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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15~~(d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~ One)

~~For~~x ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended: November~~TO ~~30,~~SECTION ~~2013~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~[ ]~~For ~~TRANSITION~~the ~~REPORT~~Quarterly ~~PURSUANT~~Period TOEnded: ~~SECTION~~May 1331, ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~ 2014

~~Commission File Number: 000-53267~~ or

~~IRONWOOD~~¨ ~~GOLD~~TRANSITION ~~CORP. (Name~~REPORT ofPURSUANT ~~registrant~~TO asSECTION ~~specified~~13 inOR ~~its charter~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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)

For the Transition Period from _________ to _________

~~(888)~~Commission ~~356-4942~~file ~~(Registrant’s telephone~~ number,: ~~including area code)~~ 000-53267

~~Indicate~~IRONWOOD byGOLD 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 daysCORP. ~~YES [X] NO [ ]~~

~~Indicate~~(Exact byname ~~check~~of ~~mark whether the~~ registrant ~~has~~as ~~submitted electronically~~specified ~~and~~in ~~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~~charter) ~~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.

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

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

23 West Nye Ln, Ste. 129 Carson City, Nevada		89706
(Address of principal executive offices)		(zip code)

~~Indicate by check mark whether the registrant is a shell company~~ (~~as defined in Rule 12b-2 of the Exchange Act~~888). ~~YES [ ] NO [X]~~356-4942

~~Indicate the number of shares outstanding of each of the issuer~~(Registrant’s ~~classes~~telephone ~~of common stock~~number, asincluding ofarea ~~the latest practicable date.~~ code)

Class	Outstanding at January 17 , 2014
Common stock, $0.001 par value	34,989,201

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 ¨ No x

~~IRONWOOD~~Indicate ~~GOLD~~by ~~CORP.FORM~~check 10mark 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-QT (§ 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	¨	Smaller reporting company	x
(Do not check if a 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

As of May 27, 2015, there were 572,369 shares of registrant’s common stock outstanding.

IRONWOOD GOLD CORP.

INDEX

	PAGE
PART I. FINANCIAL INFORMATION
PART I—FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
Item 1. Financial Statements	1
	Condensed balance sheets as of May 31, 2014 (unaudited) and August 31, 2013		3
Condensed Balance Sheets as of November 30, 2013 (Unaudited) and August 31, 2013	1
	Condensed statements of operations and comprehensive loss for the three and nine months ended May 31, 2014 and 2013 (unaudited)		4
Condensed Statements of Operations for the three a month periods ended November 30, 2013 and November 30, 2012 and for the period from January 18, 2007 (inception) to November 30, 2013 (Unaudited)	2
	Condensed statement of stockholders’ deficit for the nine months ended May 31, 2014 (unaudited)		5
Condensed Statements of Cash Flows for the three month periods ended November 30, 2013 and November 30, 2012 and for the period from January 18, 2007 (inception) to November 30, 2012 (Unaudited)	3
	Condensed statements of cash flows for the nine months ended May 31, 2014 and 2013 (unaudited)		6
Notes to Condensed Financial Statements (Unaudited)	4
	Notes to condensed financial statements (unaudited)		7-18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19-23
Item 3. Quantitative and Qualitative Disclosures About Market Risk	16
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk		24
Item 4. Controls and Procedures	17
ITEM 4.	Controls and Procedures		25
PART II—OTHER INFORMATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	18
ITEM 1.	Legal Proceedings		26
Item 1A. Risk Factors	18
ITEM 1A.	Risk Factors		26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 3. Defaults Upon Senior Securities	18
ITEM 3.	Defaults Upon Senior Securities		26
Item 4. Mine Safety Disclosures	18
ITEM 4.	Mine Safety Disclosures		26
Item 5. Other Information	18
ITEM 5.	Other Information		26
Item 6. Exhibits	18
ITEM 6.	Exhibits		26
Signature Page	20
SIGNATURES			27
Certifications
Exhibit 31.1
Exhibit 31.2
Exhibit 32

~~FORWARD-LOOKING STATEMENTS~~ 2

~~This~~PART ~~Report~~I on– ~~Form~~FINANCIAL 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, 2013, filed on December 13,2013. INFORMATION

AsITEM ~~used in this Form 10-Q, “we,” “us,” and “our” refer to Ironwood Gold Corp~~1., ~~which~~FINANCIAL ~~is also sometimes referred to as the “Company.”~~ STATEMENTS

YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS

IRONWOOD GOLD CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS

	May 31,			August 31,
		2014			2013
		(unaudited)
ASSETS
Current assets:
Cash	$	44,904		$	-
Other current assets		54,059			19,547
Total current assets		98,963			19,547

Property and equipment, net		1,717,505			862,407

Total assets	$	1,816,468		$	881,954

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Cash overdraft	$	-		$	16,803
Accounts payable		899,303			30,208
Accrued expenses		28,734			97,307
Due to related parties		36,870			771,842
Notes payable		784,125			403,453
Warrant liability		4,602,640			-
Derivative liabilities		8,191			-
Total current liabilities		6,359,862			1,319,613

Long term debt
Convertible note payable, net of unamortized debt discounts of $1,038,151		111,849			-

Total liabilities		6,471,711			1,319,613

Stockholders' deficit:
Common stock, $0.001 par value, 625,000 shares authorized (see subsequent event – Note 11), 470,973 and 375,000 shares issued and outstanding as of May 31, 2014 and August 31, 2013, respectively		471			375
Additional paid in capital		-			9,741
Common stock to be issued of 9,531,503 and 8,625,000 (see subsequent event – Note 11) as of May 31, 2014 and August 31, 2013, respectively		33,600			-
Accumulated deficit		(4,664,004	)		(466,837	)
Accumulated other comprehensive income		(25,310)			19,062
Total stockholders' deficit		(4,655,243	)		(437,659	)

Total liabilities and stockholders' deficit	$	1,816,468		$	881,954

~~The~~See ~~forward-looking statements made in this report on Form 10-Q relate only to events or information as of~~ the ~~date~~accompanying onunaudited ~~which~~condensed ~~the~~consolidated ~~statements are~~financial ~~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~~3

~~Ironwood~~IRONWOOD ~~Gold~~GOLD ~~Corp(An~~CORP. ~~Exploration~~CONDENSED ~~Stage~~CONSOLIDATED ~~Company)~~STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited)

Condensed Financial Statements (Unaudited) 30 November 2013

		Three Months Ended May 31,				Nine Months Ended May 31,
		2014			2013		2014			2013

Revenue:	$	-		$	-	$	-		$	-

Operating expenses:
Selling, general and administrative		308,205			-		530,824			-
Total Operating expenses		308,205			-		530,824			-

Net loss from operations		(308,205	)		-		(530,824	)		-

Other income (expense):
Interest expense, net		(4,949,691	)				(4,994,557	)
Gain on change in derivative liabilities		1,344,164			-		1,344,164			-

NET LOSS	$	(3,913,732	)	$	-	$	(4,181,217	)	$	-

Loss per common share, basic and diluted	$	(0.40	)	$	-	$	(0.45	)	$	-

Weighed average number of common shares outstanding, basic and diluted		9,782,152			-		9,260,717			-

Comprehensive loss:
Net loss	$	(3,913,732	)			$	(4,181,217	)
Unrealized loss on change in foreign currency translations		(44,372	)		-		(44,372	)		-
Comprehensive loss	$	(3,958,104	)	$	-	$	(4,225,589	)	$	-

~~The~~See the accompanying ~~notes~~unaudited ~~are~~condensed anconsolidated ~~integral part of these condensed~~ financial statements.

