation of 1,800,000 common shares previously held by these former directors prior to the forward split mentioned elsewhere in this Form 10-K.





The shares issued to Messrs. Gill and D’Souza were in consideration of their agreeing to take the initiative in developing and implementing the business plan of the Company, including, among other things, providing the initial seed capital to allow Ironwood to engage a professional geologist to assist in identifying a mineral prospect
considered worthy of exploration, identifying investors and arranging for the initial private placement to enable the Company to implement its business plan.








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ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE





Transactions with Management and Others





Except as indicated below, there were no material transactions, or series of similar transactions, since inception of Ironwood and during its current fiscal period, or any currently proposed transactions, or series of similar transactions, to which Ironwood was or is to be a party, in which the amount involved exceeds $120,000, and in which
any director or executive officer, or any security holder who is known by Ironwood to own of record or beneficially more than 5% of any class of Ironwood’s common stock, or any member of the immediate family of any of the foregoing persons, has an interest.





Indebtedness of Management





There were no material transactions, or series of similar transactions, since the beginning of Ironwood’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which Ironwood was or is to be a part, in which the amount involved exceeded $120,000 and in which any director or executive officer,
or any security holder who is known to Ironwood to own of record or beneficially more than 5% of the common shares of Ironwood’s capital stock, or any member of the immediate family of any of the foregoing persons, has an interest.





Conflicts of Interest





None of our officers and directors is a director or officer of any other company involved in the mining industry.  However, there can be no assurance such involvement in other companies in the mining industry will not occur in the future.  Such potential future involvement could create a conflict of interest.





To ensure that potential conflicts of interest are avoided or declared, the Board of Directors adopted, on December 11, 2006, a Code of Ethics for the Board of Directors (the “Code”).  Ironwood’s Code embodies our commitment to such ethical principles and sets forth the responsibilities of Ironwood and its officers
and directors to its shareholders, employees, customers, lenders and other organizations. Our Code addresses general business ethical principles and other relevant issues.





Transactions with Promoters





Ironwood does not have promoters and has no transactions with any promoters.








ITEM 14.                      PRINCIPAL ACCOUNTING FEES AND SERVICES





(1)           Audit Fees





The aggregate fees billed by the independent accountants for the last two fiscal years for professional services for the audit of Ironwood’s annual financial statements and the review included in Ironwood’s Form 10-Q and services that are normally provided by the accountants in connection with statutory and regulatory filings or
engagements for those fiscal years were $4,000.






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(2)           Audit-Related Fees





The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of Ironwood’s financial statements and are not reported under Item 9 (e)(1) of Schedule 14A was NIL.





(3)           Tax Fees





The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountants for tax compliance, tax advise, and tax planning was NIL.





(4)           All Other Fees





During the last two fiscal years there were no other fees charged by the principal accountants other than those disclosed in (1) and (3) above.





(5)           Audit Committee’s Pre-approval Policies





At the present time, there are not sufficient directors, officers and employees involved with Ironwood to make any pre-approval policies meaningful.  Once Ironwood has elected more directors and appointed directors and non-directors to the Audit Committee it will have meetings and function in a meaningful manner.





(6)           Audit hours incurred





The principal accountants did not spend greater than 50 percent of the hours spent on the accounting by Ironwood’s internal accountant.











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PART IV





ITEM 15.                      EXHIBITS, FINANCIAL STATEMENT SCHEDULES





Exhibits





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





3.1

Certificate of Incorporation (incorporated by reference from Ironwood’s Registration Statement on Form S-1 filed on October 18, 2007, Registration No. 333-146791)3.2

Articles of Incorporation (incorporated by reference from Ironwood’s Registration Statement on Form S-1 filed on October 18, 2007, Registration No.333-146791)3.3

By-laws (incorporated by reference from Ironwood’s Registration Statement on FormS-1 filed on October 18, 2007, Registration No. 333-146791)4

Stock Specimen (incorporated by reference from Ironwood’s Registration Statement on Form S-1 filed on October 18, 2007, Registration No. 333-146791)10.1

Transfer Agent and Registrar Agreement (incorporated by reference from Ironwood’s Registration Statement on Form S-1 filed on October 18, 2007 Registration No. 333-146791)





Financial Statements.





