UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K





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





For the
fiscal year ended August 31, 2010





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





For the
transition period from _____________________ to
_____________________





Commission
File Number:   000-53267





IRONWOOD
      GOLD CORP.(Exact
      name of registrant as specified in
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)





888-356-4942


(Registrant’s
telephone number, including area code)





Securities registered pursuant to
Section 12(b) of the Act:





Title
      of each class
            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   x  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.  x  Yes    ̈ 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.    ̈





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.





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of February 26, 2010 was approximately
$30,980,115 based upon the closing price of $0.45 per share reported for such
date on the Over-the-Counter Bulletin Board maintained by the
NASD.  Shares of common stock held by each officer and director and by
each person who is known to own 10% of more of the outstanding Common Stock have
been excluded in that such persons may be deemed to be affiliates of the
Company.  This determination of affiliate status is not necessarily a
conclusive determination for other purposes.





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





As of
November 23, 2010, there were 83,199,200 shares of the registrant’s $0.001 par
value common stock issued and outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





List
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 24, 1980).









TABLE
OF CONTENTS





PagePART
      1ITEM
      1.
                                                
                                                Business.
                                                
                                                1ITEM
      1A.
                                                
                                                Risk
      Factors.
                                                
                                                7ITEM
      1B.
                                                
                                                Unresolved
      Staff Comments.
                                                
                                                13ITEM
      2.
                                                
                                                Properties.
                                                
                                                14ITEM
      3.
                                                
                                                Legal
      Proceedings.
                                                
                                                18ITEM
      4.
                                                
                                                [Removed
      and Reserved].
                                                
                                                18PART
      IIITEM
      5.
                                                
                                                Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchase of Equity Securities.
                                                
                                                18ITEM
      6.
                                                
                                                Selected
      Financial Data.
                                                
                                                19ITEM
      7.
                                                
                                                Management’s
      Discussion and Analysis of Financial Conditions and Results of
      Operations.
                                                
                                                20ITEM
      7A.
                                                
                                                Quantitative
      and Qualitative Disclosure about Market Risk.
                                                
                                                23ITEM
      8.
                                                
                                                Financial
      Statement and Supplementary Data.
                                                
                                                23ITEM
      9.
                                                
                                                Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
                                                
                                                23ITEM
      9A(T).
                                                
                                                Controls
      and Procedures.
                                                
                                                23ITEM
      9B.
                                                
                                                Other
      Information.
                                                
                                                24PART
      IIIITEM
      10.
                                                
                                                Directors,
      Executive Officers and Corporate Governance.
                                                
                                                26ITEM
      11.
                                                
                                                Executive
      Compensation.
                                                
                                                29ITEM
      12.
                                                
                                                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
                                                
                                                32ITEM
      13.
                                                
                                                Certain
      Relationships and Related Transactions, and Director
      Independence.
                                                
                                                33ITEM
      14.
                                                
                                                Principal
      Accounting Fees and Services.
                                                
                                                34PART
      IVITEM
      15.
                                                
                                                Exhibits,
      Financial Statement Schedules.
                                                
                                                35SIGNATURES
                                                
                                                37




i




PART
1




CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS




Some
discussions in this Annual Report on Form 10-K contain forward-looking
statements that have been made pursuant to the provisions of the Private
Securities Litigation Reform Act of 1995.  These statements involve
risks and uncertainties and relate to future events or future financial
performance.  A number of important factors could cause our actual
results to differ materially from those expressed in any forward-looking
statements made by us in this Form 10-K.  Forward-looking statements
are often identified by words such as “believe,” “expect,” “estimate,”
“anticipate,” “intend,” “project,” “plans,” “seek” and similar expressions or
words which, by their nature, refer to future events.  In some cases,
you can also identify forward-looking statements by terminology such as “may,”
“will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative
of these terms or other comparable terminology.





These
forward-looking statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled “Risk Factors” below that may cause our or our industry’s actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. In
addition, you are directed to factors discussed in the “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” section and as
well as those discussed elsewhere in this Form 10-K.





Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity or
achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results. However, readers
should carefully review the risk factors set forth in other reports or documents
the Company files from time to time with the Securities and Exchange Commission
(the “SEC”), particularly the Company’s Quarterly Reports on Form 10-Q and any
Current Reports on Form 8-K.





As
used in this Form 10-K, “we,” “us,” and “our” refer to Ironwood Gold Corp.,
which is also sometimes referred to as the “Company” or
“Ironwood.”  In addition, references to “dollars” and “$” are to
United States dollars.





ITEM
1.                  BUSINESS.





History





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




We are a
mineral exploration stage company building a strong portfolio of exploration
properties containing known deposits of gold.  We have targeted
several prospective locations in Nevada, where approximately 80% of all gold in
America is produced today, with three significant properties being located in
proximity to a number of major producing companies.  Having assembled
an expert team and developed a business relationship with Teck Resources, Ltd.,
we have already received four independent N.I. 43-101 reports.





The Rock
Creek Project is a joint venture with Teck Resources, Ltd.  Rock Creek
is 1,640 acres in size and is located in the prolific Carlin Trend of Nevada
which has produced 50 millions ounces of gold to date.  A N.I. 43-101
compliant report of the property was completed in 2008 and recommended extensive
exploration to test known targets for gold mineralization.





Our
wholly-owned property is the 696-acre Cobalt Canyon Project, comprising 54
unpatented mining claims and 3 patented claims located in Lincoln County,
Nevada, in the historic Chief Mining District.  Gold, silver, and lead
production was first recorded in the Chief District in 1868.  A N.I.
43-101 compliant report of the property was completed in 2008, and this,
combined with historic drill data by Homestake, Barrick, and others, encourages
further development and exploration of the property as a potential gold deposit
with economically recoverable gold ore.





Our
Haystack Gold Mine Project (“Haystack”) is located in Pershing County, Nevada,
approximately 70 km west of Winnemucca and encompasses 60 federal mining claims
of the Solo group covering 1,110 acres.  Gold-bearing quartz veins
hosted in granodiorite were discovered in 1914 in the Haystack district and a
stamp mill was erected two miles to the northeast during 1915.  The
recently completed N.I. 43-101 compliant report found the potential for
significant gold deposits in the property’s contact zone with granitoid rock and
encouraged further development and exploration of the property.  The
Haystack area represents an opportunity to pursue a Pogo/Fort Knox–type
intrusion related gold target.


1




Our
mining properties are discussed in further detail below.





Industry





By
industry standards, there are generally four types of mining
companies.  We are considered an “exploration stage”
company.  Typically, an exploration stage mining company is focused on
exploration to identify new, commercially viable gold
deposits.  “Junior mining companies” typically have proven and
probable reserves of less than one million ounces of gold, generally produce
less than 100,000 ounces of gold annually, and/or are in the process of trying
to raise enough capital to fund the remainder of the steps required to move from
a staked claim to production.  “Mid-tier” and large mining “senior”
companies may have several projects in production plus several million ounces of
gold in reserve.





The gold
mining and exploration industry has experienced several factors recently that
are favorable to our Company, as described below.





The spot
market price of an ounce of gold has increased from a low of $253 in February
2001 to a high of $1,421 in November 2010.  This current price level
has made it economically more feasible to produce gold, as well as making gold a
more attractive investment for many.  Accordingly, the gross margin
per ounce of gold produced per the historical spot market price range above
provides significant profit potential if we are successful in identifying and
extracting gold at our properties.





Further,
gold reserves have generally been declining for a number of years for the
following reasons:





·
            the
      extended period of low gold prices from 1996 to 2001 made it economically
      unfeasible to explore for new deposits for most mining companies,
      and


·
            the
      demand for and production of gold products have exceeded the amount of new
      reserves added over the last several consecutive
  years.





Reversing
the decline in lower gold reserves is a long term process.  Due to the
extended time frame it takes to explore, develop, and bring new production
on-line, the large mining companies are facing an extended period of lower gold
reserves.  Accordingly, junior companies that are able to increase
their gold reserves more quickly should directly benefit with an increased
valuation.





Additional
factors causing higher gold prices over the past several years have come from a
weakened U.S. dollar.  Reasons for the lower dollar compared to other
currencies include, but are not limited to, the historically low U.S. interest
rates, the weak U.S. economy, the increasing U.S. budget and trade deficits, and
the general worldwide political instability caused by the war on
terrorism.





Recent
Events





Some of
our more significant recent events include the following:




On
October 26, 2009, our two former directors gifted back to treasury for
cancellation a total of 1,800,000 (90,000,000 post split) restricted common
shares.  The cancellation of these shares resulted in the issued and
outstanding share capital being reduced to 970,000 (48,500,000 post split)
common shares.  On October 27, 2009, we effected a 50-for-1 forward
stock split.




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




On
November 30, 2009, we entered into a purchase agreement with KML (“Purchase
Agreement”), whereby we acquired certain rights in 32 unpatented placer mining
claims located at the Cobalt Canyon Gold Project in Lincoln County,
Nevada.  As a result of the purchase agreement, the Cobalt Canyon Gold
Project encompasses a total of  696 acres in the Chief or Caliente mining
district of southeastern Nevada.  We agreed to issue 500,000 shares of our
common stock and a cash sum of $65,000 in consideration for the assignment of
the rights.  We have a work program planned for the Cobalt properties,
based on the recommended exploration program identified in the N.I. 43-101
compliant technical report on the properties, which will be executed over the
next twelve months and has determined that there is no impairment in value of
the properties at this point.  On August 16, 2010, exploratory
drilling at the Cobalt Canyon Property in Nevada commenced.  The drill
program consists of six initial drill holes at a number of previously
identified, and in some instances historically productive, locations known as
the Gold Chief, Soa, Contact, Old Democrat, Advance and Gold Stake Mines all
located within the property boundaries.  On August 26, 2010, KML
agreed to the cancellation of all 500,000 shares of common stock issued to KML
pursuant to the Purchase Agreement.  Except for the cancellation of the
500,000 shares noted above, the Purchase Agreement is still in full force and
effect.


2




On
December 1, 2009, we entered into an assignment agreement (the “Haystack
Assignment Agreement”) with KML, whereby we have the option to acquire an
undivided 100% right, title, and interest in and to certain mineral claims known
as the Haystack Property, located in Pershing County, Nevada (the “Haystack
Property”).  We agreed to issue an aggregate of 10,000,000 shares of our
common stock and an aggregate of $300,000 in cash in consideration for the
assignment of all right, title, and interest in the Haystack Property as
follows: 8,500,000 shares and $255,000 to KML and 1,500,000 shares and $45,000
to Teck CO, LLC (“Teck”).  Previously, KML and Teck entered into an option
agreement (the “Haystack Option Agreement”), dated October 26, 2009, wherein KML
acquired an exclusive option to acquire the Haystack Property from Teck. 
We will obtain all right, title, and interest to the Haystack Property from KML
and Teck pursuant to the terms of the Haystack Assignment Agreement, subject to
certain of the terms and conditions of the Haystack Option Agreement, including
the right of Teck to certain royalties payments and the right of Teck to earn-in
to the Haystack Property by making certain expenditures related to the
exploration and development of the Haystack Property.  On June 07,
2010, we announced the receipt of a N.I. 43-101 compliant report undertaken by
Crosby Consulting & Exploration Services regarding the Haystack
Property.  The report provides key details regarding the mineral
assets and provides detailed exploratory recommendations.  On August
26, 2010, KML agreed to the cancellation of all 8,500,000 shares of common stock
issued to KML pursuant to the Haystack Assignment Agreement.  Except for
the cancellation of the 8,500,000 shares noted above, the Haystack Assignment
Agreement is still in full force and effect.





On
December 7, 2009, we entered into an assignment agreement (the “Rock Creek
Assignment Agreement”) with KML, whereby we have the option to acquire an
undivided 100% right, title, and interest in and to certain mineral claims known
as the Rock Creek property, located in Elko County, Nevada (the “Rock Creek
Property”).  We agreed to issue an aggregate of 7,000,000 shares of
our common stock and an aggregate of $300,000 in cash in consideration for the
assignment of all right, title, and interest in and to the Rock Creek Property
as follows: 5,950,000 shares and $255,000 to KML and 1,050,000 shares and
$45,000 to Teck.  Previously, KML and Teck entered into an option
agreement (the “Rock Creek Option Agreement”), dated October 26, 2009, wherein
KML acquired an exclusive option to acquire the Rock Creek Property from
Teck.  We will obtain all right, title, and interest to the Rock Creek
Property from KML and Teck pursuant to the terms of the Rock Creek Assignment
Agreement, subject to certain of the terms and conditions of the Rock Creek
Option Agreement, including the right of Teck to certain royalties payments and
the right of Teck to earn-in to the Rock Creek Property by making certain
expenditures related to the exploration and development of the Rock Creek
Property.  We have a work program planned for the Rock Creek property,
based on the recommended exploration program identified in the N.I. 43-101
compliant technical report on the properties, which will be executed over the
next twelve months and has determined that there is no impairment in value of
the property at this point.On August 26, 2010, KML
agreed to the cancellation of all 5,950,000 shares of common stock issued to KML
pursuant to the Rock Creek Assignment Agreement.  Except for the
cancellation of the 5,950,000 shares noted above, the Rock Creek Assignment
Agreement is still in full force and effect.





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





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




Sources
of Available Land for Mining and Exploration





There are
at least five sources of land available for exploration, development and mining:
public lands, private fee lands, unpatented mining claims, patented mining
claims, and tribal lands.  The primary sources for acquisition of
these lands are the United States government, through the Bureau of Land
Management and the United States Forest Service, state governments, tribal
governments, and individuals or entities that currently hold title to or lease
government and private lands.





There are
numerous levels of government regulation associated with the activities of
exploration and mining companies.  Permits include “Notice of Intent”
to explore, “Plan of Operations” to explore, “Plan of Operations” to mine,
“Reclamation Permit,” “Air Quality Permit,” “Water Quality Permit,” “Industrial
Artificial Pond Permit,” and several other health and safety
permits.  These permits are and will be subject to amendment or
renewal during our operations.  Although there is no guarantee that
the regulatory agencies will timely approve, if at all, the necessary permits
for our current operations or other anticipated operations, we have no reason to
believe that necessary permits will not be issued in due course.  The
total cost and effects on our operations of the permitting and bonding process
cannot be estimated at this time.  The cost will vary for each project
when initiated and could be material.