~~Ironwood Gold Corp (An Exploration Stage Company) Condensed Balance Sheets~~4

	30-Nov-13
	(Unaudited)		31-Aug-13
	$		$
Assets
	-		-
Total Assets	-		-
Liabilities
Current
Accounts payable and accrued expenses (including accounts payable to related parties of $216,516 and $166,253, respectively)	823,266		772,557
Accrued interest	185,270		152,303
Convertible promissory notes, net of discounts of $118,883 and $135,835, respectively	721,417		667,672
Derivative liability	260,842		296,875
Total Current Liabilities	1,990,795		1,889,407
Total Liabilities	1,990,795		1,889,407
Stockholders’ Deficiency
Common stock
Authorized: 250,000,000 common shares, par value $0.001 Issued and outstanding: 30 November 2013 – 31,819,336 common shares 31 August 2013 – 31,819,336 common shares	31,819		31,819
Capital in excess of par value	4,393,735		4,364,929
Subscriptions received	60,000		60,000
Deficit accumulated during exploration stage	(6,476,349	)	(6,346,155	)
Total Stockholders’ Deficiency	(1,990,795	)	(1,889,407	)
Total Liabilities and Stockholders’ Deficiency	-		-

IRONWOOD GOLD CORP.
STATEMENT OF STOCKHOLDERS' DEFICIT
NINE MONTHS ENDED MAY 31, 2014
(unaudited)

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

		Common stock			Additional Paid In			Common Stock		Accumulated			Other Comprehensive
	Shares		Amount		Capital			Subscriptions		Deficit			Income			Total

Balance, August 31, 2013		375,000	$	375	$	9,741		$	-	$	(466,837	)	$	19,062		$	(437,659	)
Donated capital		-		-		744,524			-		-			-			744,524
Common stock issued in connection with the share exchange agreement dated March 21, 2014		95,973		96		(754,265	)		-		(15,950	)		-			(770,119	)
Common stock issued for services rendered		-		-		-			33,600		-			-			33,600
Foreign currency translation adjustment		-		-		-			-					(44,372	)		(44,372	)
Net loss		-		-		-			-		(4,181,217	)		-			(4,181,217	)
Balance, May 31, 2014		470,973	$	471	$	-		$	33,600	$	(4,664,004	)	$	(25,310	)	$	(4,655,243	)

~~Ironwood~~See ~~Gold~~the ~~Corp~~accompanying ~~(An~~unaudited ~~Exploration~~condensed ~~Stage~~consolidated ~~Company)~~financial ~~Condensed Statements of Operations (Unaudited)~~statements

					For the period
					from the date of
	For the three		For the three		inception on 18
	months ended		months ended		January 2007 to
	30-Nov-13		30-Nov-12		30-Nov-13
	$		$		$
Expenses
Exploration	-		-		938,717
General and administrative	111,835		275,409		3,972,028
Impairment loss on mineral property	-		-		1,690,360
Total Operating Expenses	111,835		275,409		6,601,105
Other (income) expense
Forgiveness of debt	-		-		(587,030	)
Interest expense	70,751		271,285		2,736,195
Gain on debt extinguishment	-		-		(32,871	)
Loss (gain) on derivative liabilities	(52,392	)	(25,278	)	(2,241,050	)
Total other (income) expense	18,359		246,007		(124,756	)
Net Income (Loss)	(130,194	)	(521,416	)	(6,476,349	)
Basic and diluted loss per common share	(0.004	)	(0.06	)
Weighted average number of common shares - Basic and diluted	31,819,336		8,603,806

~~The~~IRONWOOD ~~accompanying~~GOLD ~~notes~~CORP. ~~are~~CONDENSED anCONSOLIDATED ~~integral~~STATEMENTS ~~part~~OF ofCASH ~~these~~FLOWS ~~condensed financial statements.~~ (unaudited)

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

		Nine Months Ended May 31,
		2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,181,217	)	$	-
Adjustments to reconcile net loss to cash used in operating activities:
Amortization of debt discounts		111,849			-
Non-cash interest		4,804,995			-
Gain on change in fair value of derivative and warrant liabilities		(1,344,164	)		-
Stock based compensation		3,600			-
Change in operating assets and liabilities:
Other current assets		(34,512	)		-
Accounts payable and accrued expenses		30,402			-
Net cash used in operating activities:		(609,047	)		-

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment		(855,098	)		-
Net cash used in investing activities:		(855,098	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft		(16,803	)		-
Net proceeds from issuance of convertible debt		1,150,000			-
Net proceeds from issuance of notes payable		380,672			-
Net proceeds from related party advances		39,552			-
Net cash provided by financing activities:		1,553,421			-

Effect of currency rate change on cash		(44,372	)		-

Net increase in cash and cash equivalents		44,904			-
Cash and cash equivalents, beginning of period		-			-
Cash and cash equivalents, end of period	$	44,904		$	-

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	89,362		$	-
Cash paid during the period for taxes	$	-		$	-

NONCASH INVESTING AND FINANCING ACTIVITIES:		-			-

					For the period from the
	For three months		For three months		date of inception on 18
	ended		ended		January 2007 to
	30-Nov-13		30-Nov-12		30-Nov-13
	$		$		$
Cash flows used in operating activities
Net loss for the period	(130,194	)	(521,416	)	(6,476,349	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount and interest expense	33,311		252,015		2,486,880
Stock issued for services	-		135,000		1,424,820
Vesting of stock options	28,806		28,806		504,110
Impairment loss on mineral property acquisition	-		-		1,690,360
Forgiveness of debt – other income	-		-		(587,030	)
(Gain) loss on derivative liability	(52,392	)	(25,278	)	(2,241,050	)
(Gain) loss on debt extinguishment	-		-		(32,871	)
Contributions to capital by related party	-		-		68,300
Changes in operating assets and liabilities:
Due to related parties	-		-		34,166
Prepaid expenses and deposits	-		-		(50,000	)
Increase in accounts payable and accrued expenses	83,676		46,694		1,118,899
Net cash flows (used in) operating activities	(36,793	)	(84,179	)	(2,059,765	)
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	36,793		85,000		906,500
Common shares issued for cash	-		-		1,319,050
Subscriptions received	-		-		60,000
Net cash flows provided by financing activities	36,793		85,000		2,280,550
Increase (decrease) in cash and cash equivalents	-		821		-
Cash and cash equivalents, beginning of period	-		-		-
Cash and cash equivalents, end of period	-		821		-

See the accompanying unaudited condensed consolidated financial statements

~~Supplemental Disclosures with Respect to Cash Flows (Note 7)~~6

~~The~~Ironwood ~~accompanying~~Gold ~~notes are an integral part of these condensed financial statements.~~ Corp

~~Ironwood Gold Corp (An Exploration Stage Company)~~ Notes to Unaudited Condensed Consolidated Financial Statements ~~30 November 2013~~

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 financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applicable to exploration stage enterprises. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The Company’s fiscal year end is 31 August.
	The interim financial statements for the three months ended 30 November 2013 and 30 November 2012 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 31 August 2013 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 2013, of $130,194 (three months ended 30 November 2012 – net loss of $521,416), cumulative – net loss of $6,476,349 and had a working capital deficit of $1,990,795 as of 30 November 2013 (31 August 2013 - $1,889,407), which raises substantial doubt about its ability to continue as a going concern.
	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 2014. 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.

1. Description of Business

Ironwood Gold Corp. (Anformerly ~~Exploration~~Suraj ~~Stage~~Ventures, ~~Company~~Inc.), ~~Notes~~was toincorporated ~~Condensed~~under ~~Financial~~the ~~Statements~~laws 30of ~~November~~the ~~2013~~State of Nevada on January 18, 2007. Ironwood Gold Corp was organized for the purpose of acquiring and developing mineral properties.

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.
	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.
	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.

The Company is developing and constructing a corporate retreat and wilderness resort/adventure learning facility. The Company is inspired by the natural environment of British Columbia, located in the midst of the pristine Cascade Mountains. The Company property now under development consists of 120 acres of mountainside overlooking the beautiful Thompson River Valley which is located in a carved river basin typified by unique clay cliffs, hoodoos and pristine desert areas.

(2). Basis of Presentation

~~Ironwood~~Reverse ~~Gold Corp (An Exploration Stage Company) Notes to Condensed Financial Statements 30 November 2013~~Merger

~~Reclamation~~On ~~costs~~March 21, 2014, Ironwood Gold Corp. (the ”Parent”) entered into a share exchange agreement with The Wilderness Way Adventure Resort Inc. (the “Subsidiary” or the “Company”). In accordance with the merger, the Parent issued 9,000,000 common shares (3,600,000,000 pre-split common shares) in consideration of 100% of the issued and outstanding common stock of the Company. The execution of the merger resulted in a change in control of the Parent, both in its shareholding and management. Wilderness Way Adventure Resort, Inc. did not begin operations until after May 31, 2013.

