Ironwood Gold (IROG) 10-Q 2013 Q1 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[x]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934
For the quarterly period ended: November 30, 2012
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

Commission File Number: 000-53267

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

Nevada	74-3207792
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number)
123 West Nye Ln., Ste. 129
Carson City, Nevada	89706
(Address of Principal Executive Offices)	(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES[x]    NO[  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES[x]     NO[  ]

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

[ ]Large accelerated filer [ ]Accelerated filer [ ]Non-accelerated filer
(Do not check if smaller reporting company) [x]Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES[  ]    NO[x]

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

Class	Outstanding at January 22, 2013
Common stock, $0.001 par value	8,949,960

IRONWOOD GOLD CORP.
FORM 10-Q

INDEX

		PAGE
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements		3
Balance Sheets as of November 30, 2012 (Unaudited) and August 31, 2012		3
Statements of Operations for the three month periods ended November 30, 2012 and November 30, 2011 and for the period from January 18, 2007 (inception) to November 30, 2012 (Unaudited)		4
Statements of Cash Flows for the three month periods ended November 30, 2012 and November 30, 2011 and for the period from January 18, 2007 (inception) to November 30, 2012 (Unaudited)		5
Notes to Financial Statements (Unaudited)		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
Item 3. Quantitative and Qualitative Disclosures About Market Risk		28
Item 4. Controls and Procedures		28
PART II—OTHER INFORMATION
Item 1. Legal Proceedings		30
Item 1A. Risk Factors		30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		30
Item 3. Defaults Upon Senior Securities		30
Item 4. Mine Safety Disclosures		30
Item 5. Other Information		30
Item 6. Exhibits		32
Signature Page		33
Certifications
	Exhibit 31.1
	Exhibit 31.2
	Exhibit 32

FORWARD-LOOKING STATEMENTS

     This Report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of such terms or the negative of such terms. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth under the heading “Risk Factors” in our Annual report on Form 10-K for the fiscal year ended August 31, 2012, filed on December 20, 2012.

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

YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS

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

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Ironwood Gold Corp.

(An Exploration Stage Company)

Balance Sheets

	30 November 2012
	(Unaudited)		31 August 2012
	$		$
Assets
Current
Cash and cash equivalents	821		-
Prepaid expenses	-		-
Total Current Assets	821		-
Mineral properties	-		-
	821		-
Liabilities
Current
Accounts payable and accrued expenses (including accounts payable to related parties of $100,400 and $105,268)	678,702		632,009
Convertible promissory note, net of discounts of $335,041	399,959		-
Derivative liability	1,099,339		-
Total Current Liabilities	2,178,000		632,009
Long Term
Convertible promissory note, net of discounts of $409,626	-		240,374
Derivative liability	-		947,186
Total Liabilities	2,178,000		1,819,569
Stockholders’ Deficiency
Common stock
Authorized    25,000,000 common shares, par value $0.001 Issued and outstanding    30 November 2012 – 8,949,960 common shares    31 August 2011 – 6,199,960 common shares	8,950		6,700
Capital in excess of par value	3,071,059		2,909,503
Subscriptions received	60,000		60,000
Deficit accumulated during exploration stage	(5,317,188	)	(4,795,772	)
Total Stockholders’ Deficiency	(2,177,179	)	(1,819,569	)
Total Liabilities and Stockholders’ Deficiency	821		-

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

3

Ironwood Gold Corp.

(An Exploration Stage Company)

Statements of Operations

(Unaudited)

			(Restated)		For the period
	For three		For three		from the date of
	months ended		months ended		inception on 18
	30 November		30 November		January 2007 to 30
	2012		2011		November 2012
	$		$		$
Expenses
Exploration costs	-		82,650		938,717
General and administrative	275,409		202,374		2,626,071
Impairment loss on mineral property	-		-		1,440,360
Total Operating Expenses	275,409		285,024		5,005,148
Other (income) expense
Forgiveness of debt	-		-		(587,030	)
Gain on restructuring of debt	-		-		(10,761	)
(Gain)/Loss on derivative liability	(25,278	)	39,127		(669,427	)
Interest expense	271,285		64,033		1,579,258
Total other (income)/expense	246,007		103,160		312,040
Net Loss	(521,416	)	(388,184	)	(5,317,188	)
Basic and diluted loss per common share	(0.06	)	(0.06	)
Weighted average number of common shares - Basic and diluted	8,603,806		6,199,960

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

4

Ironwood Gold Corp.

