UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: November 30, 2011
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 000-53267
IRONWOOD GOLD CORP.
(Name of registrant as specified in its charter)
| Nevada | 74-3207792 | |||
| (State or Other Jurisdiction of | (I.R.S. 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 ¨ | 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, 2012 | |
| Common stock, $.001 par value | 6,199,977 |
EXPLANATORY NOTE
The purpose of this Amendment No. 1 on Form 10–Q/A to Ironwood Gold Corp.’s quarterly report on Form 10–Q for the quarter ended November 30, 2011, filed with the Securities and Exchange Commission on January 23, 2012 (the “Form 10–Q”), is solely to furnish Exhibit 101 to the Form 10–Q in accordance with Rule 405 of Regulation S–T.
No other changes have been made to the Form 10–Q. This Amendment No. 1 speaks as of the original filing date of the Form 10–Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–Q.
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* | ||
| 32.1 | 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** | ||
___________
* Previously filed or furnished as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2011.
** 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.
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 30, 2012 | By: | /s/ Behzad Shayanfar |
Behzad Shayanfar, Chief Executive Officer (Principal Executive Officer) | ||
| Date: January 30, 2012 | By: | /s/ Behzad Shayanfar |
Behzad Shayanfar, Interim Chief Financial Officer (Principal Financial Officer & Principal Accounting Officer) | ||