~~The~~For ~~Company’s~~accounting ~~policy~~and ~~for~~financial ~~recording reclamation~~reporting ~~costs~~purposes, isthe toCompany ~~record~~was aconsidered ~~liability~~the ~~for~~acquirer and the ~~estimated~~Parent ~~costs~~merger towas ~~reclaim mined~~treated ~~land~~as bya ~~recording~~reverse ~~charges~~merger. toAll ~~production~~financial ~~costs~~information ~~for~~presented ~~each~~in ~~tonne~~this ofForm ~~ore~~10-Q ~~mined over~~for ~~the~~periods ~~life~~prior ofto the ~~mine.~~merger ~~The~~reflects ~~amount~~only ~~charged~~that ~~is based on management’s estimation~~ of ~~reclamation~~the ~~costs~~Company, toand bedoes ~~incurred.~~not ~~The~~reflect ~~accrued~~the ~~liability~~pre-merger isParent ~~reduced as~~assets, ~~reclamation~~liabilities, ~~expenditures~~or ~~are~~operating ~~made~~results. ~~Certain~~In ~~reclamation~~addition, ~~work~~all isshare, ~~performed concurrently~~per ~~with~~share ~~mining~~ and ~~these~~related ~~expenditures~~Company ~~are~~information ~~charged~~has tobeen ~~operations~~retrospectively ~~at that~~adjusted ~~time.~~to Totake ~~date~~into account the ~~Company has not incurred any reclamation costs~~merger.

~~Long-lived~~Interim ~~assets~~Financial Statements

The ~~carrying~~financial ~~values~~statements of ~~long-lived assets, including~~ the ~~carrying~~Company ~~values~~have ofbeen ~~mineral~~prepared ~~property~~in ~~costs,~~accordance ~~are~~with ~~reviewed~~accounting ~~on a~~principles ~~regular~~generally ~~basis~~accepted ~~for~~in the ~~existence~~United States of ~~facts~~America or(“GAAP”). In ~~circumstance~~the ~~that~~opinion ~~may~~of ~~suggest impairment.~~management, ~~The~~all ~~Company~~adjustments ~~recognizes~~considered annecessary ~~impairment~~for ~~when~~a ~~the~~fair ~~sum~~presentation of the ~~expected undiscounted~~results ~~future~~of ~~cash~~operations ~~flows~~and isfinancial ~~less~~position ~~than~~have ~~the~~been ~~carrying~~included ~~amount~~and ofall ~~the~~such ~~asset. Impairment~~adjustments ~~losses, if any,~~ are ~~measured as the excess~~ of ~~the~~a ~~carrying~~normal ~~amount~~recurring ~~of the~~nature. The ~~asset~~Company’s ~~over~~fiscal ~~its~~year ~~estimated~~end ~~fair~~is ~~value~~August 31.

The interim financial statements for the three and nine months ended May 31, 2014 and May 31, 2013 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 Ironwood Gold Corp’s Form 8-K filed with the SEC on March 27, 2014 and in our Annual Report on Form 10-K for the year ended August 31, 2013 filed with the SEC on December 13, 2013.

Ironwood Gold Corp

Notes to Unaudited Condensed Consolidated Financial Statements

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 nine months ended May 31, 2014, of $4,181,217, cumulative – net loss of $5,479,145 and had a working capital deficit of $6,260,899 as of May 31, 2014 (August 31, 2013 - $1,300,066), which raises substantial doubt about its ability to continue as a going concern.

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 2014. 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.

3. Significant Accounting Policies

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

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Ironwood Gold Corp., and its wholly owned operating subsidiaries, The Wilderness Way Adventure Resort Inc. All material intercompany transactions have been eliminated upon consolidation of these entities.

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.

Ironwood Gold Corp

Notes to Unaudited Condensed Consolidated Financial Statements

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight line method. The Company reviews the recoverability of its property and equipment when events or changes in circumstances occur that indicate that the carrying value of the asset group may not be recoverable.

All property and equipment purchases were related to the construction of buildings that will be used for tourists or corporate retreats. As of May 31, 2014 and August 31, 2013, no assets were ready for their intended purpose. As such, no depreciation expense was recorded.

Long-Lived Assets

Property, equipment and definite lived intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell, and depreciation ceases.

Stock Based Compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period.

Embedded Derivatives

The Company has identified embedded derivatives related to certain of its notes payable. These embedded derivatives include certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the above described Convertible Note Payable and to fair value as of each subsequent reporting date.

Ironwood Gold Corp

Notes to Unaudited Condensed Consolidated Financial Statements

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.

The Company accounts for uncertain tax positions in accordance with ASC 740-10. ASC 740-10-25 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company does not believe it has any material unrecognized income tax positions.

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. ~~As of 30 November 2013, 34,278,788 such potentially dilutive shares were excluded from the calculation of diluted weighted-average shares outstanding.~~

For the nine months ended May 31, 2014 and 2013, potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows:

	May 31, 2014	May 31, 2013
Convertible notes	13,889		-
Options to purchase common stock	1,875		-
Warrants to purchase common stock	6,305,556		-
Totals	6,321,320		-

Ironwood Gold Corp

Notes to Unaudited Condensed Consolidated Financial Statements

Foreign currency translation

The financial statements of the Company’'s ~~functional~~foreign ~~and~~offices ~~reporting currency~~have isbeen intranslated into U.S. dollars. ~~Monetary~~in ~~assets~~accordance ~~and~~with ~~liabilities~~FASB ~~denominated~~ASC ~~in foreign~~830, ~~currencies~~“Foreign ~~are~~Currency Matters” (FASB ASC 830). All balance sheet accounts have been translated using the exchange rate ~~prevailing~~in effect at the balance sheet date. Income ~~Gains~~statement ~~and~~amounts ~~losses~~have ~~arising~~been ontranslated ~~translation~~using ~~or settlement~~an ofappropriately ~~foreign~~weighted ~~currency~~average ~~denominated~~exchange ~~transactions~~rate orfor ~~balances~~the ~~are included~~year. The intranslation ~~the~~gains ~~determination~~and oflosses ~~income.~~resulting ~~The~~from ~~Company~~the ~~has~~changes ~~not,~~in toexchange ~~the~~rates ~~date of~~have ~~these~~been ~~financial~~reported ~~statements~~in accumulated other comprehensive income, ~~entered~~except ~~into~~for ~~derivative~~gains ~~instruments~~and ~~to offset~~losses resulting from the ~~impact~~translation of ~~foreign~~intercompany ~~currency~~receivables ~~fluctuations~~and payables, which are included in earnings for the period.

~~(3)~~Fair Value Measurements

~~Ironwood~~ASC ~~Gold~~825-10 ~~Corp~~defines ~~(An~~fair ~~Exploration~~value ~~Stage~~as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company) ~~Notes~~considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to ~~Condensed~~maximize ~~Financial~~the ~~Statements~~use 30of ~~November~~observable ~~2013~~inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

	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.
3.	Related Party Transactions
	During the three months ended 30 November 2013, the Company accrued management fees to its CEO of $30,000. Included in accounts payable at 30 November 2013, is $216,516 due to the Company’s CEO for management fees, travel expenses and payments made on behalf of the Company (31 August 2013 - $166,523).
4.	Convertible Promissory Notes
	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. The Company determined the notes qualified for derivative liability treatment under ASC 815 (see Note 7). 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.
	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 $0.08. 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).

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (4less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

~~Ironwood~~Level ~~Gold~~3—Unobservable ~~Corp~~inputs ~~(An~~to ~~Exploration~~the ~~Stage~~valuation ~~Company)~~methodology ~~Notes~~that are significant to ~~Condensed~~the ~~Financial~~measurement ~~Statements~~of 30fair ~~November~~value ~~2013~~of assets or liabilities.