The following financial statements are included in this report:





Title of Document
PageReport of Madsen & Associates, CPA’s Inc.
30Balance Sheet as at August 31, 2009 and 2008
31Statement of Operations for the year ended August 31, 2009 and 2008 and for the period from January 18, 2007 (date of inception) to August 31, 2009
32Statement in Changes in Stockholders’ Equity for the period from January 18, 2007 (date of inception) to August 31, 2009
33Statement of Cash Flows for the year ended August 31, 2009 and 2008 and for the period from January 18, 2007 (Date of Inception) to August 31, 2009
34Notes to the Financial Statements
35











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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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)





By:     BERZAD SHAYANFAR


Berzad Shayanfar


Chief Executive Officer,


and Director





November 18, 2009





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





By:     ROBERT J. REUKL


Robert J. Reukl


Chief Financial Officer,


President, Secretary and Director





November 18, 2009









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MADSEN & ASSOCIATES CPA’s INC.
684 East Vine Street, #3Certified Public Accountants and Business Consultants
Murray, Utah, 84107Telephone 801-268-2632Fax 801-262-3978





Board of Directors


Ironwood Gold Corp.


London, England





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We have audited the accompanying balance sheet of Ironwood Gold Corp. (formerly Suraj Ventures, Inc.) (pre- exploration stage company) at August 31, 2009 and 2008, and the statement of operations, stockholders' equity, and cash flows for the year ended August 31, 2009 and 2008 and for the period January 18, 2007 (date of inception) to August
31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The company is not required to have nor were
we engaged to perform an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness for the company’s internal control over financial reporting.   Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosure in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ironwood Gold Corp. at August 31, 2009 and 2008, and the results of operations, and cash flows for the years ended August 31, 2009 and 2008 and the period January 18, 2007 (date of inception) to August 31, 2009, in
conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters
are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.








Murray, Utah                                                                           /s/  “Madsen
& Associates, CPA’s Inc.”


November 4, 2009














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IRONWOOD GOLD CORP.


(Pre-exploration Stage Company)


(formerly Suraj Ventures, Inc.)


BALANCE SHEETS





August 31,2009
August 31,2008ASSETSCURRENT ASSETSCash
$    278
$    6,513Total Current Assets
$    278
$    6,513LIABILITIES AND STOCKHOLDERS’ DEFICIENCYCURRENT LIABILITIESAccounts payable
$      17,775
$    11,708Accounts payable – related parties
6,862
6,538Total Current Liabilities
24,637
18,246STOCKHOLDERS’ DEFICIENCYCommon stock500,000,000 shares authorized, at $0.001 par value;48,500,000 shares issued and outstanding
48,500
48,500Capital in excess of par value
(36,950)
(19,550)Deficit accumulated during the pre-exploration stage
(109,809)
(79,783)Total Stockholders’ Deficiency
(24,359)
(11,733)$    278
$  6,513











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










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IRONWOOD GOLD CORP.


(Pre-exploration Stage Company)


(formerly Suraj Ventures, Inc.)


STATEMENT OF OPERATIONS


For the year ended August 31, 2009 and 2008 and for the period from January 18, 2007 (date of inception) to August 31, 2009





For the yearended
Aug. 31, 2009
For the yearended
Aug 31, 2008
From January 18, 2007
(date of inception) to
Aug 31, 2009REVENUES
$     -
$  -
$  -EXPENSESAcquisition, staking and geological report
-
5,000
10,000Administrative
30, 026
47,709
99,809NET LOSS FROM OPERATIONS
$    (30,026)
$  (52,709)
$ (109,809)NET LOSS PER COMMON SHAREBasic and diluted
$    (0.00)
$  (0.00)AVERAGE OUTSTANDING SHARESBasic
48,500,000
48,500,000





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










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IRONWOOD GOLD CORP.


(Pre-Exploration Stage Company)


(formerly Suraj Ventures, Inc.)


STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


Period January 18, 2007 (date of inception) to August 31, 2009





Common
Shares
Stock
Amount
Capital inExcess of
Par Value
AccumulatedDeficitBalance January 18, 2007
-
$             -
$             -
$                -Issuance of common shares for cash –  August 8, 2007
10,000,000
10,000
(8,000)
-Issuance of common shares for cash – August 31, 2007
38,500,000
38,500
-Capital contributions – expenses
-
-
10,150Net operating loss for the period January 18, 2007 (date ofInception)
to August 31, 2007
-
-
-
(27,074)Balance as at August 31, 2007
48,500,000
48,500
2,150
(27,074)Capital contributions – expenses
-
-
17,400
-Net operating loss for the year ended August 31, 2008
-
-
-
(52,709)Balance as at August 31, 2008
48,500,000
48,500
19,550
(79,783)Capital contributions – expenses
-
-
17,400
-Net operating losses for the year ended August 31, 2009
-
-
-
(30,026)Balance as at August 31, 2009
48,500,000
$     48,500
$   36,950
$      (109,809)





The accompanying notes are an integral part of these financial statements








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IRONWOOD GOLD CORP.


(Pre-exploration Stage Company)


(formerly Suraj Ventures, Inc.)


STATEMENT OF CASH FLOWS





For the year ended August 31, 2009 and 2008 and for the period from January 18, 2007 (date of inception) to August 31, 2009





For the year ended
Aug. 31, 2009
For the yearended
Aug 31, 2008
From January 18, 2007 (date of inception) to
Aug 31, 2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
$      (30,026)
$ (52,709)
$ (109,809)Adjustments to reconcile net loss to net cash provided by operating activities:Changes in accounts payable
6,067
5,224
17,775Capital contributions – expenses
17,400
17,400
44,950Net Cash  Provided (Used) in Operations
(6,559)
(30,085)
(47,084)CASH FLOWS FROM INVESTING ACTIVITIES:
-
-
-CASH FLOWS FROM FINANCING ACTIVITIESProceeds from loan from related party
324
501
6,862Proceeds from issuance of common stock
-
-
40,500324
501
47,362Net (Decrease) Increase in Cash
(6,235)
(29,584)
278Cash at Beginning of Period
6,513
36,097
-CASH AT END OF PERIOD
$       278
$    6,513
$   278














The accompanying notes are an integral part of these financial statements







-34-








IRONWOOD GOLD CORP.


(Pre-exploration Stage Company)


(formerly Suraj Ventures, Inc.)





NOTES TO FINANCIAL STATEMENTS


August 31, 2009


1.           ORGANIZATION





The Company, Ironwood Gold Corp. (formerly Suraj Ventures, Inc.), was incorporated under the laws of the State of Nevada on January 18, 2007 with the authorized common stock of 500,000,000 shares at $0.001 par value.





The Company was organized for the purpose of acquiring and developing mineral properties.  At the report date mineral claims, with unknown reserves, had been acquired.  The Company has not established the existence of a commercially minable ore deposit and therefore has not reached the exploration stage and is considered
to be in the pre-exploration stage.





On October 6, 2009, the Company formed a wholly-owned subsidiary in the State of Nevada named “Ironwood Gold Corp”.   On October 8, 2009, the Company merged with its wholly-owned subsidiary, Ironwood Gold Corp. and the name of the merged entity was change to Ironwood Gold Corp.





2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Accounting Methods





The Company recognizes income and expenses based on the accrual method of accounting.





Dividend Policy





The Company has not yet adopted a policy regarding payment of dividends.





Basic and Diluted Net Income (loss) Per Share





Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding.   Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes antidulutive and then only the basic
per share amounts are shown in the report.





Evaluation of Long-Lived Assets





The Company periodically reviews its long term assets and makes adjustments, if the carrying value exceeds fair value.








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IRONWOOD GOLD CORP.


(Pre-exploration Stage Company)


(formerly Suraj Ventures, Inc.)





NOTES TO FINANCIAL STATEMENTS


August 31, 2009





2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Income Taxes





The Company utilizes the liability method of accounting for income taxes.  Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect,
when the differences are expected to be reversed.   An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.





On August 31, 2009 the Company had a net operating loss carry forward of $109,809 for income tax purposes.  The tax benefit of approximately $32,900 from the loss carry forward has been fully offset by a valuation reserve because the future tax benefit is undeterminable since the Company is unable to establish a predictable projection
of operating profits for future years.  Losses will expire during 2030.





Foreign Currency Translations





Part of the transactions of the Company were completed in Canadian dollars and have been translated to US dollars as incurred, at the exchange rate in effect at the time, and therefore, no gain or loss from the translation is recognized.  The functional currency is considered to be US dollars.





Revenue Recognition





Revenue is recognized on the sale and delivery of a product or the completion of a service provided.