(An Exploration Stage Company)

Statements of Cash Flows

(Unaudited)

					For the period from
			(Restated)		the date of inception
	For three months		For three months		on 18 January 2007
	ended		ended		to 30 November
	30 November 2012		30 November 2011		2012
	$		$		$
Cash flows used in operating activities
Net loss for the period	(521,416	)	(388,184	)	(5,317,188	)
Adjustments to reconcile net loss to net cash used in    operating activities:
Amortization of debt discount and interest expense	252,015		50,321		1,451,704
Stock issued for services	135,000		-		465,000
Vesting of stock options	28,806		28,806		478,906
Impairment loss on mineral property acquisition        costs	-		-		1,440,360
Forgiveness of debt – other income	-		-		(587,030	)
(Gain) loss on derivative liability	(25,278	)	39,127		(669,427	)
(Gain) on debt restructuring	-		-		(10,761	)
Contributions to capital by related party	-		20,000		68,300
Changes in operating assets and liabilities
Due to related parties	-		-		34,166
Prepaid expenses	-		25,000		-
Increase in accounts payable and accrued expenses	46,694		30,043		758,526
Net cash flows (used in) operating activities	(84,179	)	(194,887	)	(1,887,444	)
Cash flows used in investing activities
Acquisition of mineral property interest	-		-		(220,785	)
Net cash flows (used in) investing activities	-		-		(220,785	)
Cash flows from financing activities
Payment on note payable for mineral property	-		-		(5,000	)
Advances from Director	-		-		61,875
Payments to Director	-		-		(61,875	)
Advances from shareholder	-		-		100,000
Payments to shareholder	-		-		(100,000	)
Proceeds from convertible promissory note	85,000		-		735,000
Common shares issued for cash	-		-		1,319,050
Subscriptions received	-		-		60,000
Net cash flows provided by financing activities	85,000		-		2,109,050
Increase (decrease) in cash and cash equivalents	821		(194,887	)	821
Cash and cash equivalents, beginning of period	-		231,877		-
Cash and cash equivalents, end of period	821		36,990		821
Supplemental Disclosures with Respect to Cash Flows
(Note 9)

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

5

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

30 November 2012

1. Nature and Continuance of Operations

The Company, Ironwood Gold Corp. (formerly Suraj Ventures, Inc.), was incorporated under the laws of the State of Nevada on 18 January 2007, with the authorized common stock of 25,000,000 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 interim financial statements for the three months ended November 30, 2012 and 2011 are unaudited. These financial statements are prepared in accordance with requirements for unaudited interim periods, and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America. The results of operations for the interim periods are not necessarily indicative of the results for the full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. These interim financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended August 31, 2012 filed with the SEC.

Going Concern

These financial statements 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 had a net loss for the three months ended 30 November 2012, of $521,416 (three months ended 30 November 2011 – net loss of $388,184, cumulative – net loss of $5,317,188) and had working capital deficit of $2,177,179 at 30 November 2012 (31 August 2012 - $632,009).

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, through debt and equity financing, to continue operating and maintaining its business strategy during the fiscal year ending 31 August 2013. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Significant Accounting Policies

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

Basis of presentation

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

6

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

30 November 2012

Cash and cash equivalents

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

Financial instruments

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

Mineral property costs

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

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

Mineral property exploration costs are expensed as incurred.

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

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

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

Reclamation costs

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

7

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

30 November 2012

Long-lived assets

The carrying values of long-lived assets, including the carrying values of mineral property costs, are 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.

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.

8

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

30 November 2012

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.

Reclassification

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

Use of estimates

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

Recent Accounting Pronouncements

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

9

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

30 November 2012

3. Related Party Transactions

During the three months ended November 30, 2012, the Company accrued management fees to its CEO of $30,000 and paid $15,000 in management fees owed. Included in accounts payable at 30 November 2012, is $100,400 due to the Company’s CEO for management fees.

4. Convertible Promissory Note

On August 16, 2011, the Company borrowed $550,000 in the form of a convertible note payable, with a maturity date of November 16, 2012, and an annual interest rate of 10% (default interest rate of 16%). The note is convertible at the holder’s option at $0,40 per share. The note is secured by all of the assets of the Company. In conjunction with this note payable, the Company issued 1,375,000 warrants to purchase common shares of the Company’s common stock, and issued 220,000 shares of common stock. Accordingly, the Company recorded amounts based on their relative fair values (debt - $351,409; warrants -$173,670; and common stock - $24,921). The fair value of the warrants was determined using the Black-Scholes model and included the following assumptions: risk free rate of 0.95% and annual volatility of 241%. The warrants have an exercise price of $0.60 and have a contractual life of 5 years from the date of issuance. The value of the discounts created by the warrants and beneficial conversion feature was $173,670 and $209,729, respectively. The discount related to the beneficial conversion feature will be amortized to interest expense over the life of the debt and the discount for the warrants will be amortized to interest expense over the contractual life of the warrants. As of August 31, 2011, the Company had amortized $6,868 of these discounts.