OnItems ~~February~~recorded 1,or ~~2013,~~measured ~~the~~at ~~Company restructured~~fair ~~this~~value ~~debt~~on bya ~~receiving~~recurring ~~$100,000~~basis in ~~cash,~~the ~~issuing~~accompanying ~~2,000,000 additional~~consolidated ~~warrants~~financial ~~with~~statements anconsisted ~~exercise price~~ of ~~$.08, and reducing~~ the ~~conversion price~~following onitems ~~the debt to $0.05. The Company accounted for this debt restructure~~ as an ~~extinguishment~~ of ~~debt,~~May ~~replaced by new debt~~31, ~~due~~2014 ~~to a substantial modification of terms. As a result, the Company recorded a gain on debt restructure of $16,237. Additionally, the Company recorded new discounts for the beneficial conversion feature~~ and ~~additional~~August ~~warrants of $274~~31,~~991~~ ~~and $131,780. 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).~~2013:

On 11 February 2013, the note holder elected to convert $50,000 of principal and $10,947 of accrued interest on the convertible note payable into stock subscriptions to receive 1,218,944 shares of the Company’s common stock. As a result of the conversion, the Company recognized $51,945 of derivative liability to additional paid-in capital, and recognized $17,696 of the unamortized debt discount to interest expense.

	Level 1		Level 2		Level 3		Total

Derivative liability	$	-	$	-	$	-	$	-
As of August 31, 2013	$	-	$	-	$	-	$	-
Warrant liability		-		-		4,602,640		4,602,640
Derivative liability	$	-	$	-	$	8,191	$	8,191
As of May 31, 2014	$	-	$	-	$	4,610,831	$	4,610,831

As of April 15, 2013, the Company was in default on this loan. Accordingly, the Company recognized the remaining discount on debt (related to the beneficial conversion feature) to interest expense, in the amount of $232,597, on that date. The discount related to the warrants will continue to be amortized over the contractual life of the warrants. As of 30 November 2013, the Company had recorded related amortization on debt discounts of $295,549 leaving an unamortized balance of debt discounts of $114,077, and an ending derivative liability balance of $68,427. Accrued interest expense on this note totaled $170,960 at 30 November 2013. Total interest expense recorded for this note totaled $27,923 for the three months ended 30 November 2013.11

~~During~~Ironwood ~~the~~Gold three months ended 30 November 2013, the Company received advances from this same creditor of $36,793. These advances were not part of the debt agreement, until subsequent to period end (26 December 2013), at which time an allonge was created to make these advances part of the loan agreement. Corp

OnNotes 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~~Unaudited ~~average~~Condensed ofConsolidated ~~the~~Financial 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. The Company determined the note qualified for derivative liability treatment under ASC 815 (See Note 5).Statements

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (5derivative liability) for the period August 31, 2013 through May 31, 2014.

Ironwood Gold Corp (An Exploration Stage Company) Notes to Condensed Financial Statements 30 November 2013

		Warrant		Derivative
		Liability		Liability

Balance, August 31, 2013	$	-		$	-
Fair value of acquired derivative at date of merger		5,943,429			11,566
Mark-to-market at May 31, 2014		(1,340,789	)		(3,375	)

Balance, May 31, 2014	$	4,602,640		$	8,191

OnLevel 193 ~~November~~Liabilities ~~2012,~~were ~~the~~comprised ~~Company borrowed $29,000 in the form~~ of aour ~~convertible~~bifurcated ~~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 atdebt ~~the~~features ~~holder’s option, during the period beginning 180 days following the date of the note and ending~~ on ~~the~~our ~~later~~convertible ofnotes ~~(i) the maturity date~~ and ~~(ii)~~reset ~~the~~provisions ~~date~~related ~~of payment of the default amount, at a variable conversion price equal~~ to ~~the~~warrants ~~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%~~issued. ~~The note is secured by all of the assets of the Company. The Company determined the note qualified for derivative liability treatment under ASC 815 (See Note 5).~~

On 7 March 2013, the Company borrowed $32,500 in the form of a convertible note payable, with a maturity date of 11 December 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 lowest trading price for the common stock during the 60 trading day period ending on the latest complete trading day prior to the conversion date and discounted by 55%. The note is secured by all of the assets of the Company. The Company determined the notes qualified for derivative liability treatment under ASC 815 (See Note 5).Reclassification

OnCertain ~~21 March~~reclassifications ~~2013~~have ~~and~~been 8made ~~May~~in ~~2013,~~prior ~~the~~year’s ~~note~~financial ~~holder~~statements ~~elected~~ to ~~convert~~conform ~~$7,900 and $8,300 of principal on the convertible note payable into stock subscriptions~~ to ~~receive~~ ~~441,341~~classifications ~~and~~used ~~1,509,091 shares of the Company’s common stock. As a result of the conversions, the Company recognized $20,929 of derivative liability to additional paid-~~in ~~capital, and recognized $4,452 of~~ the ~~unamortized~~current ~~debt discount to interest expense~~year.

OnUse ~~16 July 2013, the Company borrowed $7,000 in the form~~ of a convertible note payable, with a maturity date of 18 April 2014, 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 lowest trading price for the common stock during the 60 trading day period ending on the latest complete trading day prior to the conversion date and discounted by 55%. The note is secured by all of the assets of the Company. The Company determined the notes qualified for derivative liability treatment under ASC 815 (See Note 5).estimates

~~For~~The ~~the~~preparation 10of ~~September~~financial ~~2012,~~statements 19in ~~November 2012,~~conformity 7with ~~March~~GAAP ~~2013,~~requires ~~and~~management 16to ~~July~~make ~~2014~~estimates ~~notes,~~and ~~the~~assumptions ~~Company~~that ~~recorded~~affect ~~debt~~the ~~discount amortization~~amounts of ~~$18,677~~assets and ~~interest~~liabilities ~~expense~~and disclosures of ~~$5,451~~contingent ~~leaving~~assets ~~ending~~and ~~balances on~~liabilities 30at ~~November~~the ~~2013~~date of ~~face~~the ~~value~~financial ofstatements ~~debt~~and the reported amounts of ~~$108,300,~~revenues ~~debt~~and ~~discount~~expenditures ofduring $4the reporting period. Actual results could differ from these estimates. The Company has determined that significant estimates are used in accounting for warrant,~~806, and~~ derivative liabilities, ofdebt ~~$192~~discounts,~~415.~~ and other equity based issuances.

~~(6)~~Recent Accounting Pronouncements

~~Ironwood~~The ~~Gold~~Company ~~Corp~~has adopted Accounting Standards Update (AnASU) ~~Exploration~~No. 2014-10, Development Stage ~~Company~~Entities (Topic 915): ~~Notes~~Elimination toof ~~Condensed~~Certain Financial ~~Statements~~Reporting 30Requirements, ~~November~~Including ~~2013~~an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this ASU remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, including the removal of Topic 915, Development Stage Entities , from the FASB Accounting Standards Codification™.

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.
	Due to its requirement to re-measure the derivative liabilities associated with this note, for the three month period ending 30 November 2013, the Company recorded a gain on derivative liability of $5,278.
	The Company borrowed $56,000 on 10 September 2012, $29,000 on 19 November 2012, $32,500 on 7 March 2013, and $7,000 on 16 July 2013. These notes are convertible at the holder’s option based on the conditions and pricing formula detailed in Note 4.
	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 values of the conversion options of the debt at issuance were $450,107 and were recognized as derivative liabilities 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.

~~(7)~~Ironwood Gold Corp

~~Ironwood Gold Corp (An Exploration Stage Company)~~ Notes to Unaudited Condensed Consolidated Financial Statements ~~30 November 2013~~

	Due to its requirement to re-measure the derivative liabilities associated with these notes, for the three month period ending 30 November 2013, the Company recorded a net gain on derivative liability of $47,114.
6.	Capital Stock
	Authorized
	The total authorized capital is 250,000,000 common shares with a par value of $0.001 per common share.
	Issued and outstanding
	On 22 February 2012, the Company issued 500,000 common shares under an Amendment to the Falcon agreement. The transaction was valued at $60,000 being the trading price of the Company’s shares on 22 February 2012, $0.12 per share, multiplied by the number of shares issued 500,000.
	On 14 September 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 14 September 2012, $0.06 per share (post share split), multiplied by the number of shares to be issued, 2,250,000 shares.
	On 1 March 2013, 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 four million (4,000,000) shares of Company common stock and the director will receive four hundred thousand (400,000) shares of Company common stock. The transaction was valued at $294,800 being the trading price of the Company’s shares on 1 March 2013, $0.067 per share (post share split), multiplied by the number of shares to be issued, 4,400,000 shares.
	During the year ended 31 August 2013, the Company issued an additional 2,000,000 shares of common stock at $0.05 per share for services valued at $100,000, 5,000,000 shares of common stock at $0.067 per share for services valued at $335,000, and 4,000,000 shares of common stock at $0.035 per share for services valued at $140,000. The Company also issued 1,218,944 shares of common stock at $0.05 per share in conversion of $60,947 of principal and accrued interest of notes payable, 441,341 shares of common stock at $0.018 per share in conversion of $7,900 of notes payable, 1,509,091 shares of common stock at $0.017 per share in conversion of $8,300 of notes payable, and 300,000 shares of common stock at $0.067 per share in conversion of $16,373 of accounts payable and recognized a loss on debt extinguishment of $20,100.
	On January 22, 2013, the Company issued 4,000,000 shares of its common stock for deposits on mining property rights. These shares were valued at $200,000, based on the closing quoted value of the Company’s stock on that date.