Advertising and Market Development





The company expenses advertising and market development costs as incurred.





Financial Instruments





The carrying amounts of financial instruments are considered by management to be their fair value to their short term maturities.





Estimates and Assumptions





Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles.  Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.   Actual
results could vary from the estimates that were assumed in preparing these financial statements.







-36-












IRONWOOD GOLD CORP.


(Pre-exploration Stage Company)


(formerly Suraj Ventures, Inc.)





NOTES TO FINANCIAL STATEMENTS


August 31, 2009








2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Statement of Cash Flows





For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.





Unproven Mining Claim Costs





Cost of acquisition, exploration, carrying and retaining unproven properties are expensed as incurred.





Environmental Requirements





At the report date environmental requirements related to the mineral claim acquired are unknown and therefore any estimate of any future cost cannot be made.





Recent Accounting Pronouncements





The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.





3.           AQUISITION OF MINERAL CLAIM





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.





4.           SIGNIFICANT TRANSACTIONS WITH RELATED PARTY





Officers-directors and their families have acquired 72% of the common stock issued and have made no interest, demand loans to the Company of $6,862 and have made contributions to capital of $44,950 in the form of expenses paid for the Company.





5.           CAPITAL STOCK





On August 8, 2007, Company completed a private placement consisting of 10,000,000 post split common shares sold to directors and officers for a total consideration of $2,000.  On August 31, 2007, the Company completed a private placement of 38,500,000 post split common shares for a total consideration of $38,500.







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IRONWOOD GOLD CORP.


(Pre-exploration Stage Company)


(formerly Suraj Ventures, Inc.)


NOTES TO FINANCIAL STATEMENTS


August 31, 2009





5.           CAPITAL STOCK - Continued





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





On October 7, 2009, the directors of the Company approved a resolution to forward split the common shares of the Company on the basis of the issuance of 50 new shares for one existing share of common stock presently held (the “Forward Split”).   As a result of the Forward Split every one outstanding share of common stock was increased to fifty shares of common stock.   The 48,500,000
post split common shares are shown as split from the date of inception.





6.           GOING CONCERN





The Company intends to seek business opportunities that will provide a profit.  However, the Company does not have the working capital necessary to be successful in this effort and to service its debt, which raises substantial doubt about its ability to continue as a going concern.





Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional loans from related parties, and equity funding, which will enable the Company to operate for the coming year.





7.           SUBSEQUENT EVENTS





Acquisition of Cobalt Canyon Gold Project





On October 28, 2009, the Company entered into a material definitive agreement (the “Acquisition Agreement”) with Kingsmere Mining Ltd. (“KML”) and Ironwood Mining Corp. (“IMC”) whereby the Company will 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 (the “Property”).  The Company agreed to issue an aggregate of 17,000,000 shares of common stock of the Company and an aggregate cash sum of $575,000 in consideration for the assignment of all right, title and interest in the Property.





The Company has arranged for a private placement sufficient to cover the cost of $575,000 mentioned above.











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IRONWOOD GOLD CORP.


(Pre-exploration Stage Company)


(formerly Suraj Ventures, Inc.)


NOTES TO FINANCIAL STATEMENTS


August 31, 2009





7.           SUBSEQUENT EVENTS





Acquisition of Cobalt Canyon Gold Project-Continued





Previously, Gold Canyon Partners LLP (“GC”) and KML entered into an option agreement (the “Option Agreement”) dated January 31, 2009 wherein KML acquired an exclusive option to acquire the Property from GC.   KML assigned all of KML’s interest in the Property to IMC in an agreement (the “Assignment
Agreement”) dated April 15, 2009.  The Company will obtain all right, title and interest from KML and IMC pursuant to the terms of the Acquisition Agreement, subject to certain of the terms and conditions of the Option Agreement and the Assignment Agreement, including the obligation to make all required royalty payments to GC and all required property expenditures set forth in the Option Agreement.





The closing of the transactions contemplated by the Acquisition Agreement are subject to the satisfaction of customary conditions.  The Acquisition Agreement also remains subject to ratification by Gold Canyon.  If such ratification does not occur by December 1, 2009, then the Acquisition Agreement shall be automatically
terminated, and all sums paid by the Company shall be refunded, and any and all documents provided by a party shall be returned to that party, terminating all obligations under the Acquisition Agreement.








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