On April 20, 2012, the Company restructured this debt by receiving $100,000 in cash, issuing 4,625,000 additional warrants with an exercise price of $.08, and reducing the conversion price on the debt to $.08. The Company accounted for this debt restructure as an extinguishment of debt, replaced by new debt, due to a substantial modification of terms. As a result, the Company recorded a gain on debt restructure of $10,761. Additionally, the Company recorded new discounts for the beneficial conversion feature and additional warrants of $338,050 and $311,950. These discounts will be amortized to interest expense over the life of the debt (for the beneficial conversion feature) and over the contractual life of the warrants (for the warrants). As of 31 August 2012, the Company had amortized $240,274 of these discounts and accrued interest expense on this note totaled $61,054.

As of November 16, 2012, the Company was in default on this loan agreement due to lack of payment and had accrued interest expense on this note totaling $74,766. Since default, the Company has accrued additional interest of $3,989 through 30 November 2012 and the full amount of the debt discount related to the beneficial conversion feature of $338,050, has been amortized to interest expense.

10

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

30 November 2012

On 10 September 2012, the Company borrowed $56,000 in the form of a convertible note payable, with a maturity date of 12 June 2013, and an annual interest rate of 8% (default interest rate of 22%). The note is convertible at the holder’s option, during the period beginning 180 days following the date of the note and ending on the later of (i) the maturity date and (ii) the date of payment of the default amount, at a variable conversion price equal to the average of the lowest two trading prices for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date and discounted by 45%. The note is secured by all of the assets of the Company.

On 19 November 2012, the Company borrowed $29,000 in the form of a convertible note payable, with a maturity date of 21 August 2013, and an annual interest rate of 8% (default interest rate of 22%). The note is convertible at the holder’s option, during the period beginning 180 days following the date of the note and ending on the later of (i) the maturity date and (ii) the date of payment of the default amount, at a variable conversion price equal to the average of the lowest two trading prices for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date and discounted by 45%. The note is secured by all of the assets of the Company.

As a result of these two new convertible notes, the Company recorded new discounts for the beneficial conversion feature of $85,000. These discounts will be amortized to interest expense over the life of the debt. As of 30 November 2012, the Company had amortized $17,655 of these discounts and accrued interest expense on these notes totaled $1,083.

5. Derivative Liability

Effective July 31, 2009, the Company adopted ASC 815-40 which defines determining whether an instrument (or embedded feature) is solely indexed to an entity’s own stock. The Company borrowed $550,000 on August 16, 2011 This note is convertible at the holder’s option at $.40 per share. Additionally, the Company issued 1,375,000 warrants to purchase shares of the Company’s common stock at an exercise price of $.60, expiring 5 years from the date of issuance.

The conversion price of the debt and the exercise price of the warrants are subject to a “reset” provision in the event the Company subsequently issues common stock at a price lower than the effective conversion price of the conversion option or warrant exercise price. If these provisions are triggered, the conversion price of the debt and exercise price of the warrants will be reduced. As a result, the conversion option and warrants are not considered to be solely indexed to the Company’s own stock and are not afforded equity treatment.

The fair values of the conversion option of the debt and warrants, at August 31, 2011, were $209,729 and $271,817, respectively, and have been recognized as derivative liabilities on the dates of issuance with all future changes in the fair value of these derivatives being recognized in earnings in the Company’s statement of operations under the caption “Other income (expense) – Gain (loss) on derivative liability” until such time as the debt is converted or the warrants are exercised or expire.

Due to the debt restructure on April 20, 2012, the Company recorded gains on these derivative liabilities in the amount of $104,410 and $136,225 for the conversion option and warrants, respectively. Also, new derivative liabilities were recorded in the amounts of $766,995 and $599,816 for the conversion option and warrants, respectively.

11

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

30 November 2012

Due to its requirement to re-measure the derivative liabilities, the Company recorded a gain on derivative liability of $660,260 and a loss on derivative liability of $16,110 at August 31, 2012 and 2011, respectively.

During the three months ending 30 November 2012 the Company recorded a related gain on the derivative liability of $140,096 (30 November 2011 – loss of $39,127)

The Company borrowed $56,000 on 10 September 2012 and $29,000 on 19 November 2012. These notes are convertible at the holder’s option based on the conditions and pricing formula detailed in Note 6.

The conversion price of the debt is subject to a “reset” provision in the event the Company subsequently issues common stock at a price lower than the effective conversion price of the conversion option. If this provision is triggered, the conversion price of the debt will be reduced. As a result, the conversion option is not considered to be solely indexed to the Company’s own stock and is not afforded equity treatment.