A development stage entity is one that devotes substantially all of its efforts to establishing a new business and for which: (a) planned principal operations have not commenced; or ( b ) planned principal operations have commenced, but have produced no significant revenue. For example, many start-ups or even long-lived organizations that have not yet begun their principal operations or do not have significant revenue would be identified as development stage entities.

~~(8)~~For public business entities, the presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted.

~~Ironwood~~The ~~Gold~~Company ~~Corp~~has ~~(An~~chosen ~~Exploration~~to ~~Stage~~adopt ~~Company)~~the ~~Notes~~provisions toof ~~Condensed~~the ~~Financial~~ASU, ~~Statements~~hence 30all ~~November~~of ~~2013~~the past development stage disclosures and presentations have been eliminated.

~~Subscriptions~~There ~~received~~are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

~~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~~4.00 ~~per~~Other ~~unit~~Current (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.Assets

As of May 31, 2014 and August 31, 2013, other current assets comprise of the following:

	May 31, 2014		August 31, 2013
GST and HST recoverable taxes (*)	$	22,153	$	19,547
Other prepaid expenses		31,906
	$	54,059	$	19,547

In Canada, payments made to vendors include a goods and services tax (GST) and a harmonized sales tax (HST). The Company pays this tax as part of the goods or services acquired, and then files a tax return with the Canada Revenue Agency to recover this tax paid.

Ironwood Gold Corp

Notes to Unaudited Condensed Consolidated Financial Statements

5. Convertible Promissory Notes

On March 21, 2014, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell secured convertible promissory notes (the “Notes”) in the aggregate principal amount of $1,000,000 (the “Private Placement”). The Notes will be secured by a senior security interest in all of the assets of the Company and its subsidiaries. The Notes will be convertible into common stock of the Company at an adjusted exercise price of $0.15 per share, subject to adjustment in the event of stock splits, stock dividends, or in the event of certain subsequent issuances by the Company of common stock or securities convertible into common stock at a lower price. The Notes will mature two years from the date of issuance. The Notes bear interest at the rate of 8% per annum due and payable in cash on each March 31, June 30, September 30 and December 31 commencing on the second such date after the date of closing and upon maturity. If an event of default has not occurred, the Company may elect to make any interest payments in shares of its common stock at a discount of 10% to the VWAP (volume weighted average price) for the Company’s common stock for the ten final trading days directly preceding such quarterly interest payment date. In the event (i) the Company is prohibited from issuing shares issuable upon conversion of a note, (ii) upon the occurrence of any other event of default, that continues beyond any applicable cure period, (iii) a change in control occurs, or (iv) upon the liquidation, dissolution or winding up of the Company or any subsidiary, then at the noteholder’s option, the Company must pay to each noteholder, a sum of money determined by multiplying up to the outstanding principal amount of the note designated by each such noteholder by, at the noteholder’s election, the greater of (x) 115%, or (y) a fraction the numerator of which is the highest closing price of the Company’s common stock for the thirty days preceding the date demand is made by the noteholder and the denominator of which is the lowest applicable conversion price during such thirty (30) day period, plus accrued but unpaid interest and any other amounts due. Pursuant to the Private Placement, the Company also agreed to issue to the Investors warrants (collectively, the “Warrants”) to purchase common stock in an amount equal to the principal amount of each Note divided by $0.18. The Warrants will have a six-year term, may be exercised on a cashless basis (commencing twelve months after the closing date of the Private Placement only if the common stock underlying the Warrants is not included for public resale in an effective registration statement), and have an exercise price of $0.22, subject to adjustment in the event of stock splits, stock dividends, or in the event of certain subsequent issuances of the Company of common stock or securities convertible into common stock at a lower price. The Notes may not be converted, and the Warrants may not be exercised, to the extent such conversion or exercise would cause the holder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 9.99% of the Company’s then outstanding shares of common stock following such conversion or exercise. Pursuant to the Subscription Agreement, the Investors shall have demand and piggyback registration rights. The Company’s obligations under the Notes are guaranteed by the Company and secured by a second mortgage on the real estate owned by the Company in British Columbia, Canada. The closing of the Private Placement is subject to certain conditions including the closing of the Exchange Agreement and the filing of this Current Report on Form 8-K.

On May 21, 2014, the Company borrowed an additional $150,000 based on a post-split conversion price of $.18. The Company issued an additional 833,333 post-split warrants were issued at a post-split conversion price of $.22. The conversion price of this note would later change to $.15 but would not change the conversion price of the warrants.

During the period from the issuance of the Note to May 31, 2014 the terms of the Note were modified to accommodate additional advances totaling $150,000 to increase the aggregate face value of the Note to $1,150,000. As of May 31, 2014, the carrying value of the convertible notes was $111,849 which is net of a debt discount was $1,038,151.

Ironwood Gold Corp

Notes to Unaudited Condensed Consolidated Financial Statements

6. Notes Payable

On September 13, 2013, the Company entered into an mortgage agreement totaling CDN $850,000. Installment payments are $7,725 per month with interest accruing at 10% per annum. The note matures on September 15, 2014. As of May 31, 2014, the balance outstanding was 535,050.

On September 1, 2013, the Company entered into an secured mortgage agreement totaling CDN $200,000. Installment payments are $1.667 per month with interest accruing at 11.25% per annum. The note matures on September 1, 2014. As of May 31, 2014, the balance outstanding was $249,075.

7. 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 $1,000,000 on March 21, 2014. This note is convertible at the holder’s option at $0.84 per share, as valued on May 31, 2014. Additionally, the Company issued 5,555,556 warrants to purchase shares of the Company’s common stock at an exercise price of $0.84 per warrant, as valued on May 31, 2014, expiring 6 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 May 31, 2014, were $8,191 and $4,602,640, 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.

8. Capital Stock

Authorized

The Company previously had 250,000,000 shares of authorized Common Stock, $.001 par value. Pursuant to an agreement in which the Company acquired its operating subsidiary, it agreed to complete a 1-for-400 reverse stock split. On December 12, 2014, the Company effectuated a 1-for-400 reverse stock split of its authorized and outstanding shares, which reduced the authorized shares to 625,000 shares, $.001 par value and reduced the outstanding shares to 572,369 shares, $.001 par value. All share and per share data have been retroactively restated to reflect the reverse split.

Ironwood Gold Corp

Notes to Unaudited Condensed Consolidated Financial Statements

Issued and outstanding

On March 21, 2014, Ironwood Gold Corp. (the ”Parent”) entered into a share exchange agreement with The Wilderness Way Adventure Resort Inc. (the “Subsidiary” or the “Company”). In accordance with the merger, the Parent issued 9,000,000 common shares (3,600,000,000 pre-split common shares) in consideration of the 100% of the issued and outstanding common stock of the Company. At the closing date of the foregoing transaction, the Company 375,000 common shares (150,000,000 pre-split common shares) were issued to Andrew McKinnon. An additional 8,625,000 common shares (3,450,000,000 pre-split common shares) are required to be issued.

As a result of the completion of the Share Exchange Agreement and the Private Placement financing, the Company is also obligated to issue common stock for issuance upon conversion of promissory notes and services. As of May 31, 2014, the Company had committed to issue an additional 906,503 shares of common stock.

On March 21, 2014, the Company issued 30,000 common shares (12,000,000 pre-split common shares) for services rendered of $33,600. As of May 31, 2014, these shares were not issued.