3




The
Federal government owns public lands that are administered by the Bureau of Land
Management or the United States Forest Service.  Ownership of the
subsurface mineral estate can be acquired by staking a twenty (20) acre mining
claim granted under the General Mining Law of 1872, as amended (the “General
Mining Law”).  The Federal government still owns the surface estate
even though the subsurface can be controlled with a right to extract through
claim staking.  Private fee lands are lands that are controlled by
fee-simple title by private individuals or corporations.  These lands
can be controlled for mining and exploration activities by either leasing or
purchasing the surface and subsurface rights from the private
owner.  Unpatented mining claims located on public land owned by
another entity can be controlled by leasing or purchasing the claims outright
from the owners.  Patented mining claims are claims that were staked
under the General Mining Law, and through application and approval the owners
were granted full private ownership of the surface and subsurface estate by the
Federal government.  These lands can be acquired for exploration and
mining through lease or purchase from the owners.  Tribal lands are
those lands that are under control by sovereign Native American
tribes.  Areas that show promise for exploration and mining can be
leased or joint ventured with the tribe controlling the land.





Competitive
Business Conditions





We
compete with many companies in the mining business, including larger, more
established mining companies with substantial capabilities, personnel and
financial resources.  Of the four types of mining companies, we
believe junior mining companies represent the largest group of gold companies
that are publicly listed.  All four types of mining companies may have
projects located in any of the gold producing continents of the world and many
have projects located in Nevada.  Further, there is a limited supply
of desirable mineral lands available for claim-staking, lease or acquisition in
the United States and other areas where we may conduct exploration
activities.  Because we compete with individuals and companies that
have greater financial resources and larger technical staffs, we may be at a
competitive disadvantage in acquiring desirable mineral
properties.  From time to time, specific properties or areas that
would otherwise be attractive to us for exploration or acquisition are
unavailable due to their previous acquisition by other companies or our lack of
financial resources.





Competition
in the mining industry is not limited to the acquisition of mineral properties
but also extends to the technical expertise to find, advance, and operate such
properties; the labor to operate the properties; and the capital needed to fund
the acquisition and operation of such properties.  Competition may
result in our company being unable not only to acquire desired properties, but
to recruit or retain qualified employees, to obtain equipment and personnel to
assist in our exploration activities or to acquire the capital necessary to fund
our operation and advance our properties.  Our inability to compete
with other companies for these resources would have a material adverse effect on
our results of operation and business.





As noted
above, we compete with other mining and exploration companies, many of which
possess greater financial resources and technical facilities than we do, in
connection with the acquisition of suitable exploration properties and in
connection with the engagement of qualified personnel.  The gold and
silver exploration and mining industry is fragmented, and we are a very small
participant in this sector.  Many of our competitors explore for a
variety of minerals and control many different properties around the
world.  Many of them have been in business longer than we have and
have established more strategic partnerships and relationships and have greater
financial accessibility than we have.  Accordingly, given the
significant competition for gold and silver exploration properties, we may be
unable to continue to acquire interests in attractive gold and silver mineral
exploration properties on terms we consider acceptable.





While we
compete with other exploration companies in acquiring suitable properties, we
believe that there would be readily available purchasers of gold and/or silver
and other precious metals if they were to be produced from any of the properties
we currently have interests in.  The price of precious metals can be
affected by a number of factors beyond our control, including:




·
            fluctuations
      in the market prices for gold and
silver;


·
            fluctuating
      supplies of gold and silver;


·
            fluctuating
      demand for gold and silver; and


·
            mining
      activities of others.




If we
find gold and/or silver mineralization that is determined to be of economic
grade and in sufficient quantity to justify production, we may then seek
significant additional capital through equity or debt financing to develop, mine
and sell our production.  Our production would probably be sold to a
refiner that would in turn purify our material and then sell it on the open
market or through its agents or dealers.  In the event we should find
economic concentrations of gold or silver mineralization and were able to
commence production, we do not believe that we would have any difficulty selling
the gold or silver we would produce.





We do not
engage in hedging transactions and we have no hedged mineral
resources.


4





Compliance
with Government Regulations




Various
levels of governmental controls and regulations address, among other things, the
environmental impact of mineral exploration and mineral processing operations
and establish requirements for decommissioning of mineral exploration properties
after operations have ceased.  With respect to the regulation of
mineral exploration and processing, legislation and regulations in various
jurisdictions establish performance standards, air and water quality emission
standards and other design or operational requirements for various aspects of
the operations, including health and safety standards.  Legislation
and regulations also establish requirements for decommissioning, reclamation and
rehabilitation of mineral exploration properties following the cessation of
operations and may require that some former mineral properties be managed for
long periods of time.




Our
exploration activities are subject to various levels of federal and state laws
and regulations relating to protection of the environment, including
requirements for closure and reclamation of mineral exploration
properties.  Some of the laws and regulations include the Clean Air
Act, the Clean Water Act, the Comprehensive Environmental Response, Compensation
and Liability Act, the Emergency Planning and Community Right-to-Know Act, the
Endangered Species Act, the Federal Land Policy and Management Act, the National
Environmental Policy Act, the Resource Conservation and Recovery Act, and all
the related state laws in Nevada, some of which are discussed in more detail
below.




The state
of Nevada adopted the Mined Land Reclamation Act (the “Nevada Act”) in 1989 that
established design, operation, monitoring and closure requirements for all
mining operations in the state.  The Nevada Act has increased the cost
of designing, operating, monitoring and closing new mining facilities and could
affect the cost of operating, monitoring and closing existing mining
facilities.  New facilities are also required to provide a reclamation
plan and financial assurance to ensure that the reclamation plan is implemented
upon completion of operations.  The Nevada Act also requires
reclamation plans and permits for exploration projects that will result in more
than five acres of surface disturbance.




We plan
to secure all necessary state and federal permits for our exploration activities
and we intend to file for the required permits to conduct our exploration
programs as necessary.  These permits are usually obtained from either
the Bureau of Land Management or the United States Forest
Service.  Obtaining such permits usually requires the posting of small
bonds for subsequent remediation of trenching, drilling and
bulk-sampling.





We do not
anticipate discharging water into active streams, creeks, rivers, lakes or any
other bodies of water without an appropriate permit.  We also do not
anticipate disturbing any endangered species or archaeological sites or causing
damage to the properties in which we have an interest.  Re-contouring
and re-vegetation of disturbed surface areas will be completed pursuant to the
applicable permits.  The cost of remediation work varies according to
the degree of physical disturbance.  It is difficult to estimate the
cost of compliance with environmental laws since the full nature and extent of
our proposed activities cannot be determined at present.





Environmental
Regulation





As noted
above, mining activities at and on our properties are subject to various
environmental laws, both federal and state, including but not limited to the
federal National Environmental Policy Act, CERCLA (as defined below), the
Resource Recovery and Conservation Act, the Clean Water Act, the Clean Air Act
and the Endangered Species Act, and certain state laws governing the discharge
of pollutants and the use and discharge of water.  Various permits
from federal and state agencies are required under many of these
laws.  Local laws and ordinances may also apply to such activities as
construction of facilities, land use, waste disposal, road use and noise
levels.





These
laws and regulations are continually changing and, as a general matter, are
becoming more restrictive.  Our policy is to conduct our business in a
manner that safeguards public health and mitigates the environmental effects of
our business activities.  To comply with these laws and regulations,
we have made, and in the future may be required to make, capital and operating
expenditures.





The Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”),
imposes strict, joint, and several liability on parties associated with releases
or threats of releases of hazardous substances.  Liable parties
include, among others, the current owners and operators of facilities at which
hazardous substances were disposed or released into the environment and past
owners and operators of properties who owned such properties at the time of such
disposal or release.  This liability could include response costs for
removing or remediating the release and damages to natural
resources.  The properties in which we have certain interests, because
of past mining activities, could give rise to potential liability under
CERCLA.





Under the
Resource Conservation and
Recovery Act(“RCRA”) and related state laws, mining companies may
incur costs for generating, transporting, treating, storing, or disposing of
hazardous or solid wastes associated with certain mining-related
activities.  RCRA costs may also include corrective action or clean up
costs.  The majority of the waste which is produced by such operations
is “extraction” waste that Environmental Protection Agency (“EPA”) has
determined not to regulate under RCRA’s “hazardous waste”
program.  Instead, the EPA is creating a solid waste regulatory
program specific to mining operations under the RCRA.  Of particular
concern to the mining industry is a proposal by the EPA entitled “Recommendation
for a Regulatory Program for Mining Waste and Materials Under Subtitle D of the
Resource Conservation and Recovery Act” (“Strawman II”) which, if implemented,
would create a system of comprehensive Federal regulation of the entire mine
site.  Many of these requirements would be duplicates of existing
state regulations.  Strawman II as currently proposed would regulate
not only mine and mill wastes but also numerous production facilities and
processes which could limit internal flexibility in operating a
mine.  To implement Strawman II the EPA must seek additional statutory
authority, which is expected to be requested in connection with Congress’
reauthorization of RCRA.


5




Mining
operations may produce air emissions, including fugitive dust and other air
pollutants, from stationary equipment, such as crushers and storage facilities,
and from mobile sources such as trucks and heavy construction
equipment.  All of these sources are subject to review, monitoring,
permitting, and/or control requirements under the federal Clean Air Actand related
state air quality laws.  Air quality permitting rules may impose
limitations on our production levels or create additional capital expenditures
in order to comply with the permitting conditions.





Under the
federal Clean Water
Act, point-source discharges are regulated by the National Pollution
Discharge Elimination System program.  Stormwater discharges also are
regulated and permitted under that statute.  Section 404 of the
Clean Water Actregulates the discharge of dredge and fill material into waters of the
United States, including wetlands.  All of those programs may impose
permitting and other requirements on our operations.





The National Environmental Policy Act(“NEPA”) requires an assessment of the environmental impacts of
major federal actions.  The federal action requirement must be
satisfied if the project involves federal land or if the federal government
provides financing or permitting approvals.  NEPA does not establish
any substantive standards, but requires the analysis of any potential
impacts.  The scope of the assessment process depends on the size of
the project.  An Environmental Assessment (“EA”) may be adequate
for smaller projects.  An Environmental Impact Statement, which is
much more detailed and broader in scope than an EA, is required for larger
projects.  NEPA compliance requirements for any of our proposed
projects could result in additional costs or delays.





The Endangered Species Act(“ESA”) is administered by the U.S. Fish and Wildlife Service of the
U.S. Department of Interior.  The purpose of the ESA is to conserve
and recover listed endangered and threatened species and their
habitat.  Under the ESA, endangered means that a species is in danger
of extinction throughout all or a significant portion of its
range.  The term threatened under such statute means that a species is
likely to become endangered within the foreseeable future.  Under the
ESA, it is unlawful to take a listed species, which can include harassing or
harming members of such species or significantly modifying their
habitat.  Future identification of endangered species or habitat in
our project areas may delay or adversely affect our operations.





U.S.
federal and state reclamation requirements often mandate concurrent reclamation
and require permitting in addition to the posting of reclamation bonds, letters
of credit or other financial assurance sufficient to guarantee the cost of
reclamation.  If reclamation obligations are not met, the designated
agency could draw on these bonds or letters of credit to fund expenditures for
reclamation requirements.  Reclamation requirements generally include
stabilizing, contouring and re-vegetating disturbed lands, controlling drainage
from portals and waste rock dumps, removing roads and structures, neutralizing
or removing process solutions, monitoring groundwater at the mining site, and
maintaining visual aesthetics.





Capital
Equipment and Expenditures





During
the year ended August 31, 2010, our efforts were primarily focused on exploring
potential mining opportunities; therefore, no material capital equipment was
acquired by us.




Employees




We
currently use the services of subcontractors for manual labor exploration work
on our claims.  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.





Investment
Policies





We do not
have an investment policy at this time.  Any excess funds the Company
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.





Corporate
Information





Our
principal executive office is located at: 7047 E. Greenway Parkway, #250,
Scottsdale, Arizona, 85254.  Our telephone number at that address is
888-356-4942.  Our website address is
www.ironwoodgold.com.  The information on our website is not a part of
this Annual Report on Form 10-K.




6





ITEM
1A.               RISK
FACTORS.




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





Risks
Related to our Business




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




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




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




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




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




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




·
            economically insufficient
      mineralized material;





·
            fluctuations in production costs
      that may make mining
uneconomical;





·
            labor
      disputes;





·
            unanticipated variations in grade
      and other geologic problems;





·
            environmental
      hazards;





·
            water
      conditions;





·
            difficult surface or underground
      conditions;





·
            industrial
      accidents;




7





·
            metallurgical and other
      processing problems;





·
            mechanical and equipment
      performance problems;





·
            failure of pit walls or
      dams;





·
            unusual or unexpected rock
      formations;





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





·
            decrease in reserves due to a
      lower gold price.




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




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




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




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




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




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




These
risks include potential delays, cost overruns, shortages of material or labor,
construction defects, and injuries to persons and property.  While we
anticipate taking all measures which we deem reasonable and prudent in
connection with the construction, there is no assurance that the risks
described above will not cause delays or cost overruns in connection with such
construction.  Any delay would postpone our anticipated receipt of
revenue and adversely affect our operations.  Cost overruns would
likely require that we obtain additional capital in order to commence
production.  Any of these occurrences may adversely affect our ability
to generate revenues and the price of our stock.





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




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




8





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




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




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




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




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




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




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




Government
regulation may adversely affect our business and planned
operations.




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





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




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




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




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




9





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





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





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




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




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




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




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




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




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





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




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




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




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




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




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




10





Fluctuating
gold prices could negatively impact our business plan.




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




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




Gold
Price per Ounce ($)





Year
                      
                      High
                      
                      
                      Low1999
                      
                      $
                      326
                      
                      
                      $
                      2532000
                      
                      
                      312
                      
                      
                      
                      2632001
                      
                      
                      293
                      
                      
                      
                      2562002
                      
                      
                      349
                      
                      
                      
                      2782003
                      
                      
                      416
                      
                      
                      
                      3202004
                      
                      
                      454
                      
                      
                      
                      3752005
                      
                      
                      537
                      
                      
                      
                      4112006
                      
                      
                      725
                      
                      
                      
                      5252007
                      
                      
                      691
                      
                      
                      
                      6082008
                      
                      
                      1,011
                      
                      
                      
                      7132009
                      
                      
                      1,213
                      
                      
                      
                      8102010
                      
                      
                      1,421
                      
                      
                      
                      1,058





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




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




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




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




Risks
Associated with our Company




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




We cannot
be assured that we can achieve or sustain profitability on a quarterly or annual
basis in the future.  Our operations are subject to the risks and
competition inherent in the establishment of a business
enterprise.  There can be no assurance that future operations will be
profitable.  We may not achieve our business objectives and the
failure to achieve such goals would have an adverse impact on us.