The fair value of the conversion option of the debt at 30 November 2012, was $292,248 and was recognized as a derivative liability on the date of issuance with all future changes in the fair value of this derivative being recognized in earnings in the Company’s statement of operations under the caption “Other income (expense) – Gain (loss) on derivative liability” until such time as the debt is converted. During the three months ended 30 November 2012, the Company recorded a related loss on their derivative liability of $114,818.

6. Capital Stock

Authorized

The total authorized capital is 25,000,000 common shares with a par value of $0.001 per common share.

Issued and outstanding

On 3 September 2010, the Company completed a private placement and issued 50,000 Units for gross proceeds of $50,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) 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 $1.40 per share for a period of 24 months. The 50,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $24,124 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.

On 28 September 2010, the Company completed a private placement and issued 15,000 Units for gross proceeds of $15,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) 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 $1.40 per share for a period of 24 months. The 15,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $7,251 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.

On 30 September 2010, the Company issued 5,000 common shares to a member of its Advisory board for services of the Company valued at $1.00 per common share (post share split) for a total consideration of $5,000.

12

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

30 November 2012

On 8 October 2010, the Company completed a private placement and issued 50,000 Units for gross proceeds of $50,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) 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 $1.40 per share for a period of 24 months. The 50,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $24,133 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.

On 13 October 2010, the Company completed a private placement and issued 100,000 Units for gross proceeds of $100,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) 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 $1.40 per share for a period of 24 months. The 100,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $48,231 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.

On 19 October 2010, the Company completed a private placement and issued 100,000 Units for gross proceeds of $100,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) 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 $1.40 per share for a period of 24 months. The 100,000 warrants were valued using the Black-Scholes model. Based on this valuation, a fair value of $48,421 was assigned to the warrants, using a relative fair value approach, considering the shares of common stock with which they were issued.

On 16 March 2011, the Company issued 75,000 common shares to Robert Wyllie in accordance with an acquisition agreement dated 2 February 2011, for an interest in the prospective gold-silver project known as the Falcon Mine Property. The property consists of 6 patented claims and 60-100 newly staked claims that join the patented claims on which the mine is situated.

On 15 June 2011, the Company completed a private placement and issued 125,000 Units for gross proceeds of $125,000, of a private placement of 1,000,000 Units offered at $1.00 per unit of the Company’s securities. Each Unit consists of 1 share of common stock, par value $0.001 per share (post share split) and 1 warrant exercisable to purchase 1 share of common stock of the Company at an exercise price of $1.40 per share for a period of 24 months.

On July 18, 2011, the Company issued 20,000 shares under Restricted Stock Award Agreement (the “Agreement”) dated January 24, 2011, with Anton S. Borozdin, whereby Mr. Borozdin will serve as a director of the Company. Pursuant to the Agreement, Mr. Borozdin received five thousand (5,000) shares of Company common stock in connection with his service as a director. The transaction was valued at $4,000 being the trading price of the Company’s shares on January 24, 2010, $0.80 per share (post share split) multiplied by the number of shares issued 5,000.

On July 31, 2011, the Company issued 1,250,000 shares to Behzad Shayanfar, the Company's current Chief Executive Officer, Interim Chief Financial Officer and a member of the Company's Board of Directors, as consideration for services provided to the Company. The transaction was valued at $250,000 being the trading price of the Company’s shares on July 31, 2011, $0.20 per share (post share split) multiplied by the number of shares issued 1,250,000.

13

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

30 November 2012

On August 5, 2011 the Company issued 10,000 shares in exchange for amounts owed by the Company to a supplier for services provided in November 2011. The transaction was valued at $9,257 being the amount owed.

On August 16, 2011 the Company issued 200,000 shares to a consultant for services. The transaction was valued at $40,000 being the trading price of the Company’s shares on August 16, 2011, $0.20 per share (post share split) multiplied by the number of shares issued 200,000.

On August 16, 2011 the Company issued 220,000 shares under a secured promissory note agreement (Note 8). The transaction was valued at $24,921 being the fair value allocation of the Company’s shares on August 16, 2011, based on cash proceeds on the related convertible note signed in connection with the share issuance.

On August 24, 2011 the Company issued 150,000 shares to a consultant for services. The transaction was valued at $30,000 being the trading price of the Company’s shares on August 16, 2011, $0.20 per share (post share split) multiplied by the number of shares issued 150,000.

On August 31, 2011, Ironwood Gold Corp., a Nevada corporation (the "Company"), entered into a Restricted Stock Award Agreement (the "Agreement") with Keith P. Brill, in connection with his service as a director of the Company. Pursuant to the Agreement, Mr. Brill will receive five thousand (5,000) shares of Company common stock. The transaction was valued at $1,000 being the trading price of the Company’s shares on August 31, 2011, $0.20 per share (post share split) multiplied by the number of shares issued 5,000.