Stock Options

The Company has a stock option plan whereby the Board of Directors and/or Committee appointed by the Board of Directors is authorized to grant options to a ~~rolling~~ ceiling of ~~10%~~2,000,000 common shares of the Company. On March 21, 2014, the Company issued ~~and~~the ~~outstanding~~CEO ~~common~~a ~~shares~~signing bonus of ~~the~~750,000 ~~Company~~(pre-stock split) five year options with an exercise price of $0.18 (pre-stock split) which shall vest [immediately].

~~Options~~Warrants 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.

OnAs 20at ~~April~~May ~~2010~~31, ~~the~~2014 ~~Company~~and ~~granted an~~August ~~aggregate of 312~~31,~~500~~ ~~incentive options to various directors and officers of the Company. The options vest evenly~~2013, at the ~~end~~following ofshare ~~each~~purchase ~~calendar quarter, over five years beginning on 30 June 30 2010. The weighted average exercise price of the~~ warrants/options iswere ~~$0.31~~outstanding ~~each~~ and ~~they are~~ exercisable ~~until 20 April 2020.~~:

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 30 November 2013, 100,000 options were outstanding of which 70,000 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 2013 was $Nil.

Expiry Date		Exercise Price	May 31, 2014	August 31, 2013
March 2016	$	100.00	3,250	3,250
August 2016	$	32.00	15,000	15,000
March 2019	$	0.18	1,875	-
April 2020	$	124.00	250	250
March 2020	$	0.22	5,555,556	-
Feb 2021	$	20.00	5,000	5,000
			5,580,931	23,500

On 25 September 2013, the Company issued an option to an individual to purchase 100,000 shares of the Company’s common stock at an exercise price of $.01. This option vests evenly over 20 quarters, subject to the holder’s continued service with the Company, and has a term of 10 years. The calculated fair value of the options of $1,190 will be amortized over the vesting period.16

~~Stock-based~~Ironwood ~~compensation~~Gold ~~expense~~ Corp

~~Options~~Notes ~~granted~~ to ~~directors~~Unaudited ~~and officers~~Condensed ofConsolidated ~~the~~Financial ~~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, 2020.~~Statements

~~The~~Share ~~Company~~purchase ~~uses historical data to estimate~~ warrant/option ~~exercises~~transactions and ~~employee termination in~~ the ~~option~~number ~~pricing model. The expected term~~ of ~~options~~share ~~granted~~purchase ~~is derived from the output of the option pricing model and represents the period of time that~~ warrants/options ~~granted are expected to be~~ outstanding. ~~The~~and ~~expected~~exercisable ~~volatilities~~ are ~~based~~summarized onas 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 and three months ended November 30, 2013follows:

Expected annual dividend rate	0.00%
		May 31, 2014				August 31, 2013
Weighted average exercise price	$6.00
				Weighted					Weighted
Risk-free interest rate	3.23%
		Number of		Average		Number of			Average
Average expected life (years)	10
		Warrants/		Exercise		Warrants/			Exercise
		Options		Price		Options			Price
Outstanding at beginning of period			23,500	$	52.00		16,350		$	68.00
Issued			1,875		72.00		23,250			40.00
Issued			5,555,556		0.22		-			-
Forfieted							(15,000	)	$	32.00
Expired			-		-		(1,100	)	$	560.00
Outstanding at end of period			5,580,931	$	0.41		23,500		$	52.00

(9). Related Party Transactions

~~Ironwood~~Andrew ~~Gold~~McKinnon ~~Corp~~was ~~(An~~appointed ~~Exploration~~as ~~Stage~~Chief Executive Officer of the Company on March 18, 2014 and received a signing bonus of 750,000 (pre-stock split) five ~~Notes~~year tooptions ~~Condensed~~with ~~Financial~~an ~~Statements~~exercise 30price ~~November~~of ~~2013~~$0.18 which vested immediately, as part of his compensation package.

Expected volatility of common stock	100.00%
Forfeiture rate	0.00%
Weighted average fair value of option grants	$5.45

As of May 31, 2014 and August 31, 2013, the amount of $36,780 and $771,842 is owed to the Chief Executive Officer of the Company which is non-interest bearing, unsecured, and due on demand, respectively

~~The Company recorded share-based compensation expense only for those options that are expected to vest~~10. ~~The estimated~~Subsequent ~~fair value of the stock options is amortized over the vesting period of the respective stock option grants.~~ Events

~~Warrants~~On October 24, 2014, the Board of Directors of Ironwood Gold Corp., the Registrant, approved the filing of a Certificate of Change with the Secretary of State of the State of Nevada. Pursuant to the Certificate of Change, the Board authorized a change in the authorized number of shares of common stock from 250 million shares of common stock, $.001 par value, to 625,000 shares of common stock, $.001 par value, and ~~Options~~a corresponding reduction in the issued and outstanding shares of common stock through a 1-for-400 reverse stock split. On December 12, 2014, each one new share of common stock of the Registrant will be issued for every 400 shares of common stock which were previously outstanding. All share and per share data have been retroactively restated to reflect the reverse split.

~~As at 30 November 2013 and 31 August 2013, the following share purchase warrants/options were outstanding and exercisable:~~ 17

Expiry Date	Exercise Price	30-Nov-13	31-Aug-13
20-Apr-20	$0.31	100,000	100,000
16-Aug- 16	$0.08	6,000,000	6,000,000
1-Feb-21	$0.05	2,000,000	2,000,000
7-Mar-16	$0.25	1,300,000	1,300,000
25-Sep-23	$0.01	100,000	-
		9,500,000	9,400,000

Ironwood Gold Corp

~~(10)~~Notes to Unaudited Condensed Consolidated Financial Statements

~~Ironwood~~On ~~Gold~~June ~~Corp~~19, ~~(An~~2014, ~~Exploration~~$300,000 ~~Stage~~is ~~Company)~~loaned ~~Notes~~by toAlpha ~~Condensed~~Capital, ~~Financial~~convertible ~~Statements~~on 30a ~~November~~post-split ~~2013~~basis at $.18 per share. At this point the warrant deal has changed but does not reflect previously issued warrants. This deal includes a total of 4.8 million warrants at $.01 per share post-split. Of the 4.8 million warrants, 1.8 million were issued at closing, an additional 1.5 million warrants will be issued on June 19, 2015 if more than $200,000 of principal is outstanding on that date and the remaining 1.5 million warrants will be issued on June 19, 2016 if more than $100,000 of principal remains outstanding on that date.

~~Share~~On ~~purchase~~August ~~warrant~~20, ~~transactions~~2014, $125,000 is borrowed from Alpha Capital at a conversion price of $.15 per share post-split. This triggers the original $1 million notes from March 21st, the $150,000 notes from May 21st and the ~~number~~$300,000 notes from June 19th to have the conversion price ratchet down to $.15 per share. An additional $75,000 is also loaned by Assameka Capital Inc. convertible at $.15 per share. On June 20, 2014, a total of 2,1 million warrants are potentially issuable to Alpha Capital and a potential 1,260,000 warrants are potentially issuable to Assameka. Of the 2,100,000 warrant to Alpha Capital, 800,000 warrants were issued immediately at an exercise price of $.001 per share. ~~purchase~~An additional 650,000 warrants will be issued to Alpha Capital if more than $83,000 of principal remains outstanding on August 20, 2015 and ~~exercisable~~the ~~are~~remaining ~~summarized as~~650,000 ~~follows:~~warrants will be issued on August 20, 2016 if more than $42,000 of principal remains outstanding on that date. As for Assameka, of the 1,260,000 warrants, 480,000 were issued at $.001 per share, an additional 390,000 will be issued to Assameka on August 20, 2015 if more than $49,800 of principal remains outstanding on that date. The remaining 390,000 warrants will be issued to Assameka on August 20, 2016 if more than $25,200 of principal remains outstanding on that date.