11




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




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




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




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




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




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




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





Risks
Related to an Investment in Our Securities




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




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




12




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




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




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




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




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




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





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




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




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





ITEM
1B.                UNRESOLVED
STAFF COMMENTS.





None.




13




ITEM
2.                   PROPERTIES.





Our
principal executive office is located at 7047 E. Greenway Parkway, #250,
Scottsdale, Arizona, 85254.  The principal offices are leased from
Kierland Business Center in Scottsdale, AZ.  The lease has a one (1)
year term signed in November, 2009 and is renewable.  We consider our
existing facilities to be adequate for our foreseeable needs. See further discussion
below for a description of our mineral properties.





Mineral
Properties





We
currently have rights to three significant properties located in Nevada.Figure 1 displays the
mining properties discussed in this Annual Report.  See below for
further description as well as “Item 1. Business” for details on our acquisition
of certain rights and interest in the properties.


14








Figure 1.  Map
showing the locations of the Nevada mining properties discussed in this Annual
Report.





15




Cobalt Canyon
Property




As
discussed above, on October 28, 2009, we entered into an acquisition agreement
with KML and IMC, whereby we acquired an undivided 100% right, title, and
interest in and to certain mineral claims known as the Cobalt Canyon Gold
Project.





Location,
Claims, Geology & Mineralization





The
Cobalt Canyon project is located in the Chief or Caliente mining district of
southeastern Nevada, on the east flank of the Chief Range about 115 miles
northeast of Las Vegas and 5 miles north of the town of Caliente.  The
Cobalt Canyon project is in Lincoln County in high desert at an elevation of
about 6,000 feet.  Access to the project is good by paved highway and
4-wheel-drive gravel road.  Outcrop exposures are good, and old mine
workings are accessible throughout the project and in relatively good
shape.  Ely, Nevada, 113 miles north, is an active mining town with an
experienced labor force.  Power is available in Meadow Valley
approximately 4 miles to the east.  No surface water is available on
the project, but groundwater has been reported in drill holes at depths of
approximately 300 feet.  The Union Pacific Railroad follows U.S.
Highway 93 from Caliente north past the access roads to the
project.





The
Cobalt Canyon project originally consisted of 22 unpatented claims
(approximately 363 acres) and three patented claims covering 59 acres, for a
total of approximately 422 acres of land.  As of November 30, 2009,
the Company acquired an additional 32 claims covering 274 acres, therefore the
project now encompasses 696 acres consisting of 57 claims in total.





The Chief
Mining district lies on the east side of the Chief Range, composed principally
of Late Proterozoic and Early Cambrian quartzite, Cambrian limestone, and
Tertiary intrusive and volcanic rocks.  The Cobalt Canyon project is
in a complex structural environment.  Three generations of faulting
have been identified, and the property is located near a number of large crustal
features.  The oldest episode of faulting is a north-striking, east
dipping, low-angle fault, the Stampede Detachment Fault, which manifests as a
breccia up to 20m thick. The second faulting event consisted of a major Miocene
episode of high-angle strike-slip, oblique-slip and normal faulting and
low-angle normal/detachment faulting, and was likely contemporaneous with
mineralization. These faults likely formed the pathways for the mineralizing
fluids in the district, and the mineralized Old Democrat Fault is of this
era.





The
Cobalt Canyon project presents three types of mineralization for exploration:
high-angle vein mineralization, high-angle/detachment intersections, and
disseminated porphyry mineralization. All three types of mineralization could be
potentially suited to bulk-tonnage, open-pit mining, principally for gold;
favorable results could also give rise to a higher-grade underground operation
in the high-angle or detachment intersection settings.  The first
exploration objective is to determine the lateral and vertical extensions of
known mineralization in the high-angle structures such as the Old Democrat
Fault.  Geologic mapping and sampling should have and will focus on
this type of mineralization.  The second exploration objective is to
identify intersections between high-angle mineralized structures and the
low-angle Stampede Detachment Fault such as at the Gold Chief Mine. The third
exploration objective—a longer-term goal—is to test the district’s potential for
porphyry-style mineralization.





We
believe that the project deserves substantial exploration and on August 16,
2010, exploratory drilling at the Cobalt Canyon property in Nevada
commenced.  The drill program consists of six initial drill holes at a
number of previously identified, and in some instances historically productive,
locations known as the Gold Chief, Soa, Contact, Old Democrat, Advance and Gold
Stake Mines all located within the property boundaries.  A total of
seven Reverse Circulation drill holes totaling 3500 feet have been successfully
completed at the Cobalt Canyon property.  From a preliminary
perspective, we are encouraged with the overall results.  All of the
drill holes contained disseminated sulphides of pyrite, arsenopyrite,
tetrahedrite, tennantite, rare native silver and sphalerite.  All
notable samples of interest have been shipped to the American Assay Laboratory
in Elko, Nevada for a thorough analysis.





Ultimately,
our efforts are aimed at validating the project’s ability to support the
establishment of a viable commercial mining operation by accurately assessing
gold/silver tonnages and grades across the claims.





Rock Creek
Property





On
December 7, 2009, we entered into an assignment agreement with KML, whereby we
have the option to acquire an undivided 100% right, title, and interest in and
to certain mineral claims known as the Rock Creek property, located in Elko
County, Nevada (the “Rock Creek Property”).





Location





The Rock
Creek Property is located in the Tuscarora Mountains of north-central Nevada, in
Elko County.  The center of the Rock Creek Property is approximately
12 miles northwest of the old mining town of Tuscarora, which in turn is about
38 miles northwest of the town of Elko.  Elko is the county seat, and
lies on Interstate Highway I-80 about halfway between Reno, Nevada and Salt Lake
City, Utah.  The property in the project area together add up to 82
unpatented lode mining claims, with each claim covering 20 acres.  It
is approximately 5 miles by 1 mile (maximum dimensions) and covers an area of
about 1640 acres.  From Reno, Nevada, access to the Rock Creek Project
area is by Interstate Highway I-80 east for about 280 miles to Elko (Exit 301 on
I-80), then north on paved State Highway 225 for about 26 miles, then northwest
on paved State Highway 226, and then turning off to the west onto gravel roads,
in the Tuscarora area.


16




Access is
also available from Near Midas along gravel roads.  Elko is located on
the Humboldt River, which has I-80 and a transcontinental railway along its
course through northern Nevada.  Elko has a regional airport with
helicopter services available.  Elko is the service centre for mining
activities in the Jerritt Canyon District and the Carlin Trend.  Gold
is currently being recovered from large mining operations at Jerritt; the
Capstone, Meikle, Betze/Post, Genesis/Bluestar, Lantern and Carlin mines; the
Gold Quarry and Mac mines; the Rain mine; and the Ken Snyder mine at Midas (a
total >4m ounces produced in 2002). Given all the mining activity in the
region, it is anticipated that sufficient infrastructure and manpower could be
made available locally to support a mining operation at the Rock Creek
Property.





Previous
Exploration and Drilling





Industrial
scale exploration of the region began in the 1960’s following the discovery of
the Carlin deposit, and included: drilling in the Rock Creek property (Red Cow
area) in 1983-84 by Shell Oil and in the 1990’s by Western States
Minerals.  At the Rock Creek property, gold mineralization was
discovered at Red Cow Creek in 1982 during a reconnaissance exploration program
funded by Shell Oil Company.   According to BLM records,
companies that previously held claims covering or included within the Rock Creek
property include: Shell Oil Co. 1978-90, Homestake Mining Co. 1981-88, Cruson
and Pansze 1983-84, Newmont Mining Co. 1991-94, and Western States Minerals
1994-1998.





Claims





The Rock
Creek Property consists of 82 unpatented lode mining claims arranged in two
groups: The northern group consists of 67 contiguous “Bluto” claims (1340
acres), in the “Red Cow” area (named after Red Cow Creek). The Bluto claims are
located in Sections 29 and 32 of T41N, R50E, and in Sections 1 and 2 of T40N,
R49E, MDB&M. About half a mile to the south, the second group consists of 15
contiguous “Dry” claims (300 acres), in the “Falcon” area (named after the
adjacent Falcon mine). The Dry claims are located in Sections 12 and 13 of T40N,
R49E, MDB&M.  Teck acquired the Bluto and Dry claims in 1999, and
interpreted the target to be a classic volcanic-hosted gold-silver epithermal
system with the potential for high-grade, underground mineable, gold-silver
veins.  Teck took 67 rock chip samples along the entire strike length
of altered and mineralized volcanics.  Two of the three samples with
the highest gold grade, and six of the nine samples with the second highest gold
grade, were taken within the Rock Creek property.





We have
the right to acquire a 100% interest in these 82 claims comprising the Rock
Creek Property.  The terms of this option provide for minimum annual
work expenditures, annual property payments, a net smelter return royalty, and a
back-in right for Teck.





Exploration
Potential





The
objective on the Rock Creek Property is to define a deep drilling target that
may lead to the discovery of Carlin-type gold mineralization hosted in
Palaeozoic sediments, preferably in the “lower plate” rocks.  This
property has already been the subject of several concerted exploration
efforts.  Although these efforts were directed primarily at
discovering near-surface gold/silver resources, the data already collected could
substantially aid in the campaign of exploring for deeper Carlin-type
targets.





The Rock
Creek Property is underlain by a classic epithermal volcanic-hosted gold-silver
epithermal system.  The extensive alteration and total size of the
system, at greater than 9 km in strike length, indicate potential for discovery
of significant mineralization.





In the
northern Falcon and Red Cow areas, alteration and textural features suggest that
the current surface may lie above potential high-grade Au-Ag mineralization at
depth.  Given these features and its location in gold-rich north
central Nevada and proximity and similarity to the Midas high-grade epithermal
vein discoveries, the Rock Creek Property may have potential for the discovery
of similar high grade, underground mineable, bonanza Au-Ag vein
systems.





We plan
to develop and complete a thorough exploration program and to drill test the
project in preparation for further development.   In furtherance
thereof, on October 12, 2010, the soil sampling program at our Rock Creek
Property concluded.  Over five hundred MMI and 152 soil gas samples
have been sent for laboratory analysis.  We are in the process of
contacting drilling operators such that shortly after the geochemical and
geophysical results have been evaluated, bids for drilling operations can be
solicited.





17




Haystack
Property




On
December 1, 2009, we entered into an assignment agreement with KML, whereby
we have the option to acquire an undivided 100% right, title, and interest in
and to certain mineral claims known as the Haystack Property, located in
Pershing County, Nevada (the “Haystack Property”).  The terms of this
option provide for minimum annual work expenditures, annual property payments, a
net smelter return royalty, and a back-in right for Teck.





Location,
History, Geology & Claims





The
Haystack Property consists of 60 unpatented lode mining claims arranged in one
group.  The SOLO claims are located in Sections 20 and portions of 19,
29 & 30 within Township 34N and Range 32E.  Teck is the registered
owner of the 60 SOLO claims, which make up the Haystack Property.





The
Haystack Property is located in Pershing County, Nevada, approximately 70 km
west of Winnemucca and encompass sixty federal mining claims of the SOLO group
covering 1.110 acres (450 ha).  From Reno, Nevada, access to the
Haystack Property area is by Interstate Highway I-80 east for about 133 miles to
Imlay (Exit 145 on I-80) to Pacific Ave, then to Lake Rd proceeding westerly to
Jungo Rd, then north for about 7 miles to jeep roads on the left to the area of
the Haystack Mine 1.5 miles to the west.





Gold-bearing
quartz veins hosted in granodiorite were discovered in 1914 in the Haystack
district.  Evidence from historic underground mining of these veins,
grading approximately one ounce per ton, attests to presence of a mineralized
system.  Past exploration has been sporadic, but demonstrates that two
target types merit testing to fully evaluate the property: (1) large, low-grade
intrusion-related gold; and (2) a system of stacked or laterally extending
high-grade epithermal vein(s) or lying peripheral to the known
mineralization.





Specifically,
in 1914, three shafts, with workings on the 15, 60 and 80 foot levels, were
developed at the Haystack (Lone Star) mine.  Approximately 1,380 tons
of ore was extracted at a grade of about one ounce gold per ton, though local
multi-ounce assays are also recorded.  The property lay dormant until
the 1970’s when it was held by local prospectors.





Additional
proximal veins host gold mineralization, but have not been fully
evaluated.  More recently, during the 1980’s, evaluation of the
property included underground sampling, poorly located surface sampling, a
single 52m core hole drilled 30m NE of the main Haystack shaft, and possibly the
drilling of approximately 20 air-track holes.  The target of this
latter exploration appeared to be limited to shallow (< 100 ft.), open-pit
mineable oxide gold mineralization.





The
property is underlain by Triassic-Jurassic meta-sedimentary rocks, including
slate and phyllite.  These rocks are locally overprinted by contact
metamorphism related to several small intrusions of Cretaceous granodiorite,
which in turn are cut by andesitic dikes.  Tertiary rocks are
extensive south of the district and include tuff, basalt, and sedimentary
rocks.  The east edge of the district lies adjacent to shallow
alluvial pediment cover.  A bioite-granodiorlte body hosts the known
gold-bearing veins, and is 350-500m wide and exposed for approximately 600m of
strike length.





We plan
to develop and conduct a systematic exploration program as soon as practicable
and in furtherance thereof, on June 7, 2010, the Company announced the receipt
of a N.I. 43-101 compliant report undertaken by Crosby Consulting &
Exploration Services regarding the Company’s Haystack Property.  The
report provides key details regarding the mineral assets and provides detailed
exploratory recommendations.





ITEM
3.               LEGAL
PROCEEDINGS.





To the
best of management’s knowledge, there are no material legal proceedings pending
against the Company.





ITEM
4.               [REMOVED
AND RESERVED].