Effective 28 October, 2011, the Company completed a 20 to 1 reverse stock split. The authorized share capital changed to 25,000,000 common shares with the same par value of $0.001 (post share split). 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 and the 50 to 1 forward stock split effective 27 October 2009, described above (“post splits”) on a retroactive basis (Note 8).

On February 22, 2012, the Company issued 500,000 common shares under an Amendment to the Falcon agreement (Note 3). The transaction was valued at $60,000 being the trading price of the Company’s shares on February 22, 2012, $0.12 per share, multiplied by the number of shares issued 500,000.

On September 14, 2012, Ironwood Gold Corp., a Nevada corporation (the "Company"), entered into a Restricted Stock Award Agreement (the "Agreement") with a Company officer and a Company director. Pursuant to the Agreement, the officer will receive two million (2,000,000) shares of Company common stock and the director will receive two hundred and fifty thousand (250,000) shares of Company common stock. The transaction was valued at $135,000 being the trading price of the Company’s shares on September 14, 2012, $0.06 per share (post share split), multiplied by the number of shares to be issued, 2,250,000 shares.

14

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

30 November 2012

Subscriptions received

On November 24, 2010, the Company received $60,000 as partial payment on the private placement of 60,000 Units for gross proceeds of $60,000, of a private placement of 1,000,000 Units offered at $1.00 per unit (post share split) 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 $1.40 per share for a period of 24 months.

Stock Options

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

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

On 20 April 2010, the Company granted an aggregate of 312,500 incentive options to various directors and officers of the Company. The options vest evenly, at the end of each calendar quarter, over five years beginning on June 30, 2010. The weighted average exercise price of the options is $0.31 each and they are exercisable until April 20, 2020. 625,000 options were vested at 30 November 2010.

The weighted average grant-date fair value for these options was $1,800,400. During the year ended 31 August 2011, 212,500 options were forfeited. On 31 August 2012, 100,000 options were outstanding of which 45,000 were vested. Due to the fact that the options were out of the money, the aggregate intrinsic value of options outstanding and exercisable at 30 November 2012 was $Nil.

Stock-based compensation expense

Options granted to directors and officers of the Company are accounted for using the Black-Scholes option pricing model. 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 at 31 August 2011, was $172,800 ($5.76 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 (no options issued in fiscal years 2011 and 2012 and three months ended 30 November 2012).

15

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

30 November 2012

Expected annual dividend rate	0.00%
Weighted average exercise price	$6.20
Risk-free interest rate	3.25%
Average expected life (years)	10
Expected volatility of common stock	98.43%
Forfeiture rate	0.00%
Weighted average fair value of option grants	$5.76

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. Total stock based compensation for the three months ended November 30, 2012 and 2011 was $28,806 for each period.

Warrants

As at 30 November 2012 and 31 August 2012, the following share purchase warrants were outstanding and exercisable:

	Exercise
Expiry Date	Price	30-Nov-12	31-Aug-12
27-Aug-12	$1.40	-	-
3-Sep-12	$1.40	-	50,000
28-Sep-12	$1.40	-	15,000
8-Oct-12	$1.40	-	50,000
13-Oct-12	$1.40	-	100,000
24-Nov-12	$1.40	-	100,000
11-Jun-13	$1.40	125,000	125,000
16-Aug-16	$0.60	-	-
16-Aug-16	$0.08	6,000,000	6,000,000
		6,125,000	6,440,000

16

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

30 November 2012

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

	30-Nov-12				31-Aug-12
				Weighted				Weighted
				Average				Average
	Number of			Exercise	Number of			Exercise
	Warrants			Price	Warrants			Price
Outstanding at beginning of period	6,440,000		$	0.17	2,015,000		$	0.85
Issued	-			-	6,000,000		$	0.08
Exercised	-			-	-			-
Extinguished	-			-	(1,375,000	)	$	0.60
Expired	(315,000	)	$	1.40	(200,000	)	$	1.40
Outstanding at end of period	-			-	-			-
	6,125,000		$	0.11	6,440,000		$	0.17

7. Supplemental Disclosures with Respect to Cash Flows

		For the period
		from the date
		of inception on				For the three
		18 January		For the three		month period
		2007 to 30		month ended		ended 30
		November		30 November		November
		2012		2012		2011
	$		$		$
Cash paid during the period for interest		-		-		-
Cash paid during the period for income taxes		-		-		-

17

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

30 November 2012

Supplemental disclosures of noncash investing and financing activities:

On February 22, 2012 the Company issued 500,000 common shares under an Amendment to the Falcon agreement (Note 3). The transaction was valued at $60,000 being the trading price of the Company’s shares on February 22, 2012 ($0.12 per share) multiplied by the number of shares issued 500,000.

Since the Company’s inception, related parties have contributed $48,300 to capital in the form of management fees, rent, and telephone expenses.