	30-Nov-13			31-Aug-13
			Weighted				Weighted
	Number of		Average	Number of			Average
	Warrants/Options		Exercise	Warrants/Options			Exercise
			Price				Price
Outstanding at beginning of period	9,400,000	$	0.13	6,540,000		$	0.17
Issued	100,000		.01	9,300,000		$	0.10
Exercised	-		-	-			-
Extinguished	-		-	(6,000,000	)	$	0.08
Expired	-		-	(440,000	)	$	1.40
Outstanding at end of period	9,500,000	$	0.10	9,400,000		$	0.13

On November 7, 2014, Assameka loaned $75,000 at a conversion price of $.15 per share, 1,260,000 warrants at $.001 per share are potentially issuable, 480,000 warrants were issued at closing, an additional 390,000 warrants will be issued on November 7, 2015 if more than $49,800 of principal remains outstanding on that date and an additional 390,000 warrants will be issued on November 7, 2016 if more than $25,200 remains outstanding on that date.

7On December 24, 2014, Assameka loaned $50,000 convertible at $.15 ~~Supplemental~~post-split. ~~Disclosures~~1,260,000 ~~with~~warrants ~~Respect~~at to$.001 ~~Cash~~per ~~Flows~~share are potentially issuable, 480,000 warrants were issued at closing, an additional 390,000 warrants will be issued on December 24, 2015 if more than $49,800 of principal remains outstanding on that date and an additional 390,000 warrants will be issued on December 24, 2016 if more than $25,200 remains outstanding on that date.

	For the period
	from the date of
	inception on 18	For the three	For the three
	January 2007 to	months ended	months ended
	30 November	30 November	30 November
	2013	2013	2012
	$	$	$
Cash paid during the period for interest	-	-	-
Cash paid during the period for income taxes	-	-	-

On January 27, 2015, Alpha Capital loaned $75,000 at a conversion price of $.15 per share. 1,260,000 warrants at 001 per share are potentially issuable, 480,000 warrants were issued at closing, an additional 390,000 warrants will be issued on January 30, 2016 if more than $49,800 of principal remains outstanding on that date and an additional 390,000 warrants will be issued on January 30, 2017 if more than $25,200 remains outstanding on that date.

	Supplemental disclosures of noncash investing and financing activities:
	Since the Company’s inception, related parties have contributed $68,300 to capital in the form of management fees, rent, and telephone expenses.
	The Company converted principal and accrued interest on convertible notes payable through the issuance of 1,218,944 shares of common stock at a value of $112,892, 441,341 shares of common stock at a value of $11,598, and 1,509,091 shares of common stock at a value of $25,531. The Company also converted accounts payable through the issuance of 300,000 shares of common stock at a value of $10,500.
8.	Commitments and Contingencies
	The Company has outstanding and future commitments under mineral property agreements.

On March 17, 2015, Alpha capital loaned $150,000 at a post-split conversion price of $.15 per share. 2,250,000 warrants at $.001 per share are potentially issuable, 960,000 warrants were issued at closing, an additional 780,000 warrants will be issued on March 17, 2016 if more than $66,400 of principal remains outstanding on that date and an additional 780,000 warrants will be issued on March 17, 2017 if more than $33,600 remains outstanding on that date.

9.On ~~Subsequent~~April ~~Events~~28, On2015, ~~December~~Alpha 16capital loaned $100,000 ~~2013~~at ~~and~~a ~~January~~post-split 8,conversion ~~2014~~price ~~the~~of ~~Company~~$.15 ~~issued~~per 1share. 3,~~584~~000,~~848~~000 ~~and~~warrants at $.001 per share are potentially issuable, 1,~~585~~200,000 ~~common~~warrants ~~shares~~were issued at closing, ~~respectively~~an additional 900,000 ~~upon~~warrants ~~the~~will ~~conversion~~be ofissued $5on April 28,~~230~~ ~~and~~2016 if more than $344,~~170~~270 of ~~convertible~~principal ~~notes~~remains outstanding on that date and an additional 900,000 ~~respectively~~warrants will be issued on April 28, 2017 if more than $22,400 remains outstanding on that date.

~~(11)~~ 18

~~Item~~ITEM 2. ~~Management~~ MANAGEMENT’sS ~~Discussion~~DISCUSSION ~~and~~AND ~~Analysis~~ANALYSIS ofOF ~~Financial~~FINANCIAL ~~Condition~~CONDITION ~~and~~AND ~~Results~~RESULTS ofOF ~~Operations.~~OPERATIONS

~~The~~This ~~following~~Management's ~~discussion~~Discussion ~~should~~and beAnalysis ~~read~~of inFinancial ~~conjunction~~Condition ~~with our financial statements~~ and ~~notes~~Results ~~thereto~~of ~~included~~Operations ~~elsewhere~~includes ina ~~this~~number ~~quarterly report.~~of ~~Forward~~forward-looking statements ~~are~~that ~~statements~~reflect ~~not~~Management's ~~based~~current onviews ~~historical information~~with ~~and~~respect ~~which relate~~ to future ~~operations,~~events ~~strategies,~~and financial ~~results,~~ ~~or other developments~~performance. ~~Forward-looking~~You ~~statements~~can ~~are~~identify ~~based~~these ~~upon estimates,~~statements ~~forecasts,~~by ~~and~~forward-looking ~~assumptions~~words ~~that~~such ~~are~~as ~~inherently~~“may,” ~~subject~~“will,” to“expect,” ~~significant business~~“anticipate,” ~~economic~~“believe,” ~~and~~“estimate” ~~competitive uncertainties~~ and ~~contingencies~~“continue,” ~~many~~or ~~of which~~similar ~~are~~words. ~~beyond~~Those ~~our~~statements ~~control~~include ~~and~~statements ~~many~~regarding ofthe ~~which~~intent, ~~with~~belief ~~respect~~or tocurrent ~~future~~expectations ~~business decisions,~~of ~~are~~us ~~subject~~and tomembers ~~change.~~of ~~These~~our ~~uncertainties~~management ~~and~~team ~~contingencies~~as ~~can affect~~well ~~actual~~as ~~results~~the ~~and~~assumptions ~~could~~on ~~cause~~which ~~actual~~such ~~results~~statements toare ~~differ~~based. ~~materially~~Prospective ~~from those~~investors ~~expressed~~are incautioned that any such forward-looking statements ~~made~~are bynot usguarantees of future performance and involve risk and uncertainties, orand onthat ~~our~~actual ~~behalf. We~~results ~~disclaim~~may ~~any~~differ ~~obligation~~materially tofrom ~~update~~those contemplated by such forward-looking statements.

~~Overview~~Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for materials, and competition.

~~Ironwood~~Business 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. 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 increased to 25,000,000 shares of common stock, with the same par value of $0.001. On April 9, 2013, the Company filed a certificate of amendment to its Articles of Incorporation to increase the total number of authorized shares of common stock to 250,000,000. Overview

WeThe ~~are~~Company is developing a ~~mineral~~master ~~exploration~~planned ~~stage~~recreational ~~company~~resort ~~building~~designed to balance the quiet life with the wildlife. The location is a ~~portfolio of~~four ~~exploration~~hour ~~properties~~drive ~~containing~~from ~~known~~Vancouver ~~deposits~~in the southern interior of ~~gold.~~beautiful WeBritish ~~have~~Columbia ~~targeted several~~(“BC”), ~~prospective~~located ~~locations~~West of Kamloops in ~~Nevada~~Gold Country, ~~where~~overlooking ~~approximately~~the ~~80%~~beautiful Thompson River, and just outside of ~~all~~Ashcroft. ~~gold~~Ashcroft ~~in America~~and area is ~~produced~~one ~~today~~of the sunniest spots in Canada. WeThe ~~intend~~rental tocabins, ~~explore~~and affordable ownership options are situated for ~~undiscovered~~outdoor ~~deposits~~living, ~~on these~~guests ~~properties~~will ~~and~~enjoy tothe ~~acquire~~ideal ~~and~~blend ~~explore~~of ~~new~~casual ~~properties~~architecture, ~~all~~an ~~with~~abundance ~~the~~of ~~view~~natural ~~to enhancing~~woods, and cozy interiors offering all the ~~value~~conveniences of ~~such properties~~home. Perfect for entertaining friends or family, and business associates.