PART
II





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





Market
for Registrant’s Common Equity





Our
common stock is currently listed for trading on the Over-the-Counter Bulletin
Board maintained by the Financial Industry Regulatory Authority (“FINRA”) under
the Symbol: “IROG.”  The table below lists the high and low closing
prices per share of our common stock since our stock was first traded on October
27, 2009, as quoted on the Over-the-Counter Bulletin
Board.





Fiscal 2010
                  
                  High
                  
                  
                  LowFirst
      Quarter
                  
                  $
                  .85
                  
                  
                  $
                  .81Second
      Quarter
                  
                  $
                  .47
                  
                  
                  $
                  .45Third
      Quarter
                  
                  $
                  .35
                  
                  
                  $
                  .32Fourth
      Quarter
                  
                  $
                  .12
                  
                  
                  $
                  .11




18





Trading
in our common stock has been sporadic and the quotations set forth above are not
necessarily indicative of actual market conditions.  All prices
reflect inter-dealer prices without retail mark-up, mark-down, or commission and
may not necessarily reflect actual transactions.





Holders





At
November 23, 2010, there were 83,199,200 shares of common stock issued and
outstanding that were held by approximately 79 shareholders of
record.





Dividends





We have
not declared any cash dividends in the two most recent fiscal
years.  The declaration of future cash dividends, if any, 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.





Securities
authorized for issuance under equity compensation plans





On April
20, 2010, the Board of Directors of the Company approved the 2010 Equity
Incentive Plan (the “Plan”), under which employees, directors and consultants of
the Company are eligible to receive direct awards of shares or grants of
non-qualified stock options, as determined by the administrator of the Plan at
the time of grant.  Under the Plan, the maximum number of shares of
Company common stock with respect to which awards may be granted under the Plan
during a calendar year shall be limited, in the aggregate, to the number of
shares of our common stock equal to ten percent of the number of outstanding
shares of our common stock.  The following equity compensation table
summarizes the foregoing:




Plan category
                      
                      Number of securities to be issued
                        upon exercise of outstanding
                        options, warrants and rights
                        (a)
                      
                      
                      Weighted-average exercise price
                        of outstanding options, warrants
                        and rights
                        (b)
                      
                      
                      Number of securities remaining
                        available for future issuance
                        under equity compensation
                        plans (excluding securities
                        reflected in column (a))
      (1)
                        (c)Equity
      compensationplans
      approved bysecurity
      holders
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      
                      -Equity
      compensation plans not approved by security holders
                      
                      
                      6,250,000
                      
                      
                      
                      0.31
                      
                      
                      
                      -Total
                      
                      
                      6,250,000
                      
                      
                      $
                      0.31
                      
                      
                      
                      -





(1)
            Under
      the Plan, the maximum number of shares of Company common stock with
      respect to which awards may be granted under the Plan during a calendar
      year shall be limited, in the aggregate, to the number of shares of our
      common stock equal to ten percent of the number of outstanding shares of
      our common stock.





Recent
Sales of Unregistered Shares





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





ITEM
6.                 SELECTED
FINANCIAL INFORMATION.





This
information is not required because we are a smaller reporting
company.





19


ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
      OPERATIONS.





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




OVERVIEW





Background




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





We
specialize in acquiring and consolidating mineral properties with potential
production and future growth through exploration
discoveries.  Acquisition emphasis is focused on properties containing
gold, silver, and other strategic minerals that present low political and
financial risk and exceptional upside potential.  The Company has
targeted several prospective locations in Nevada, where approximately 80% of all
gold in America is produced today, with three significant properties being
located in proximity to a number of major producing companies.  Having
assembled an expert team and developed a business relationship with Teck
Resources, Ltd., the Company has already received four independent N.I. 43-101
reports.





Our
flagship property is the 1,640-acre Rock Creek Project, which is a joint venture
with Teck Resources, Ltd.  A N.I. 43-101 compliant report estimated
economically recoverable gold-equivalent resources.   Further,
our wholly-owned property is the 696-acre Cobalt Canyon
Project  comprising 54 unpatented mining claims and 3 patented claims
located in Lincoln County, Nevada, in the historic Chief Mining
District.  A N.I. 43-101 compliant report of the property was
completed in 2008, and this, combined with historic drill data by Homestake,
Barrick, and others, encourages further development and exploration of the
property as a potential gold deposit with economically recoverable gold
ore.  Additionally, our Haystack Gold Mine Project is located in
Pershing County, Nevada, approximately 70 km west of Winnemucca and encompasses
60 federal mining claims of the Solo group covering 1,110 acres.  The
recently completed N.I. 43-101 compliant report found the potential for gold
deposits in the property’s contact zone with granitoid rock and encouraged
further development and exploration of the property.  The Haystack
area represents an opportunity to participate in a Pogo/Fort Knox–type intrusion
related gold target.





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





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





Critical
Accounting Policies





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make a
wide variety of estimates and assumptions that affect: (1) the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities as
of the date of the financial statements, and (2) the reported amounts of
revenues and expenses during the reporting periods covered by the financial
statements.  Our management routinely makes judgments and estimates
about the effect of matters that are inherently uncertain.  As the
number of variables and assumptions affecting the future resolution of the
uncertainties increases, these judgments become even more subjective and
complex.  We have identified certain accounting policies that are most
important to the portrayal of our current financial condition and results of
operations.  Our significant accounting policies are disclosed in Note
2 of the Notes to the Financial Statements, and several of these critical
accounting policies are as follows:





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





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


20




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




Mineral property
costs. We
have been in the exploration and development stage since our formation on
January 18, 2007 and we have not yet realized any revenues from planned
operations.  We are primarily engaged in the acquisition and
exploration of mining properties.




Mineral
property acquisition costs are initially capitalized as tangible assets when
purchased.  If proven and probable reserves are established for a
property and it has been determined that a mineral property can be economically
developed, costs will be amortized using the units-of-production method over the
estimated life of the probable reserve.   Mineral property
exploration costs are expensed as incurred.




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




As of
August 31, 2010, we have not established any proven or probable reserves on our
mineral properties and incurred only acquisition and exploration
costs.




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




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




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




Derivative
financial instruments.The Company has not, as
of August 31, 2010, entered into derivative instruments.




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




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




Foreign currency
translation.Our functional and
reporting currency is in U.S. dollars.  Monetary assets and
liabilities denominated in foreign currencies are translated using the exchange
rate prevailing at the balance sheet date.  Gains and losses arising
on translation or settlement of foreign currency denominated transactions or
balances are included in the determination of income.  We have not, as
of August 31, 2010, entered into derivative instruments to offset the impact of
foreign currency fluctuations.


21




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





Recent
Accounting Pronouncements





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





Results
of Operations




The
discussion and financial statements contained herein are for our fiscal year
ended August 31, 2010 and August 31, 2009.  The following discussion
regarding our financial statements should be read in conjunction with our
financial statements included herewith.




Comparison
of the Fiscal Year Ended August 31, 2010 and August 31, 2009




During
the fiscal years ended August 31, 2010 and 2009, we earned no revenues from
operations.





For the
fiscal year ended August 31, 2010, we incurred a net loss of $831,398, an
increase of $801,372 as compared to a net loss of $30,026 for the fiscal year
ended August 31, 2009.  The increase in net loss for the period ended
August 31, 2010 is primarily  attributed to increases in accounting
and audit expenses, consulting expenses, exploration expenses, legal expenses,
and travel expenses.




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




Since
inception, we have an accumulated deficit during the development stage of
$941,207.   We expect to continue to incur losses as a result of
expenditures for general and administrative activities while we remain in the
development stage.




Liquidity
and Capital Resources




As of
August 31, 2010, we had $201,068 in cash and cash equivalents and a working
capital deficiency of $568,837, including $525,000 payable for mineral
properties.  During the fiscal year ended August 31, 2010, our primary
sources of cash were from issuance of shares of our common stock for both cash
and debt.




For
fiscal year ended August 31, 2010, we used net cash of $617,760 in operations
and used net cash of $120,000 in investing activities.  Net cash from
operating activities reflected an increase in accounts payable and accrued
expenses of $92,964 and an increase in amounts due to related parties of
$27,304, respectively.  Net cash used in investing activities reflected the
acquisition of a mineral property interest.




For the
fiscal year ended August 31, 2010, we had $938,550 in net cash flow provided by
financing activities, including $838,550 from the issuance of common shares for
cash.




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




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




Off-Balance
Sheet Arrangements




There are
no off-balance sheet arrangements.


22




Capital
Expenditures




We made
capital expenditure investments totalling $1,194,575 to acquire mineral
properties during the fiscal year ending August 31, 2010.





Contractual
Obligations




The
following table outlines payments due under our significant contractual
obligations over the periods shown, exclusive of interest:




Payments Due by PeriodContractual Obligations
                                At August 31, 2010
                              
                              Total
                              
                              
                              Less than
                                1 Year
                              
                              
                              1-3 years
                              
                              3-5 years
                              
                              More than
                                5 yearsPurchase
      Obligation - Hogle Family Trust
                              
                              $
                              90,000
                              
                              
                              $
                              40,000
                              
                              
                              
                              50,000Purchase
      Obligation - Gold Canyon Capital Partners
                              
                              $
                              165,000
                              
                              
                              $
                              40,000
                              
                              
                              
                              150,000$
                              
                              
                              
                              $Total
                              
                              $
                              255,000
                              
                              
                              $
                              80,000
                              
                              
                              
                              175,000





The above
table outlines our obligations as of August 31, 2010 and does not reflect any
changes in our obligations that have occurred after that date.





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,
2010 have been examined by our independent accountants, Madsen & Associates
CPA’s Inc.





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





None.





ITEM
9A(T).          CONTROLS AND
PROCEDURES.





Evaluation
of Disclosure Controls and Procedures





We
carried out an evaluation, under the supervision and with the participation of
our management, including our Principal Executive Officer along with our
Principal Financial Officer, of the effectiveness of the design of our
disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e)
or 15d-15(e)) as of August 31, 2010 pursuant to Exchange Act Rule
13a-15.  Based upon that evaluation, our Principal Executive Officer
along with our Principal Financial Officer concluded that our disclosure
controls and procedures are not effective as of August 31, 2010 in ensuring that
information required to be disclosed by us in reports that we file or submit
under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in the Securities and Exchange Commission’s (the
“SEC”) rules and forms.  This conclusion is based on findings that
constituted material weaknesses.  A material weakness is a deficiency,
or a combination of control deficiencies, in internal control over financial
reporting such that there is a reasonable possibility that a material
misstatement of the Company’s interim financial statements will not be prevented
or detected on a timely basis.





Management’s
Report on Internal Control Over Financial Reporting





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





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





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


23




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





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





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





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





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





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





Changes
in Internal Controls Over Financial Reporting





There
were no changes in our internal controls over financial reporting that occurred
during the three months ended August 31, 2010 that have materially affected, or
are reasonably likely to materially affect, our internal controls over financial
reporting.  We believe that a control system, no matter how well
designed and operated, cannot provide absolute assurance that the objectives of
the control system are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within any
company have been detected.





ITEM
9B.              OTHER
INFORMATION.





Sale of Shares &
Warrants





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





The
issuance of the Shares and the Warrants were conducted by us and were issued in
reliance upon Rule 506 of Regulation D and/or Regulation S of the Securities Act
of 1933, as amended, and comparable exemptions for sales to “accredited”
investors under state securities laws.





Haystack Assignment
Agreement





As
discussed in Item 1 above and as disclosed in our Current Report on Form 8-K
filed December 7, 2009, we previously entered into that certain Haystack
Assignment Agreement with KML whereby we had the option to acquire an undivided
100% right, title and interest in and to the Haystack Property in accordance
with an underlying Haystack Option Agreement by and between KML and
Teck.  In accordance with the Haystack Assignment Agreement,
satisfaction of certain terms and conditions, including requisite monetary
expenditures related to the exploration and development of the Haystack
Property, is required to facilitate transfer of all rights in and to the
Haystack Property to us. On November 24, 2010, Teck provided written notice to
us that the Haystack Assignment Agreement has terminated for failure to expend
$300,000 by September 30, 2010 on the Haystack Property.  We dispute
this unilateral termination due to force majeure events we suffered as provided
under the Haystack Option Agreement, and we are currently in negotiations with
Teck to reach an amicable resolution.


24





Rock Creek Assignment
Agreement





As discussed in Item 1 above and as
disclosed in our Current Report on Form 8-K filed December 16, 2009, we
previously entered into that certain Rock Creek Assignment Agreement with KML
whereby we had the option to acquire an undivided 100% right, title and interest
in and to the Rock Creek Property in accordance with an underlying Rock Creek
Option Agreement by and between KML and Teck.  In accordance with the
Rock Creek Assignment Agreement, satisfaction of certain terms and conditions,
including requisite monetary expenditures related to the exploration and
development of the Rock Creek Property, is required to facilitate transfer of
all rights in and to the Rock Creek Property to us.  On November 24,
2010, Teck provided written notice to us that the Rock Creek Assignment
Agreement has terminated for failure to expend $500,000 by September 30, 2010 on
the Rock Creek Property.  We dispute this unilateral termination due
to force majeure events we suffered as provided under the Rock Creek Option
Agreement, and we are currently in negotiations with Teck to reach an amicable
resolution.




25





PART
111





ITEM
10.               DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.





The
following table sets forth as of November 1, 2010, the names and ages of our
current directors, executive officers, significant employees, the principal
offices and positions with us held by each person and the date such person
became our director.





Name
            
            Age
            
            Position Held
            
            Term as Director
              SinceBehzad
      Shayanfar
            
            32
            
            Chief
      Executive Officer
            
            2009Robert
      J. Reukl
            
            52
            
            President,
      Chief Financial Officer and Secretary
            
            2009Dr.
      Petra I. Zasterova
            
            36
            
            Director
            
            2009Dr.
      Howard Lahti
            
            66
            
            Director
            
            2009Rodney
      A. Blakestad
            
            62
            
            Director
            
            2009





The Board
of Directors is comprised of only one class.  All of the directors
serve for a term of one year and until their successors are elected at the
Company’s Annual Shareholders’ Meeting and are qualified, subject to removal by
the Company’s shareholders.   Each executive 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.





Our Board
of Directors believes that all members of the Board and all executive officers
encompass a range of talent, skill, and experience sufficient to provide sound
and prudent guidance with respect to our operations and
interests.  The information below with respect to our directors and
executive officers includes each individual’s experience, qualifications,
attributes, and skills that led our Board of Directors to the conclusion that he
or she should serve as a director and/or executive officer.