8.	Commitments and Contingencies
	The Company has outstanding and future commitments under mineral property agreements (Note 3).
9.	Restatement

The Company has restated its previously issued November 30, 2011 financial statements for matters related to the following items:

On 16 August 2011, the Company received $550,000 from an investor for a convertible promissory note (conversion price of $.40, with a price reset feature if the Company issues stock below this conversion price), 1,375,000 warrants to purchase shares of the Company’s common stock (exercise price of $0.60, expiring 5 years from the date of issuance, containing a price reset feature if the Company issues stock below the exercise price), and 220,000 shares of the Company’s common stock.

The Company originally recorded amounts based on the relative fair values assigned to the debt, common stock, and warrants. This created a discount on debt of $62,432, which was going to be amortized over the life of the debt.

18

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

30 November 2012

The Company has determined that the conversion feature and warrants were derivatives requiring bifurcation. Accordingly, the Company has calculated the value of the related derivative liabilities using the Black-Scholes model and has corrected the related debt discounts and amortization. See the adjustments to each financial statement line item below.

Condensed Balance Sheet

		November 30, 2011
		Previously Reported			Adjustments			As Restated
Assets
Current assets:
Cash and cash equivalents	$	36,990			-		$	36,990
Total Current Assets		36,990			-			36,990
Mineral properties		120,000			-			120,000
Total Assets	$	156,990					$	156,990
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	346,347		$	14,378		$	360,725
Convertible promissory note, net of discount		502,039			(276,823	)		225,216
Derivative liability		-			261,837			261,837
Total Current Liabilities		848,386			(608	)		847,778
Long Term liabilities:
Derivative liability		-			274,946			274,946
Total Liabilities		848,386			274,338			1,122,724
Stockholders’ equity:
500,000,000 shares authorized, $0.001 par values;
6,199,960 shares issued and outstanding at November 30 2011		6,200			-			6,200
Additional-paid-in capital		2,721,096			22,489			2,743,585
Subscriptions received		60,000			-			60,000
Deficit accumulated during exploration stage		(3,478,692	)		(296,827	)		(3,775,519	)
Total Stockholders' Equity		(691,396	)		(274,338	)		(965,734	)
Total Liabilities and Stockholders' Equity	$	156,990		$	-		$	156,990

19

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

30 November 2012

Condensed Statement of Operations

	Three Months Ended November 30, 2011
	Previously
	Reported		Adjustments	As Restated
OperatingExpenses:
Exploration costs	82,650		-	82,650
General and Administrative	182,374		20,000	202,374
Total Operating Expenses	265,024		-	285,024
Other (Income) and Expense:
Interest expense	13,770		50,264	64,033
Loss on derivative liability	-		39,126	39,127
Total other (income) expense	13,770		89,390	103,160
NET LOSS	278,794		89,390	388,184
NET LOSS PER COMMON SHARE
Basic and diluted	(0.04	)		(0.06	)
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic and diluted	6,199,960			6,199,960

20

Ironwood Gold Corp

(An Exploration Stage Company)

Notes to Financial Statements

30 November 2012

Condensed Statement of Cash Flows

		Three Months Ended November 30, 2011
		Previously
		Reported			Adjustments			As Restated
Cash flows from operating activities:
Net Loss	$	(278,794	)	$	(89,390	)	$	(386,184	)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Amortization of discount and interest expense		12,404			37,917			50,321
Loss on derivative liability		-			39,127			39,127
Vesting of stock options		28,806			-			28,806
Contributions to capital by related party		-			20,000			20,000
Changes in operating assets and liabilities:
Increase in prepaid expenses		25,000			-			25,000
Increase in accounts payable and accrued expenses		17,697			12,346			30,043
Net cash used in operating activities		(194,887	)		-			(194,887	)
Cash flows used in investing activities:		-			-			-
Net cash used in investing activities		-			-			-
Cash flows from financing activities:		-			-			-
Net cash used in financing activities		-			-			-
Net decrease in cash and cash equivalents		(194,887	)		-			(194,887	)
Cash and cash equivalents at the beginning of period		231,877						231,877
Cash and cash equivalents at the end of period		36,990						36,990

21

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

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

Overview

     Ironwood Gold Corp. 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 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.