Behzad
Shayanfar, Director, Chief Executive Officer





Since
October 2009, Mr. Shayanfar has served as a Director and Chief Executive Officer
of the Company.  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.




Robert
J. Reukl, Director, President, Chief Financial Officer and
Secretary





Since
October 2009, Mr. Reukl has served as a Director, President, Chief Financial
Officer and Secretary of the Company.  Rober 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.


26




Dr. Petra I.
Zasterova, Director





Dr.
Zasterova has served a Director of the Company since December
2009.  Dr. Zasterova is currently employed as Chief Operating Officer
responsible for Europe, Middle East & Africa (“EMEA”) affairs for Credit
Agricole Group S.A. Subsidiary Ceylon CIB of London.  She is
responsible for establishing a full organizational base for the EMEA region
comprising more than 130 people.  In addition to her current position
at Credit Agricole, Dr. Zasterova was Vice President, EMEA for Merrill Lynch
International, London (2003-2006); Senior Fixed Income Sales covering
German-speaking, Russia and former CIS countries’ clients for Commerzbank
Securities, London and Frankfurt (2001-2003); and Fixed Income Sales Manager,
CEE Markets, for Bank Austria, Vienna (2000-2001).  Since entering the
financial world in 1995, she has earned an MBA from the Institute of Higher
Studies, Third Level College, Wiener Neustadt, in Austria.  Dr.
Zasterova also went on to earn a PhD in Economics and Finance at the Russian
Science Academy, Economics Institute. She is fluent in six European languages
and knowledgeable about a wide variety of EMEA banking issues.





Dr. Howard Lahti,
Director





Dr. Lahti
has served as a Director of the Company since December 2009.  Dr.
Lahti has over 40 years of geological exploration experience, having worked in a
senior or management capacity on precious, base metal and diamond exploration
projects all over the world.  In 2006, Dr. Lahti directed a drilling
program for UC Resources centered on the McFaulds #3 VMS deposit and
subsequently the Noront new MMS Copper-Nickel-PGE deposit located about 20km to
the west from the McFaulds Lake Camp.  Dr. Lahti served as the
“qualified person” under Canadian National Instrument 43-101 for a new company
called Salazar Resources Inc. that bought the Curimining SA gold properties. In
2005, Dr. Lahti completed a proprietary geochemical survey for Kitsault
Resources in northwest British Columbia and supervised an MMI geochemical survey
for a South African company at Victoria Island in the Arctic.  In the
early 2000s, Dr. Lahti managed drilling and other mineral exploration projects
for diamonds, gold and base metals in Ontario, Northwest Territories, British
Columbia, Panama, Brazil, Peru and Africa.  In 2000, Dr. Lahti also
incorporated and ran Deep Search Exploration Technologies Inc., a geochemical
service company in Fredericton, New Brunswick.  Dr. Lahti has worked
in various exploration capacities since 1967 for companies such as Texas Gulf
Co, Dresser Minerals Inc, Boliden Preusag, Millennium Gold (Thailand) Ltd.,
Pancontinental (Canada) Ltd, Barringer Research and Cerro Canada
Ltd.  Dr. Lahti earned a Ph.D. in Geology (Applied Geochemistry) in
1977, a M.Sc. in Geology (Applied Geochemistry) in 1971 and a B.Sc. in Geology
in 1968 from the University of New Brunswick.





Rodney A.
Blakestad, Director





Mr.
Blakestad has served as a Director of the Company since December
2009.  Mr. Blakestad is a senior exploration and resource geologist
with more than thirty years North American and international experience. In the
early 1970s, Mr. Blakestad was involved in regional porphyry Cu-Mo exploration
throughout interior Alaska. Between 1975-80, he was a lead geologist for
volcanic massive sulfide (VMS) and sediment-hosted massive sulfide exploration
projects in the Alaska Range, resulting in more than 20 mineral
discoveries.  Between 1980-90, he was Principal Investigator for
numerous placer gold, lode gold, and tungsten exploration projects in central
Alaska.  During the period 1990 through 1993, Mr. Blakestad was
regional manager for environmental firms based in Denver, CO. Since 1994, Mr.
Blakestad has been involved in regional reconnaissance and exploration for gold,
silver and/or platinum group metals (PGM) deposits in Mexico, Ghana, Guyana,
Alaska, and Nevada.  He was appointed V.P. Exploration for Robex
Resources for gold exploration in Mali, West Africa until April 2005, Director
for Nevada Star Resource Corp. until March 2007, and a Director for Columbia
Metals Corp. Ltd. until May 2007.  From June 2007 until August 2008,
Mr. Blakestad was V.P. Exploration for Little Squaw Gold Mining Co.
concentrating his efforts toward resource development opportunities in Alaska,
Nevada, Mexico and Brazil.  In 2008, he rejoined Columbia Metals (now
NWM mining) where he is Senior Geologist developing the Lluvia de Oro and La
Jojoba gold deposits in Sonora, Mexico.  Mr. Blakestad was also the co
– discoverer of The Ft. Knox gold deposit (+4 million ounces gold) in
Alaska.





Family
Relationships





There are
no family relationships between or among any of our directors and executive
officers.





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” within the meaning of Item
407(d)(5) of Regulation S-K during the year ended August 31,
2010.  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.


27




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.





Code
of Ethics





The
Company has adopted a Code of Ethics applicable to all Company directors,
officers and employees which is available on our website at:
http://www.ironwoodgold.com/.





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities and Exchange Act of 1934, as amended, requires our
officers and directors and persons who own more than 10% of a registered class
of securities to file reports of change of ownership with the
SEC.  Officers, directors and greater than 10% beneficial owners are
required by SEC regulation to furnish us with copies of all 16(a) forms they
file (Forms 3, 4 and 5).





Based
solely on our review of the copies of such forms that we received, or written
representations from certain reporting persons that no forms were required for
those persons, and except for the late filings disclosed below, we believe that
all reports required by Section 16(a) for transactions in the year ended August
31, 2010, were timely filed.





Late
Section 16(a) Filings -





In
connection with Mr. Reukl’s and Mr. Shayanfar’s appointment as directors and
officers of the Company, they were each required to file a Form 3 within 10 days
of October 28, 2010.  A Form 3 for each of Mr. Reukl and Shayanfar was
not filed until January 12, 2010.





In
connection with Mr. Blakestad’s disposition of 50,000 shares of common stock on
January 13, 2010, a Form 4 must have been filed within 2 business
days.  A Form 4 was not filed until January 20, 2010.





In
connection with Mr. Blakestad’s disposition of 1,000,000 shares of common stock
on January 27, 2010, a Form 4 must have been filed within 2 business
days.  A Form 4 was not filed until February 8, 2010.





In
connection with Mr. Reukl’s spouse’s acquisition of 4,196 shares of common stock
on March 2, 2010, a Form 4 must have been filed within 2 business
days.  A Form 4 was not filed until March 5, 2010.





In
connection with Mr. Reukl’s spouse’s acquisition of 3,500 and 5,760 shares of
common stock on March 25 and 29, 2010, respectively, a Form 4 must have been
filed within 2 business days.  A Form 4 was not filed until April 1,
2010.





In
connection with Directors Reukl, Lahti, Zasterova and Blakestad, who each
acquired options to purchase 1,000,000 shares of common stock on April 20, 2010,
and in connection with Director Shayanfar’s acquisition of options to purchase
2,000,000 shares of common stock also on April 20, 2010, a Form 4 must have been
filed within 2 business days for each Director.  A Form 4 for each
Director was not filed until May 12, 2010.





In
connection with Mr. Reukl’s spouse’s acquisition of 14,220 and 85,780 shares of
common stock, acquired respectively on August 11, 2010 and August 12, 2010, a
Form 4 must have been filed within 2 business days.  A Form 4 was not
filed until September 16, 2010.





Nominations
to the Board of Directors





There
were no material changes to the procedures by which security holders may
recommend nominees to our Board of Directors.





Involvement
in Certain Legal Proceedings





No
director, executive officer, significant employee or control person of the
Company has been involved in any legal proceeding listed in Item 401(f) of
Regulation S-K in the past 10 years.


28


ITEM 11.
            EXECUTIVE
      COMPENSATION.





Compensation
Summary





The
following table sets forth the information, on an accrual basis, with respect to
the compensation of our executive officers for the fiscal years ended August 31,
2010 and August 31, 2009.





Summary
Compensation Table





Name
      and Principal Position
                                                                  
                                                                  Year
                                                                  
                                                                  Salary
                                                                    ($)
                                                                  
                                                                  
                                                                  Bonus
                                                                    ($)
                                                                  
                                                                  
                                                                  Stock
                                                                    Awards
                                                                    ($)
                                                                  
                                                                  
                                                                  Option
                                                                    Awards
                                                                    ($)(3)
                                                                  
                                                                  
                                                                  Non-Equity
                                                                    Incentive
                                                                    Plan
                                                                    Compensation
                                                                    ($)
                                                                  
                                                                  
                                                                  Nonqualified
                                                                    deferred
                                                                    compensation
                                                                    earnings
                                                                    ($)
                                                                  
                                                                  
                                                                  All
      Other
                                                                    Compen-
                                                                    sation
                                                                    ($)
                                                                  
                                                                  
                                                                  Total
                                                                    ($)(a)
                                                                  
                                                                  (b)
                                                                  
                                                                  (c)
                                                                  
                                                                  
                                                                  (d)
                                                                  
                                                                  
                                                                  (e)
                                                                  
                                                                  
                                                                  (f)
                                                                  
                                                                  
                                                                  (g)
                                                                  
                                                                  
                                                                  (h)
                                                                  
                                                                  
                                                                  (i)
                                                                  
                                                                  
                                                                  (j)Behzad
      Shayanfar
                                                                  
                                                                  2010
                                                                  
                                                                  $
                                                                  40,000
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  28,806
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  68,806Chief
      Executive Officer
                                                                  
                                                                  2009
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -Robert
      J. Reukl
                                                                  
                                                                  2010
                                                                  
                                                                  $
                                                                  18,000
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  14,403
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  32,403President,
      Secretary, Chief Financial Officer
                                                                  
                                                                  2009
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -Former
      Executive OfficersSurjit
      Singh Gill
                                                                  
                                                                  2010
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -Former
      President, Chief Executive Officer(1)
                                                                  
                                                                  2009
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -Jos
      d’Souza
                                                                  
                                                                  2010
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -Former, Secretary,
      Treasurer, Chief Financial Officer(2)
                                                                  
                                                                  2009
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -





(1)
            Resigned
      October 27, 2009.





(2)
            Resigned
      October 27, 2009.





(3)
            The
      amounts in column (f) reflect the dollar amount recognized for financial
      statement reporting purposes for the years ended August 31, 2010 and
      August 31, 2009 in accordance with FASB ASC Topic 718 and/or SFAS
      123(R).





Employment
Agreements





None of
our executive officers have employment agreements with us.





Outstanding
Equity Awards at Fiscal Year End





Name
                            
                            Number
      of
                              securities
                              underlying
                              unexercised
      options
                              (#)
      exercisable
                            
                            
                            Number
      of
                              securities
                              underlying
                              unexercised
                              options
                              (#)
      unexercisable
                            
                            
                            Equity
                              incentive
                              plan
      awards:
                              Number
      of
                              securities
                              underlying
                              unexercised
                              unearned
                              options
                              (#)
                            
                            
                            Option
                              Exercise
                              Price
                              ($)
                            
                            Option
                              Expiration
                              Date(a)
                            
                            (b)
                            
                            
                            (c)
                            
                            
                            (d)
                            
                            
                            (e)
                            
                            (f)Behzad
      Shayanfar
                              Chief
      Executive Officer(1)
                            
                            
                            200,000
                            
                            
                            
                            1,800,000
                            
                            
                            
                            -
                            
                            
                            
                            0.31
                            
                            04/20/2020Robert
      J. Reukl
                              President,
      Secretary, Chief Financial Officer(2)
                            
                            
                            100,000
                            
                            
                            
                            900,000
                            
                            
                            
                            -
                            
                            
                            
                            0.31
                            
                            04/20/2020




29





Columns
(g) through (j) have been omitted since the Company has not granted any stock
awards.





(1)
            On
      April 20, 2010, Mr. Shayanfar was granted an option to purchase 2,000,000
      shares of the Company’s common stock pursuant to the Company’s 2010 Equity
      Incentive Plan, with an exercise price of $0.31 per share.  The
      option expires on April 20, 2020, and is subject to a vesting schedule of
      20 equal quarterly installments beginning June 30, 2010 and ending March
      31, 2015.  As of November 30, 2010, 200,000 option shares had
      vested.





(2)
            On
      April 20, 2010, Mr. Reukl was granted an option to purchase 1,000,000
      shares of the Company’s common stock pursuant to the Company’s 2010 Equity
      Incentive Plan, with an exercise price of $0.31 per share.  The
      option expires on April 20, 2020, and is subject to a vesting schedule of
      20 equal quarterly installments beginning June 30, 2010 and ending March
      31, 2015.  As of November 30, 2010, 100,000 option shares had
      vested.





Compensation
of Directors





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.





The
following table sets forth compensation paid to our non-executive directors for
the fiscal year ended August 31, 2010.





Name
                            
                            Fees
      Earned
                              or
      Paid
                              in
      Cash
                              ($)
                            
                            
                            Stock
                              Awards
                              ($)(1)
                            
                            
                            Option
                              Awards
                              ($)(1)
                            
                            
                            Non-Equity
                              Incentive
      Plan
                              Compensation
                              ($)
                            
                            
                            Nonqualified
                              Deferred
                              Compensation
                              Earnings
                              ($)
                            
                            
                            All
                              Other
                              Compensation
                              ($)
                            
                            
                            Total
                              ($)Dr.
      Petra I. Zasterova (2)
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            14,403
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            14,403Dr.
      Howard Lahti (3)
                            
                            $
                            90,000
                            
                            
                            $
                            -
                            
                            
                            $
                            14,403
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            104,403Rodney
      A. Blakestad(4)
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            14,403
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            14,403




(1)
            The
      amounts for stock awards and option awards reflect the dollar amount
      recognized for financial statement reporting purposes for the year ended
      August 31, 2010 in accordance with FASB ASC Topic 718 and/or in accordance
      with SFAS 123(R).





(2)
            On
      April 20, 2010, Dr. Zasterova was granted an option to purchase 1,000,000
      shares of the Company’s common stock pursuant to the Company’s 2010 Equity
      Incentive Plan, with an exercise price of $0.31 per share.  The
      option expires on April 20, 2020, and is subject to a vesting schedule of
      20 equal quarterly installments beginning June 30, 2010 and ending March
      31, 2015.  As of November 30, 2010, 100,000 option shares had
      vested.





(3)
            On
      April 20, 2010, Dr. Lahti was granted an option to purchase 1,000,000
      shares of the Company’s common stock pursuant to the Company’s 2010 Equity
      Incentive Plan, with an exercise price of $0.31 per share.  The
      option expires on April 20, 2020, and is subject to a vesting schedule of
      20 equal quarterly installments beginning June 30, 2010 and ending March
      31, 2015.  As of November 30, 2010, 100,000 option shares had
      vested.





(4)
            On
      April 20, 2010, Mr. Blakestad was granted an option to purchase 1,000,000
      shares of the Company’s common stock pursuant to the Company’s 2010 Equity
      Incentive Plan, with an exercise price of $0.31 per share.  The
      option expires on April 20, 2020, and is subject to a vesting schedule of
      20 equal quarterly installments beginning June 30, 2010 and ending March
      31, 2015.  As of November 30, 2010, 100,000 option shares had
      vested.




30


Stock
Option Plans





On April
20, 2010, the Board of Directors of the Company approved the 2010 Equity
Incentive Plan (the “Plan”), under which employees, directors and consultants of
the Company are eligible to receive direct awards of shares or grants of
non-qualified stock options, as determined by the administrator of the Plan at
the time of grant.  Under the Plan, the maximum number of shares of
Company common stock with respect to which awards may be granted under the Plan
during a calendar year shall be limited, in the aggregate, to the number of
shares of our common stock equal to ten percent of the number of outstanding
shares of our common stock.





Bonuses
and Deferred Compensation





None.





Pension
Table





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 the 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.





Compensation
Committee





The
Company does not have a separate Compensation Committee.  Instead, the
Company’s Board of Directors reviews and approves executive compensation
policies and practices, reviews salaries and bonuses for other officers,
administers the Company’s stock option plans and other benefit plans, and
considers other matters.


31




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




The
following table presents certain information regarding the beneficial ownership
of all shares of common stock at November 23, 2010 for each executive officer
and director of our Company and for each person known to us who owns
beneficially more than 5% of the outstanding shares of our common
stock.  The percentage ownership shown in such table is based upon the
83,199,200 shares that were issued and outstanding on November 23, 2010, and
ownership by these persons of options or warrants exercisable within 60 days of
such date.





Name
      and Address
                                              
                                              Common
      Shares
                                                Owned
                                              
                                              
                                              Exercisable
                                                Options
      and
                                                Warrants
      (1)
                                              
                                              
                                              Total
                                              
                                              
                                              PercentageBehzad
      Shayanfar (2)7047
      E. Greenway Parkway, #250Scottsdale,
      Arizona 85254
                                              
                                              
                                              1,340,540
                                              
                                              
                                              
                                              200,000
                                              
                                              
                                              
                                              1,540,540
                                              
                                              
                                              
                                              1.85
                                              %Robert
      J. Reukl (3)7047
      E. Greenway Parkway, #250Scottsdale,
      Arizona 85254
                                              
                                              
                                              781,980
                                              
                                              
                                              
                                              100,000
                                              
                                              
                                              
                                              881,980
                                              
                                              
                                              
                                              1.06
                                              %Rodney
      A. Blakestad (4)7047
      E. Greenway Parkway, #250Scottsdale,
      Arizona 85254
                                              
                                              
                                              500,000
                                              
                                              
                                              
                                              100,000
                                              
                                              
                                              
                                              600,000
                                              
                                              
                                              
                                              *Dr.
      Howard Lahti (5)7047
      E. Greenway Parkway, #250Scottsdale,
      Arizona 85254
                                              
                                              
                                              111,710
                                              
                                              
                                              
                                              100,000
                                              
                                              
                                              
                                              211,710
                                              
                                              
                                              
                                              *Dr.
      Petra I. Zasterova (6)7047
      E. Greenway Parkway, #250Scottsdale,
      Arizona 85254
                                              
                                              
                                              670,270
                                              
                                              
                                              
                                              100,000
                                              
                                              
                                              
                                              770,270
                                              
                                              
                                              
                                              *Callinan
      Mines Limited (7)Ste
      1100-736 Granville St.Vancouver,
      BC Canada V6Z 1G3
                                              
                                              
                                              6,000,000
                                              
                                              
                                              
                                              6,000,000
                                              
                                              
                                              
                                              12,000,000
                                              
                                              
                                              
                                              14.42
                                              %Total
      Officers, Directors & Affiliates
                                              
                                              
                                              9,404,500
                                              
                                              
                                              
                                              6,600,000
                                              
                                              
                                              
                                              16,004,500
                                              
                                              
                                              
                                              17.33
                                              %








* Less
than 1%




(1)
            Represents
      stock options and stock warrants exercisable at November 23, 2010 or
      within sixty (60) days of November 23,
2010.





(2)
            Mr.
      Shayanfar holds options for 200,000 common shares presently exercisable at
      $0.31 or exercisable within 60 days hereof.  Mr. Shayanfar
      directly owns 670,270 shares of common stock.  In addition, Mr.
      Shayanfar is deemed the indirect beneficial owner of 558,560 shares of
      common stock currently held by his sister, Arezoo Shayanfar, and 117,710
      shares of common stock currently held by his brother, Reza
      Shayanfar.  It is deemed that Mr. Shayanfar holds voting and
      disposition control over such shares along with a pecuniary interest given
      the nature of the relationships.





(3)
            Mr.
      Reukl holds options for 100,000 common shares presently exercisable at
      $0.31 or exercisable within 60 days hereof.  Mr. Reukl directly
      owns 558,560 shares of common stock.  In addition, Mr. Reukl is
      deemed the indirect beneficial owner of 223,420 shares of common stock
      currently held by his spouse, Nicole Reukl.  It is deemed that
      Mr. Reukl holds voting and disposition over such shares along with a
      pecuniary interest given the nature of the
  relationship.





(4)
            Mr.
      Blakestad holds options for 100,000 common shares presently exercisable at
      $0.31 or exercisable within 60 days
hereof.





(5)
            Dr.
      Lahti holds options for 100,000 common shares presently exercisable at
      $0.31 or exercisable within 60 days
hereof.





(6)
            Dr.
      Zasterova holds options for 100,000 common shares presently exercisable at
      $0.31 or exercisable within 60 days
hereof.




32





(7)
            Mr.
      Mike Muzylowski exercises voting and investment control over the shares of
      common stock and warrants to purchase common stock held by Callinan Mines
      Limited.




Securities
Authorized for Issuance Under Equity Compensation Plans





Please
see Item 5 for this information.




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.





Transfer
Agent





The
Company has engaged the services of Holladay Stock Transfer, Inc., Suite C, 2939
North 67th  Place, Scottsdale,
Arizona, 85251 as transfer agent for the Company.





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.





Related
Party Transactions





On
October 28, 2009, we entered into an acquisition agreement (the “Acquisition
Agreement”) with Kingsmere Mining Ltd. (“KML”) and Ironwood Mining Corp. (“IMC”)
whereby we acquired an undivided 100% right, title and interest in and to
certain mineral claims known as the Cobalt Canyon Gold Project, in the Chief
District, located in Lincoln County, Nevada (the “Property”).  We
subsequently entered into that certain  Amending Agreement and
Direction, dated December 17, 2009, with IMC (the “Amending
Agreement”).  The Acquisition Agreement calls for cash payments of
$755,000 and the issuance of an aggregate of 17,075,000 shares of our common
stock and the completion of exploration expenditures of $2,800,000. Previously,
Gold Canyon Partners LLP (“GC”) and KML entered into an option agreement (the
“Option Agreement”) dated January 31, 2009 wherein KML acquired an exclusive
option to acquire the Property from GC.  KML assigned all of KML’s interest
in the Property to IMC in an agreement (the “Assignment Agreement”) dated April
15, 2009.  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.





At the
time of our entrance into the Acquisition Agreement and the Amending Agreement,
several of our current officers and directors were affiliated with
IMC.  Specifically, Mr. Shayanfar, our Chief Executive Officer and
director, served as Treasurer of IMC and Mr. Blakestad, our director, served as
a director of IMC.  Mr. Reukl, our Chief Financial Officer, President
and director serves as the sole officer and director of IMC.  Further,
Mr. Blakestad served as Managing Partner of GC, a position he still holds with
GC, in which he also maintains a 45% ownership interest.





We paid
officers and directors $106,000 in salary and consulting fees during the year
ended August 31, 2010.





Review,
Approval or Ratification of Transactions with Related Persons




Although
we have adopted a Code of Ethics, we still rely on our Board to review related
party transactions on an ongoing basis to prevent conflicts of
interest.  Our Board reviews a transaction in light of the
affiliations of the director, officer or employee and the affiliations of such
person’s immediate family.  Transactions are presented to our Board
for approval before they are entered into or, if this is not possible, for
ratification after the transaction has occurred.  If our Board finds
that a conflict of interest exists, then it will determine the appropriate
remedial action, if any.  Our Board approves or ratifies a transaction
if it determines that the transaction is consistent with the best interests of
the Company.




Director
Independence




During
fiscal year 2010, we had two independent directors on our board, Dr. Lahti and
Dr.  Zasterova.  We evaluate independence by the standards
for director independence established by applicable laws, rules, and listing
standards including, without limitation, the standards for independent directors
established by The New York Stock Exchange, Inc., The NASDAQ National Market,
and the Securities and Exchange Commission.


33


Subject
to some exceptions, these standards generally provide that a director will not
be independent if (a) the director is, or in the past three years has been,
an employee of ours; (b) a member of the director’s immediate family is, or
in the past three years has been, an executive officer of ours; (c) the
director or a member of the director’s immediate family has received more than
$120,000 per year in direct compensation from us other than for service as a
director (or for a family member, as a non-executive employee); (d) the
director or a member of the director’s immediate family is, or in the past three
years has been, employed in a professional capacity by our independent public
accountants, or has worked for such firm in any capacity on our audit;
(e) the director or a member of the director’s immediate family is, or in
the past three years has been, employed as an executive officer of a company
where one of our executive officers serves on the compensation committee; or
(f) the director or a member of the director’s immediate family is an
executive officer of a company that makes payments to, or receives payments
from, us in an amount which, in any twelve-month period during the past three
years, exceeds the greater of $1,000,000 or two percent of that other company’s
consolidated gross revenues.





ITEM 14.
            PRINCIPAL
      ACCOUNTING FEES AND SERVICES.





The
following table shows the fees for the audit and other services provided by
Madsen & Associates, CPA’s, Inc. to the Company for the fiscal periods
shown.




August 31, 2010
                        
                        
                        August 31, 2009Audit
      Fees
                        
                        $
                        4,926
                        
                        
                        $
                        4,000Audit
      — Related Fees
                        
                        
                        -
                        
                        
                        
                        -Tax
      Fees
                        
                        
                        -
                        
                        
                        
                        -All
      Other Fees
                        
                        
                        -
                        
                        
                        
                        -Total
                        
                        $
                        4,926
                        
                        
                        $
                        4,000





Audit
fees consist of fees billed for professional services rendered for the audit of
our financial statements and review of the interim financial statements included
in quarterly reports and services that are normally provided by the above
auditors in connection with statutory and regulatory fillings or
engagements.




The
Company’s Board of Directors serves as the Audit Committee and pre-approves all
audit and non-audit services to be performed by the independent registered
public accounting firm in accordance with the rules and regulations promulgated
under the Securities Exchange Act of 1934, as amended.   The Board of
Directors pre-approved 100% of the audit, audit-related and tax services
performed by the independent registered public accounting firm in fiscal
2010.   The percentage of hours expended on the principal
accountant’s engagement to audit the Company’s financial statements for the most
recent fiscal year that were attributed to work performed by persons other than
the principal accountant’s full-time, permanent employees was
0%


34





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 to the registrant’s
      Registration Statement on Form SB-2 filed on October 18,
2007)3.2
                
                Articles
      of Incorporation (incorporated by reference to the registrant’s
      Registration Statement on Form SB-2 filed on October 18,
2007)3.3
                
                By-laws
      (incorporated by reference to the registrant’s Registration Statement on
      Form SB-2 filed on October 18, 2007)3.4
                
                Amendment
      to Articles of Incorporation (incorporated by reference to the
      registrant’s Current Report on Form 8-K filed on October 29,
      2009)10.1
                
                Transfer
      Agent and Registrar Agreement (incorporated by reference to the
      registrant’s Registration Statement on Form S-1 filed on October 18,
      2007)10.2
                
                Purchase
      Agreement with Kingsmere Mining Ltd., dated November 30, 2009
      (incorporated by reference to the registrant’s Current Report on Form 8-K
      filed on December 3, 2009)10.3
                
                Assignment
      Agreement with Kingsmere Mining Ltd., dated December 1, 2009 (incorporated
      by reference to the registrant’s Current Report on Form 8-K filed on
      December 7, 2009)10.4
                
                Assignment
      Agreement with Kingsmere Mining Ltd., dated December 7, 2009 (incorporated
      by reference to the registrant’s Current Report on Form 8-K filed on
      December 16, 2009)10.5
                
                Form
      of Subscription Agreement (incorporated by reference to the registrant’s
      Quarterly Report on Form 10-Q filed on January 14, 2010)10.6
                
                Amending
      Agreement and Direction by and between Ironwood Gold Corp. and Ironwood
      Mining Corp., dated December 17, 2009 (incorporated by reference to the
      registrant’s Quarterly Report on Form 10-Q filed on January 14,
      2010)10.7
                
                Acquisition
      Agreement by and between Ironwood Gold Corp., Ironwood Mining Corp. and
      Kingsmere Mining Ltd., dated October 28, 2009 (incorporated by reference
      to the registrant’s Current Report on Form 8-K filed November 2,
      2009)10.8
                
                Form
      of Securities Purchase Agreement with Callinan Mines Limited, dated August
      27, 2010 (incorporated by reference to the registrant’s Current Report on
      Form 8-K filed on September 3, 2010)10.9
                
                Ironwood
      Gold Corp. 2010 Equity Incentive Plan (incorporated by reference to the
      registrant’s Current Report on Form 8-K filed on May 3, 2010)10.10
                
                Form
      of Non-Qualified Stock Option Agreement for 2010 Equity Incentive Plan
      (incorporated by reference to the registrant’s Current Report on Form 8-K
      filed on May 3, 2010)31.1
                
                Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes
      Oxley Act of 2002*31.2
                
                Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes
      Oxley Act of 2002*32.1
                
                Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002*32.2
                
                Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002*




* Filed
herewith.