     On January 25, 2011, we entered into a lease agreement with The Falcon Group Claims (“Falcon”) for the development of a gold-silver mining project known as the Falcon Mine Property (the “Falcon Property”) located in the northern end of the Carlin Trend gold belt in Nevada (the “Lease”). The Lease includes an earn-in joint venture agreement option, to be negotiated by the parties, for further development of the Falcon Property. Such joint venture option was exercisable anytime on or before November 30, 2012, unless such option period is extended pursuant to the terms and conditions of the Lease. The Company is currently in default on this agreement. The Falcon Property consists of six patented claims and between 60-100 newly staked claims that join the patented claims on which the mine is situated. In accordance with the Lease, we are obligated to make certain expenditures on the Falcon Property, including drilling a minimum of four (4) drill holes for the purpose of obtaining soil samples and conducting field survey work on the Falcon Property. In September 2011, we announced that Snowden Mining Industry Consultants Inc. (“Snowden”) has commenced the 2011 field exploration program on the Falcon Property. On February 21, 2012, we announced that based on the results from surface mapping, sampling and a geophysical program, Snowden has identified a number of significant mineralization targets that are recommended as warranting a follow up exploration drilling program. As such, we have announced plans to proceed with an 18-hole, 6000 meter drilling program after receiving Snowden’s favorable assessment.

     The Lease calls for cash payments of $225,000 by September 1, 2012, issuance of 75,000 shares of common stock by January 28, 2011, issuance of another 75,000 shares of common stock by November 30, 2011, and a minimum of 8 drill holes by November 30, 2012, with 4 holes completed by November 30, 2011. As of February 29, 2012, we had paid $75,000, and had issued the initial 75,000 shares of our common stock to Falcon.

     On February 22, 2012, we entered into Amendment No. 1 to the Lease (“Amendment No. 1”) with Falcon. In consideration for Falcon’s agreement to extend the due dates of the cash payments and share issuances due to Falcon in November 2011 to April 6, 2012, we paid Falcon $10,000 and agreed to issue to Falcon 500,000 shares of common stock. As of November 30, 2012, we have paid $75,000 under the original Lease and $5,000 under Amendment No. 1, and we have issued 75,000 shares of common stock under the original Lease and 500,000 shares of common stock under Amendment No. 1.

Background

     On October 27, 2009, we effected a 50-for-1 forward stock split. Effective October 28, 2011, we completed a 1-for-20 reverse stock split of both our authorized and issued and outstanding shares of our common stock. As a result of the reverse split, our authorized share capital is now 25,000,000 shares of common stock, with the same par value of $0.001. All references to share info contained in this Form 10-Q are to figures and numbers post-reverse stock split.

22

     We expect to continue to incur operating losses in the near future as we initiate mining exploration operations at our property through the remainder of 2013. We have funded our operations primarily through sales of our common stock and debt offerings, including most recently the issuance of a $550,000 secured convertible promissory note to Alpha Capital Anstalt in August 2011, and convertible notes in the amount $56,000 and $29,000 in September and November, 2012, respectively.

     On April 20, 2012, we entered into an Amendment Agreement (the “Amendment”) with Alpha to the Note, previously disclosed in our Current Report on Form 8-K filed on August 18, 2011. In connection therewith, effective April 20, 2012 we also agreed to an Allonge to the Note (the “Allonge”) pursuant to which an additional $100,000 was issued to us under the Note. In accordance with the Amendment and the Allonge, (i) the original principal amount under the Note has increased from $550,000 to $650,000; (ii) the conversion price under the Note has been reduced from $0.40 per share to $0.08 per share; (iii) the number of warrants to purchase shares of our common stock issuable to Alpha has increased from 1,375,000 to 6,000,000; and (iv) the exercise price of the warrants has been reduced from $0.60 per share to $0.08 per share. The expiry date of the warrants issuable to Alpha remains unchanged at August 16, 2016.

     We intend to explore for undiscovered deposits on these properties and to acquire and explore new properties, all with the view to enhancing the value of such properties.

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

Critical Accounting Policies

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

     The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. We believe certain critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements. A description of our critical accounting policies is set forth in our Annual Report on Form 10-K for the year ended August 31, 2012. As of, and for the three months ended November 30, 2012, there have been no material changes or updates to our critical accounting policies.

Results of Operations

     The following discussion of the financial condition, results of operations, cash flows, and changes in our financial position should be read in conjunction with our audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2012, filed on December 20, 2012.

Comparison of three month periods ended November 30, 2012 and November 30, 2011

     During the three month periods ended November 30, 2012 and November 30, 2011, we earned no revenues.

     For the three month periods ended November 30, 2012 and November 30, 2011, we incurred a net loss of $521,416 and $388,184, respectively. This increase for the three month period ended November 30, 2012 is primarily attributed to an increase in interest expense.

Period from inception, January 18, 2007 to November 30, 2012

     Since inception, we have an accumulated deficit during the exploration stage of $5,317,188. We expect to continue to incur losses as a result of expenditures for general and administrative activities while we remain in the exploration stage.

Liquidity and Capital Resources

     As of November 30, 2012, we had $821 in cash and cash equivalents and a working capital deficiency of $2,177,179, including $678,702 in accounts payable and accrued expenses.

23

     For the three months ended November 30, 2012, we used net cash of $84,179 in operations and used net cash of $Nil in investing activities. For the three months ended November 30, 2012, we had $85,000 in net cash flow provided by financing activities, representing $85,000 from the issuance of a convertible promissory note.

     On August 16, 2011, we entered into a Subscription Agreement (the “Agreement”) with Alpha Capital Anstalt, a foreign entity (“Alpha”) in connection with the private offering and issuance of (i) a $550,000 secured convertible promissory note (the “Note”), such Note convertible, at the option of Alpha, into shares of our common stock, par value $0.001, at a conversion price of $0.40 per share (post stock split); (ii) a warrant to purchase up to 1,375,000 shares of common stock (post stock split) at an exercise price of $0.60 per share (post stock split) (the “Warrant”), such Warrant expiring five (5) years from the date of issuance, and (iii) 220,000 shares of common stock (post stock split) (the “Shares”). The Note is senior to any and all of our indebtedness and is secured substantially by all of our assets in accordance with the terms and conditions of the Security Agreement with the Alpha dated August 16, 2011. The Note carries an interest rate of 10% per annum (increases to 16% in the event of default), is payable quarterly, and matures fifteen (15) months from the date of issuance.

     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. 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. 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 cease our operations.

     We cannot be sure that our future working capital or cash flows will be sufficient to meet our debt obligations and commitments. Any insufficiency and failure by us to renegotiate such existing debt obligations and commitments would have a negative impact on our business and financial condition, and may result in legal claims by our creditors. Our ability to make scheduled payments on our debt as they become due will depend on our future performance and our ability to implement our business strategy successfully. Failure to pay our interest expense or make our principal payments would result in a default. A default, if not waived, could result in acceleration of our indebtedness, in which case the debt would become immediately due and payable. If this occurs, we may be forced to sell or liquidate assets, obtain additional equity capital or refinance or restructure all or a portion of our outstanding debt on terms that may be less favorable to us. In the event that we are unable to do so, we may be left without sufficient liquidity and we may not be able to repay our debt and the lenders may be able to foreclose on our assets or force us into bankruptcy proceedings or involuntary receivership.

24

Off-Balance Sheet Transactions

    There are no off-balance sheet transactions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

     We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer who is also our Principal Financial Officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of November 30, 2012 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer, who is also our Principal Financial Officer, concluded that our disclosure controls and procedures are not effective as of November 30, 2012 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 our interim financial statements will not be prevented or detected on a timely basis.

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

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

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

• We do not have a written internal control procedurals manual which outlines the duties and reporting requirements of our officers and directors. This lack of a written internal control procedurals manual does not meet the requirements of the SEC for good internal controls.

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

     Our management feels the weaknesses identified above, being the latter three, have not had any material affect on our financial results. Our 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 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.

25

     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 November 30, 2012 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.

26

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

              None.

Item 1A. Risk Factors.

               Not applicable.

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

              None.

Item 3. Defaults Upon Senior Securities.

              None.

Item 4. Mine Safety Disclosures.

              Not applicable.

Item 5. Other Information.

             Convertible Notes

     On September 10, 2012, the Company borrowed $56,000 in the form of a convertible note payable, with a maturity date of June 12, 2013, and an annual interest rate of 8% (default interest rate of 22%). The note is convertible at the holder’s option, during the period beginning 180 days following the date of the note and ending on the later of (i) the maturity date and (ii) the date of payment of the default amount, at a variable conversion price equal to the average of the lowest two trading prices for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date and discounted by 45%. The note is secured by all of the assets of the Company.

     On November 19, 2012, the Company borrowed $29,000 in the form of a convertible note payable, with a maturity date of June 12, 2013, and an annual interest rate of 8% (default interest rate of 22%). The note is convertible at the holder’s option, during the period beginning 180 days following the date of the note and ending on the later of (i) the maturity date and (ii) the date of payment of the default amount, at a variable conversion price equal to the average of the lowest two trading prices for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date and discounted by 45%. The note is secured by all of the assets of the Company.

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Item 6. Exhibits.

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

Exhibit Number	Name
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)
3.5	Amendment to Articles of Incorporation (incorporated by reference to the registrant’s Current Report on Form 8-K filed on October 28, 2011)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002*
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002*
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase**
101.DEF	XBRL Taxonomy Extension Definition Linkbase**
101.LAB	XBRL Taxonomy Extension Label Linkbase**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase**

_________________
* Filed herewith.
** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

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SIGNATURES

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

	IRONWOOD GOLD CORP.
	(Registrant)
Date: January 21, 2013	By:	/s/ Behzad Shayanfar
		Behzad Shayanfar, Chief Executive Officer, Interim Chief
		Financial Officer
		(Principal Executive Officer, Principal Financial Officer &
		Principal Accounting Officer)

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