35





Financial
Statements.





The
following financial statements are included in this report:





Title
      of Document
                          PageReport
      of Madsen & Associates, CPA’s Inc.
                          F-1Balance
      Sheet as at August 31, 2010 and 2009
                          F-1Statement
      of Operations for the year ended August 31, 2010 and 2009 and for the
      period from January 18, 2007 (date of inception) to August 31,
      2010
                          F-2Statement
      of Cash Flows for the year ended August 31, 2010 and 2009 and for the
      period from January 18, 2007 (date of inception) to August 31,
      2010
                          F-3Statements
      of Changes in Stockholders’ Deficiency for the period from January 18,
      2007 (date of inception) to August 31, 2010
                          F-4Notes
      to the Financial Statements
                          F-5 to F-15




36




SIGNATURES




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





Ironwood
      Gold Corp.,a
      Nevada corporationDate:
      November 29, 2010
                      
                      By:
                      /s/
      Behzad ShayanfarBehzad
      Shayanfar, Chief Executive Officer(Principal
      Executive Officer)Date:
      November 29, 2010
                      
                      By:
                      /s/
      Robert J. ReuklRobert
      J. Reukl, President and Chief Financial Officer
                        (Principal
      Financial Officer and Principal Accounting
  Officer)




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.




Signature(s)
                                  
                                  Title(s)
                                  
                                  Date/s/
      Behzad Shayanfar
                                  
                                  Chief
      Executive Officer & DirectorBehzad
      Shayanfar
                                  
                                  (Principal
      Executive Officer)
                                  
                                  November
      29, 2010/s/
      Robert J. Reukl
                                  
                                  President,
      Chief Financial Officer & DirectorRobert
      J. Reukl
                                  
                                  (Principal
      Financial Officer and PrincipalAccounting
      Officer)
                                  
                                  November
      29, 2010/s/
      Rodney A. BlakestadRodney
      A. Blakestad
                                  
                                  Director
                                  
                                  November
      29, 2010/s/
      Dr. Petra I. ZasterovaDr.
      Petra I. Zasterova
                                  
                                  Director
                                  
                                  November
      29, 2010/s/
       Dr. Howard LahtiDr.
      Howard Lahti
                                  
                                  Director
                                  
                                  November
      29,
2010


37




REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and
 Stockholders
of Ironwood Gold Corp
 (An
Exploration Stage Company)
 
 We have
audited the accompanying balance sheets of Ironwood Gold Corp (An Exploration
Stage Company) (the Company) as of August 31, 2010 and 2009, and the related
statements of operations, stockholders’ deficiency, and cash flows for each of
the years in the two-year period ended August 31, 2010, and for the period from
January 18, 2007 (date of inception) to August 31, 2010. The Company’s
management is responsible for these financial statements. Our responsibility is
to express an opinion on these financial statements based on our
audits.
 
 We
conducted our audits 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 purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide 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 as of August 31,
2010 and 2009, and the results of its operations and its cash flows for each of
the years in the two-year period ended August 31, 2010, and for the period from
January 18, 2007 (date of inception) to August 31, 2010, 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.
 
 
 Madsen
& Associates CPA’s, Inc.
 Murray,
Utah
 November
29, 2010





Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)





Financial
Statements


31
August 2010









Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Balance
Sheets







As
      at
                                  31
      August
                                  2010
                                
                                
                                As
      at
                                  31
      August
                                  2009$
                                
                                
                                $AssetsCurrentCash
      and cash equivalents
                                
                                
                                201,068
                                
                                
                                
                                278Mineral properties(Note
      2 and 3)
                                
                                
                                1,194,575
                                
                                
                                
                                -TOTAL
      ASSETS
                                
                                
                                1,395,643
                                
                                
                                
                                278LiabilitiesCurrentAccounts
      payable and accrued expenses (Note 4)
                                
                                
                                110,739
                                
                                
                                
                                17,775Payable
      for mineral property
                                
                                
                                525,000
                                
                                
                                
                                -Advance
      from shareholder (Note 5)
                                
                                
                                100,000
                                
                                
                                
                                -Due
      to related parties (Note 5)
                                
                                
                                34,166
                                
                                
                                
                                6,862TOTAL
      LIABILITIES
                                
                                
                                769,905
                                
                                
                                
                                24,637Stockholders’
      deficiencyCommon stock (Note 7)Authorized500,000,000
      common shares, par value $0.001Issued
      and outstanding31
      August 2010 – 76,799,200 common shares31
      August 2009 – 48,500,000 common shares
                                
                                
                                76,799
                                
                                
                                
                                48,500Capital
      in excess of par value
                                
                                
                                1,490,146
                                
                                
                                
                                36,950Deficit
                                
                                
                                (941,207
                                )
                                
                                
                                (109,809
                                )TOTAL
      STOCKHOLDERS’ DEFICIENCY
                                
                                
                                625,738
                                
                                
                                
                                (24,359
                                )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
                                
                                
                                1,395,643
                                
                                
                                
                                278





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


F-1


Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Statements
of Operations





For
      the
                                year
      ended
                                31
      August
                                2010
                              
                              
                              For
      the
                                year
      ended
                                31
      August
                                2009
                              
                              
                              For
      the period
                                from
      the date of
                                inception
      on 18
                                January
      2007 to
                                31
      August 2010$
                              
                              
                              $ExpensesAccounting
      and audit
                              
                              
                              64,926
                              
                              
                              
                              4,000
                              
                              
                              
                              75,426Bank
      charges
                              
                              
                              1,172
                              
                              
                              
                              86
                              
                              
                              
                              1,557Consulting
      (Note 6)
                              
                              
                              99,500
                              
                              
                              
                              4,725
                              
                              
                              
                              127,775Exploration
      (Note 2 and 3)
                              
                              
                              387,117
                              
                              
                              
                              -
                              
                              
                              
                              397,117Filing
      fees
                              
                              
                              5,702
                              
                              
                              
                              1,155
                              
                              
                              
                              10,399Investor
      relations
                              
                              
                              15,289
                              
                              
                              
                              -
                              
                              
                              
                              15,289Legal
                              
                              
                              97,236
                              
                              
                              
                              -
                              
                              
                              
                              101,879Management
      fees (Notes 6, 7 and 9)
                              
                              
                              2,000
                              
                              
                              
                              12,000
                              
                              
                              
                              33,000Office
      and miscellaneous expenses
                              
                              
                              2,396
                              
                              
                              
                              2,311
                              
                              
                              
                              10,079Rent
      (Notes 6, 7 and 9)
                              
                              
                              900
                              
                              
                              
                              3,600
                              
                              
                              
                              10,200Stock
      based compensation
                              
                              
                              90,020
                              
                              
                              
                              -
                              
                              
                              
                              90,020Transfer
      agent
                              
                              
                              1,812
                              
                              
                              
                              2,149
                              
                              
                              
                              5,138Travel
                              
                              
                              63,328
                              
                              
                              
                              -
                              
                              
                              
                              63,328Net
      loss
                              
                              
                              (831,398
                              )
                              
                              
                              (30,026
                              )
                              
                              
                              (941,207
                              )Basic
      and diluted loss per common share
                              
                              
                              (0.01
                              )
                              
                              
                              (0.00
                              )Weighted
      average number of common shares  - Basic and
    diluted
                              
                              
                              92,260,658
                              
                              
                              
                              138,500,000





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


F-2


Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Statements
of Cash Flows





For
      the
                                      year
      ended
                                      31
      August
                                      2010
                                    
                                    
                                    For
      the
                                      year
      ended
                                      31
      August
                                      2009
                                    
                                    
                                    For
      the period
                                      from
      the date
                                      of
      inception on
                                      18
      January
                                      2007
      to 31
                                      August
      2010$
                                    
                                    
                                    $
                                    
                                    
                                    $Cash
      flows used in operating activitiesNet
      loss for the period
                                    
                                    
                                    (831,398
                                    )
                                    
                                    
                                    (30,026
                                    )
                                    
                                    
                                    (941,207
                                    )Adjustments
      to reconcile loss to net cash used by operating activitiesContributions
      to capital by related party – noncash expenses (Notes 6, 7 and
      9)
                                    
                                    
                                    3,350
                                    
                                    
                                    
                                    17,400
                                    
                                    
                                    
                                    48,300Stock
      based compensation
                                    
                                    
                                    90,020
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    90,020Changes
      in operating assets and liabilitiesDue
      to related parties (Note 5)
                                    
                                    
                                    27,304
                                    
                                    
                                    
                                    324
                                    
                                    
                                    
                                    34,166Increase
      in accounts payable and accrued expenses
                                    
                                    
                                    92,964
                                    
                                    
                                    
                                    6,067
                                    
                                    
                                    
                                    110,739Net
      cash flows used in operating activities
                                    
                                    
                                    (617,760
                                    )
                                    
                                    
                                    (6,235
                                    )
                                    
                                    
                                    (657,982
                                    )Cash
      flows used in investing activitiesAcquisition
      of mineral properties (Note 3)
                                    
                                    
                                    (120,000
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (120,000
                                    )Net
      cash flows used in investing activities
                                    
                                    
                                    (120,000
                                    )
                                    
                                    
                                    
                                    
                                    
                                    
                                    (120,000
                                    )Cash
      flows from financing activitiesAdvance
      from shareholder (Note 5)
                                    
                                    
                                    100,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    100,000Common
      shares issued for cash (Note 7)
                                    
                                    
                                    838,550
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    879,050Net
      cash flows provided by financing activities
                                    
                                    
                                    938,550
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    979,050Increase
      (decrease) in cash and cash equivalents
                                    
                                    
                                    200,790
                                    
                                    
                                    
                                    (6,235
                                    )
                                    
                                    
                                    201,068Cash
      and cash equivalents, beginning of period
                                    
                                    
                                    278
                                    
                                    
                                    
                                    6,513
                                    
                                    
                                    
                                    -Cash
      and cash equivalents, end of period
                                    
                                    
                                    201,068
                                    
                                    
                                    
                                    278
                                    
                                    
                                    
                                    201,068Supplemental Disclosures with
      Respect to Cash Flows (Note 9)





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


F-3


Ironwood
Gold Corp


(formerly
Suraj Ventures, Inc.)


(An
Exploration Stage Company)


Statements
of Changes in Stockholders’ Deficiency





Number
      of
                                          shares
      issued
                                        
                                        
                                        Capital
                                          stock
                                        
                                        
                                        Additional
                                          paid-in
                                          capital
                                        
                                        
                                        Deficit,
                                          accumulated
                                          during
      the
                                          exploration
                                          stage
                                        
                                        
                                        Total
                                          stockholders’
                                          deficiency$
                                        
                                        
                                        $
                                        
                                        
                                        $
                                        
                                        
                                        $Balance
      at 18 January 2007 (inception)Issuance
      of common shares for cash – 8 August 2007 (Note 7)
                                        
                                        
                                        100,000,000
                                        
                                        
                                        
                                        100,000
                                        
                                        
                                        
                                        (98,000
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2,000Issuance
      of common shares for cash – 31 August 2007 (Note 7)
                                        
                                        
                                        38,500,000
                                        
                                        
                                        
                                        38,500
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        38,500Contributions
      to capital by related parties – expenses (Notes 6, 7 and
9)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        10,150
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        10,150Net
      operating loss for the period 18 January 2007 (date of inception) to 31
      August 2007
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (27,074
                                        )
                                        
                                        
                                        (27,074
                                        )Balance
      at 31 August 2007
                                        
                                        
                                        138,500,000
                                        
                                        
                                        
                                        138,500
                                        
                                        
                                        
                                        (87,850
                                        )
                                        
                                        
                                        (27,074
                                        )
                                        
                                        
                                        23,576Contributions
      to capital by related parties – expenses (Notes 6, 7 and
9)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        17,400
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        17,400Net
      loss for the year
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (52,709
                                        )
                                        
                                        
                                        (52,709
                                        )Balance
      at 31 August 2008
                                        
                                        
                                        138,500,000
                                        
                                        
                                        
                                        138,500
                                        
                                        
                                        
                                        (70,450
                                        )
                                        
                                        
                                        (79,783
                                        )
                                        
                                        
                                        (11,733
                                        )Contributions
      to capital by related parties – expenses (Notes 6, 7 and
9)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        17,400
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        17,400Net
      loss for the year
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (30,026
                                        )
                                        
                                        
                                        (30,026
                                        )Balance
      at 31 August 2009
                                        
                                        
                                        138,500,000
                                        
                                        
                                        
                                        138,500
                                        
                                        
                                        
                                        (53,050
                                        )
                                        
                                        
                                        (109,809
                                        )
                                        
                                        
                                        (24,359
                                        )Common
      shares returned to treasury and cancelled 26 October 2010 (Note
      7)
                                        
                                        
                                        (90,000,000
                                        )
                                        
                                        
                                        (90,000
                                        )
                                        
                                        
                                        90,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Contributions
      to capital by related parties – expenses (Notes 6, 7 and
9)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        3,350
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        3,350Common
      shares issued for mineral property 28 October 2009 (Note
7)
                                        
                                        
                                        17,075,000
                                        
                                        
                                        
                                        17,075
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        17,075Common
      shares issued for mineral property 30 November 2009 (Note
    7)
                                        
                                        
                                        500,000
                                        
                                        
                                        
                                        500
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        500Common
      shares issued for mineral property 1 December 2009 (Note
      7)
                                        
                                        
                                        10,000,000
                                        
                                        
                                        
                                        10,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        10,000Common
      shares issued for mineral property 7 December 2009 (Note
      7)
                                        
                                        
                                        7,000,000
                                        
                                        
                                        
                                        7,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        7,000Issuance
      of common shares for cash 13 January 2010 (Note 7)
                                        
                                        
                                        2,614,200
                                        
                                        
                                        
                                        2,614
                                        
                                        
                                        
                                        650,936
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        653,550Share
      issue costs
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (15,000
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (15,000
                                        )Common
      shares issued for debt used to acquire mineral property 13 January 2010
      (Note 3 and 7)
                                        
                                        
                                        2,060,000
                                        
                                        
                                        
                                        2,060
                                        
                                        
                                        
                                        512,940
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        515,000Stock
      based compensation
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        90,020
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        90,020Common
      shares cancelled 26 August 2010 (Note 7)
                                        
                                        
                                        (14,950,000
                                        )
                                        
                                        
                                        (14,950
                                        )
                                        
                                        
                                        14,950
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Issuance
      of common shares for cash 27 August 2010 (Note 7)
                                        
                                        
                                        4,000,000
                                        
                                        
                                        
                                        4,000
                                        
                                        
                                        
                                        99,323
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        103,323Fair
      value allocated to 4,000,000 warrants issued in conjunction with common
      shares 27 August 2010
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        96,677
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        96,677Net
      loss for the period
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (831,398
                                        )
                                        
                                        
                                        (831,398
                                        )Balance
      at 31 August 2010
                                        
                                        
                                        76,799,200
                                        
                                        
                                        
                                        76,799
                                        
                                        
                                        
                                        1,490,146
                                        
                                        
                                        
                                        (941,207
                                        )
                                        
                                        
                                        625,738





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


F-4





Ironwood
      Gold Corp(formerly
      Suraj Ventures, Inc.)(An
      Exploration Stage Company)Notes
      to Financial Statements31
      August 2010





1.
            Nature
      of Operations and Going Concern





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




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




The
financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America
(“GAAP”) applicable to exploration stage enterprises.  The Company’s
fiscal year end is 31 August.




Going
Concern




These
financial statements as at 31 August 2010, and for the year then ended have been
prepared on a going concern basis, which contemplates the realization of assets
and the settlement of liabilities and commitments in the normal course of
business. The Company has a loss for the year of $831,398 (2009 – $30,026,
cumulative – $941,207) and has working capital deficit of $568,837 at 31 August
2010 (31 August 2009 - $24,359).




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





2.
            Significant
      Accounting Policies





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





Basis
of presentation





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





Cash
and cash equivalents





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


F-5




Ironwood
      Gold Corp(formerly
      Suraj Ventures, Inc.)(An
      Exploration Stage Company)Notes
      to Financial Statements31
      August 2010





Financial
instruments





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




Mineral
property costs




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




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




Mineral
property exploration costs are expensed as incurred.




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




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




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




Reclamation
costs




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


F-6




Ironwood
      Gold Corp(formerly
      Suraj Ventures, Inc.)(An
      Exploration Stage Company)Notes
      to Financial Statements31
      August 2010




Long-lived
assets




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




Derivative
financial instruments




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




Income
taxes




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




Basic
and diluted net loss per share




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




Foreign
currency translation




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




Use
of estimates




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


F-7




Ironwood
      Gold Corp(formerly
      Suraj Ventures, Inc.)(An
      Exploration Stage Company)Notes
      to Financial Statements31
      August 2010





3.
            Mineral
      Properties





Cobalt
Canyon Gold Project





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




F-8




Ironwood
      Gold Corp(formerly
      Suraj Ventures, Inc.)(An
      Exploration Stage Company)Notes
      to Financial Statements31
      August 2010




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





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





The
Company has commenced the work program planned for the Cobalt properties, based
on the recommended exploration program identified in the 43-101 compliant
technical report on the properties, and to date has made exploration
expenditures of approximately $203,000 on the property and has determined that
there is no impairment in value of the properties at this point.





Haystack
Property





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





The
Company is working on the 43-101 compliant technical report on the Haystack
property and to date has made exploration expenditures of approximately $27,000
on the property and has determined that there is no impairment in value of the
properties at this point.


F-9





Rock
Creek Property





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





The
Company has a work program planned for the Rock Creek property, based on the
recommended exploration program identified in the 43-101 compliant technical
report on the properties and to date has made exploration expenditures of
approximately $61,000 on the property and has determined that there is no
impairment in value of the properties at this point.





4.
            Accounts
      Payable and Accrued Expenses





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





5.
            Advance
      from shareholder and due to related
parties





At 31
August 2010 the Company owed $100,000 (31 August 2009 - $Nil) to a corporation
that is a shareholder of the Company. The amount due is non-interest bearing,
unsecured, and without specific terms of repayment. The amounts were repaid on 3
September 2010 (Note 11).





An amount
of $6,862 has been reclassified from due to related parties to accounts payable
as these amounts relate to former officers and directors ($6,862 was due to
related parties at 31 August 2009).





The
Company has amounts due to directors of $34,166 as of 31 August 2010 for
consulting fees and reimbursable business expenses.




F-10




Ironwood
      Gold Corp(formerly
      Suraj Ventures, Inc.)(An
      Exploration Stage Company)Notes
      to Financial Statements31
      August 2010





6.
            Related
      Party Transactions





During
the year ended 31 August 2010, an officer and director of the Company made
contributions to capital for management fees in the amount of $2,000 (2009 –
$12,000, cumulative – $33,000), rent in the amount of $900 (2009 – $3,600,
cumulative – $10,200) and for telephone expenses $450 (2009 - $1,800, cumulative
$5,100) (Notes 7 and 9).





On 28
October 2009, 50,000 common shares of the Company, valued at $50, were issued to
a director of the Company as partial settlement of an acquisition agreement to
acquire an undivided 100% right, title and interest in and to certain mineral
claims known as the Cobalt Canyon Gold Project, in the Chief District, located
in Lincoln County, Nevada (Note 3 and 7).





The
Company paid officers and directors $106,000 in salary and consulting fees
during the year ended August 31, 2010.





At the
time of our entrance into the Acquisition Agreement and the Amending Agreement
(between the Company, KML, and IMC), several of our current officers and
directors were affiliated with IMC.  Specifically, Mr. Shayanfar, our
Chief Executive Officer and director, served as Treasurer of IMC and Mr.
Blakestad, our director, served as a director of IMC.  Mr. Reukl, our
Chief Financial Officer, President and director serves as the sole officer and
director of IMC.  Further, Mr. Blakestad served as Managing Partner of
Gold Canyon, a position he still holds with Gold Canyon, in which he also
maintains a 45% ownership interest. See footnote 3 for the transaction details
that involve IMC and the Company (Cobalt Canyon).





7.
            Capital
      Stock





Authorized





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





Issued
and outstanding





The total
issued and outstanding capital stock is 76,799,200 common shares with a par
value of $0.001 per common share.





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





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





On
October 26, 2009, two directors gifted back to treasury for cancellation a total
of 1,800,000 (90,000,000 post split) restricted common
shares.   The cancellation of these share resulted in the issued
and outstanding share capital being reduced from 2,770,000 (138,500,000 post
split) common shares to 970,000 (48,500,000 post split) common shares before the
forward split of the common shares on October 27, 2009.





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


F-11




Ironwood
      Gold Corp(formerly
      Suraj Ventures, Inc.)(An
      Exploration Stage Company)Notes
      to Financial Statements31
      August 2010


On 28
October 2009, 17,075,000 common shares of the Company, valued at $17,075, were
issued as partial settlement of an acquisition agreement to acquired an
undivided 100% right, title and interest in and to certain mineral claims known
as the Cobalt Canyon Gold Project, in the Chief District, located in Lincoln
County, Nevada (Note 3 and 6).





On 30
November 2009, 500,000 common shares of the Company, valued at $500, were issued
as partial settlement of a purchase agreement to acquire certain rights in 32
unpatented placer mining claims located at the Cobalt Canyon Gold Project in
Lincoln County, Nevada. On August 26, 2010, KML agreed to the cancellation
of these 500,000 shares (Note 3).





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





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





On 13
January 2010, the Company completed a private placement and issued 4,674,200
common shares of the Company at a price of $0.25 per common share. The Company
issued 2,614,200 of these common shares for net cash proceeds of $638,550, being
gross proceeds of $653,550 less share issue costs of $15,000. In addition the
Company issued 2,060,000 of these shares to pay $515,000 of the $1,025,000 debt
owed KML under the mineral property acquisition agreements (Note
3).





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





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





During
the year ended 31 August 2010, an officer and director of the Company made
contributions of $3,350 to capital, consisting of management fees in the amount
of $2,000 (2009 – $12,000, cumulative – $33,000), rent in the amount of $900
(2009 – $3,600, cumulative – $10,200) and for telephone expenses $450 (2009 -
$1,800, cumulative $5,100) (Notes 6 and 9).


F-12




Ironwood
      Gold Corp(formerly
      Suraj Ventures, Inc.)(An
      Exploration Stage Company)Notes
      to Financial Statements31
      August 2010





Stock
Options




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





On 20
April 2010, the Company granted an aggregate of 6,250,000 incentive options to
various directors and officers of the Company. The options vest evenly, at the
end of each calendar quarter, over five years beginning on June 30, 2010, and
have a contractual term of 10 years. The weighted average exercise price of the
options is $0.31 each and they are exercisable until April 20, 2020. 312,500
options were vested at 31 August 2010, with related aggregate intrinsic value of
$312,500.





The
weighted average grant-date fair value for these options is $1,800,400. All
6,250,000 options were outstanding at 31 August 2010.





Stock-based
compensation expense





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





The
Company uses historical data to estimate option exercises and employee
termination in the option pricing model. The expected term of options granted is
derived from the output of the option pricing model and represents the period of
time that options granted are expected to be outstanding. The expected
volatilities are based on the historical volatility of the Company's traded
stock and other factors. The following table shows the assumptions used and
weighted average fair value for grants in the year ended 31 August
2010.





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





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





8.
            Income
      Taxes





The
Company has losses carried forward for income tax purposes to 31 August
2010.  There are no current or deferred tax expenses for the period
ended 31 August 2010 due to the Company’s loss position.  The Company
has fully reserved for any benefits of these losses. The deferred tax
consequences of temporary differences in reporting items for financial statement
and income tax purposes are recognized, as appropriate. Realization of the
future tax benefits related to the deferred tax assets is dependent on many
factors, including the Company’s ability to generate taxable income within the
net operating loss carryforward period. Management has considered these factors
in reaching its conclusion as to the valuation allowance for financial reporting
purposes.





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


F-13




Ironwood
      Gold Corp(formerly
      Suraj Ventures, Inc.)(An
      Exploration Stage Company)Notes
      to Financial Statements31
      August 2010





For
      the
                            year
      ended 31
                            August
      2010
                          
                          
                          For
      the
                            year
      ended 31
                            August
      2009$
                          
                          
                          $Refundable
      federal tax asset attributable to:Current
      operations
                          
                          
                          282,675
                          
                          
                          
                          10,209Stock
      based compensation
                          
                          
                          (30,607
                          )
                          
                          
                          -Contributions
      to capital by related party
                          
                          
                          (1,139
                          )
                          
                          
                          (5,304
                          )Less:
      Change in valuation allowance
                          
                          
                          (250,930
                          )
                          
                          
                          (4,905
                          )Net
      refundable amount
                          
                          
                          -
                          
                          
                          
                          -





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





As
      at 31
                            August
                            2010
                          
                          
                          As
      at 31
                            August
                            2009$
                          
                          
                          $Net
      operating loss carryforward
                          
                          
                          807,537
                          
                          
                          
                          69,509Statutory
      federal income tax rate
                          
                          
                          34
                          %
                          
                          
                          34
                          %Effective
      income tax rate
                          
                          
                          0
                          %
                          
                          
                          0
                          %Deferred
      tax asset
                          
                          
                          274,563
                          
                          
                          
                          23,633Less:
      Valuation allowance
                          
                          
                          (274,563
                          )
                          
                          
                          (23,633
                          )Net
      deferred tax asset
                          
                          
                          -
                          
                          
                          
                          -





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





As at 31
August 2010, the Company has an unused net operating loss carry forward balance
of approximately $807,537 that is available to offset future taxable
income.  This unused net operating loss carry-forward balance expires
beginning in 2027 and through 2030.





9.
            Supplemental
      Disclosures with Respect to Cash
Flows





For
      the period
                                  from
      the date
                                  of
      inception on
                                  18
      January
                                  2007
      to 31
                                  August
      2010
                                
                                
                                For
      the
                                  year
                                  ended
                                  31
      August
                                  2010
                                
                                
                                For
      the
                                  year
      ended 31
                                  August
                                  2009$
                                
                                
                                $
                                
                                
                                $Cash
      paid during the period for interest
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Cash
      paid during the period for income taxes
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -




F-14




Ironwood
      Gold Corp(formerly
      Suraj Ventures, Inc.)(An
      Exploration Stage Company)Notes
      to Financial Statements31
      August 2010





On 28
October 2009 the Company issued 17,075,000 common shares, valued at $17,075, as
partial settlement of an acquisition agreement to acquired an undivided 100%
right, title and interest in and to certain mineral claims known as the Cobalt
Canyon Gold Project, in the Chief District, located in Lincoln County, Nevada
(Note 3 and 7).





On 30
November 2009 the Company issued 500,000 common shares, valued at $500, as
partial settlement of a purchase agreement to acquire certain rights in 32
unpatented placer mining claims located at the Cobalt Canyon Gold Project in
Lincoln County, Nevada (Note 3 and 7).





On 13
January 2010, the Company completed a private placement and issued 2,060,000
common shares at $0.25 per share in exchange for debt of $515,000 owed KML (Note
7 and 10).





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





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





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





10.
            Commitments




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





11.
            Subsequent
      events





On 3
September 2010, the Company repaid the advance from shareholder (Note 5) with
cash of $50,000 and by issuing 1,000,000 units of the private placement of
20,000,000 Units offered at $0.05 per unit of the Company’s securities (Note
7).





Beginning
September 27, 2010 through October 21, 2010, the Company issued 5,300,000 Units
(as defined below) of the Company at a price of $0.05 per Unit for $265,000
(including the 1,000,000 units issued above).  Each “Unit” consists of
one share of the Company’s common stock (the “Shares”) and one warrant to
purchase one share of common stock at a price of $0.07, exercisable over two
years (the “Warrant”).





The
Company has evaluated subsequent events through November 29, 2010, which is the
date the financial statements were issued.




F-15