OnThe ~~January~~Company ~~25,~~is ~~2011,~~developing weand ~~entered~~constructing ~~into~~ a ~~lease~~corporate ~~agreement~~retreat ~~with~~and ~~The Falcon~~wilderness ~~Group~~resort ~~Claims~~/ ~~(“Falcon”)~~adventure ~~for~~learning ~~the~~facility. ~~development~~The ofCompany ais ~~gold-silver~~inspired ~~mining project~~by ~~known as~~ the ~~Falcon~~natural ~~Mine~~environment ~~Property~~of ~~(the~~BC, ~~“Falcon Property”)~~ located in the ~~northern~~ ~~end~~midst of the ~~Carlin~~pristine ~~Trend~~Cascade ~~gold~~Mountains. ~~belt~~Our in“Pure ~~Nevada~~Adrenalin ~~(the~~Adventure ~~“Lease~~Vacations”). ~~The~~offer ~~Lease includes~~ an ~~earn-in~~unmatched ~~joint~~mountain ~~venture~~adventure ~~agreement~~complete ~~option,~~with toall ~~be negotiated by~~ the ~~parties,~~ ~~for~~amenities ~~further development~~ of ~~the~~a ~~Falcon~~Five ~~Property.~~Star ~~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~~resort. The Company isproperty ~~currently~~now inunder ~~default~~development onconsists ~~this~~of ~~agreement.~~120 ~~The~~acres ~~Falcon Property consists~~ of ~~six~~mountainside ~~patented~~overlooking ~~claims~~the ~~and~~beautiful ~~between~~Thompson ~~60-100~~River ~~newly~~Valley ~~staked claims that join the patented claims on~~ which ~~the mine~~ is ~~situated.~~located Inin ~~accordance~~a ~~with~~carved ~~the~~river ~~Lease,~~basin ~~we are~~typified ~~obligated~~by tounique ~~make~~clay ~~certain expenditures on the Falcon Property~~cliffs, ~~including drilling~~hoodoos ~~a minimum of four (4) drill holes for the purpose of obtaining soil samples~~ and ~~conducting~~pristine ~~field~~desert ~~survey work on the Falcon Property~~areas. InThe ~~September 2011,~~Company weis ~~announced~~being ~~that~~developed ~~Snowden~~in ~~Mining~~II ~~Industry~~phases 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~~first-class ~~up exploration~~rustic ~~drilling~~Adventure ~~program.~~Tourism/Adventure AsLearning ~~such,~~resort weand ~~have~~will ~~announced~~be ~~plans~~offering to ~~proceed~~its ~~with an 18-hole, 6000 meter drilling program after receiving Snowden’s favorable assessment.~~clients:

~~The~~· ~~Lease~~Accommodations ~~called~~consisting of 10 luxurious rental guest cabins as well as 10 luxurious square timbered vacation homes that will range in size from; approximately 800 ft.² to 1400 ft.². (3-5 will be constructed on the waterfront at Leslie Lake) and will be available for ~~cash~~rental ~~payments~~purposes. · A series of ~~$225,000~~training byprograms ~~September~~using ~~1, 2012,~~a ~~issuance~~proven ofsuccess ~~75,000~~system ~~shares~~for ofpersonal ~~common~~growth ~~stock~~and byself ~~January~~improvement ~~28,~~based ~~2011,~~on ~~issuance~~the Science of ~~another~~ ~~75,000~~Outdoor/Adventure ~~shares~~Experiential ofLearning ~~common~~(which ~~stock~~is byprimarily ~~November~~marketed ~~30,~~to ~~2011,~~corporations and atheir ~~minimum~~executives). of· ~~8 drill~~Outdoor ~~holes~~adventure byactivities ~~November~~including, 30zip lining and rope walks, ~~2012~~horseback riding, ~~with~~hiking, 4ATV ~~holes~~off ~~completed~~road byand ~~November~~mountain 30bike challenges, ~~2011. As~~fishing ofon ~~February~~a 29private, ~~2012~~stocked lake (11 Mile Lake), weSteelhead ~~had~~fishing ~~paid~~in ~~$75~~the Thompson River as well as white water rafting on the Thompson and Fraser Rivers. · Gourmet dining,~~000,~~ gift shop and ~~had~~meeting/conference ~~issued~~room. · All cabins and vacation homes will be located to maximize the ~~initial~~views 75of the surrounding area including the lovely mountain,~~000 shares~~ Thompson River valley and lake views. Phase I will consist of ~~our~~cabin ~~common~~accommodation ~~stock~~for 20 to ~~Falcon~~30 persons with all amenities one would expect from a 5 star resort. Phase II is comprised of 10 luxurious square timbered vacation homes ranging in size from, approximately, 800 ft.² to 1400 ft.²

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. Subsequently, Falcon has agreed to further extend the due dates for an undetermined period. 19

OnPhase ~~February~~I 5,is ~~2013,~~comprised ~~we entered into a non-binding Letter~~ of ~~Intent~~ ~~(the~~10 ~~“LOI”)~~luxurious ~~with~~rental ~~Canadian~~guest ~~Mining~~cabins, ~~Company~~a ~~Inc.~~magnificent ~~(“CMC”).~~main ~~The~~lodge/ ~~LOI~~dining ~~provides us~~area ~~with the right to acquire 100% of CMC’s Raquel 3 and 3B mining concessions~~ (~~the~~which ~~“Option”)~~doubles inas ~~the~~a ~~Alamos~~serene ~~Mining~~meeting ~~district of Sonora, Mexico (the “San Bernardo Project”~~center). ~~The~~and ~~Option~~truly ~~was~~exciting ~~granted by CMC through its wholly~~zip-~~owned Mexican~~line ~~subsidiary~~and ~~Canmin~~rope ~~Mexico~~walks ~~S.A.~~as dewell ~~C.V.~~as ~~The~~support ~~aggregate~~buildings ~~consideration to be paid for the Option is $1,650,000, payable as follows~~including: ~~(i)~~an ~~CDN~~intimate ~~$50~~spa,~~000~~ ~~due diligence~~equine ~~cash deposit~~facilities, ~~which~~gift ~~we have paid~~shop, ~~and~~managers 2residence,~~000,000~~ ~~shares~~water ofstorage ~~our~~and ~~common stock~~purification ~~upon~~facility, ~~entry~~maintenance ~~into~~and ~~definitive~~storage ~~transaction~~facilities, ~~documents;~~enclosed ~~(ii)~~underground ~~exploration expenditures~~bunkers offor ~~$700~~Generators,~~000~~ ~~within~~batteries ~~two~~and ~~years~~solar ofinverters. ~~the~~Phase ~~date~~I ofwill ~~the~~also ~~LOI,~~be ~~including contractors~~offering ~~fees,~~a ~~consultants~~series ~~fees,~~of ~~legal~~training ~~fees,~~programs ~~property~~using ~~taxes~~a ~~and~~proven ~~assessment filings,~~success tosystem ~~earn~~for apersonal ~~50%~~growth ~~interest~~and inself-improvement ~~CMC’s~~based ~~San~~on ~~Bernardo Project (~~the ~~“First~~Science ~~Option Period”); (iii) additional exploration expenditures~~ of ~~$500,000~~Outdoor/Adventure ~~within~~Experiential ~~two~~Learning ~~years of~~(which ~~the~~is ~~First~~primarily ~~Option~~marketed ~~Period~~ to ~~earn~~Corporations anand ~~additional~~their ~~25% interest in CMC’s San Bernardo Project (the “Second Option Period”~~executives);. ~~and~~This ~~(iv)~~unique aprocess ~~$400,000~~experienced ~~cash payment or equivalent~~ in ~~shares of our common stock to earn~~ the ~~remaining~~Outdoor ~~25%~~environment ~~interest in~~separates ~~CMC’s~~us ~~San~~from ~~Bernardo~~and ~~Project~~defines ~~within~~us ~~two~~when ~~years~~compared ~~of the Second Option Period, subject~~ to aour 2%competitors ~~net~~whom ~~smelter~~offer ~~return~~traditional ~~(NSR)~~Adventure inholidays ~~favor~~with ofno ~~CMC.~~measurable ~~Any~~life ~~of the foregoing Option Periods can be extended for an additional one year period through our payment of $50,000 to CMC for each extension~~impact.

13Phase II is comprised of 10 luxurious square timbered vacation homes that will be available for various rental terms. The homes will range in size from; approximately 800 ft.² to 1000 ft.². All of these homes will be constructed on a private, trout stocked lake ( Lake).

~~The~~All ~~proposed~~necessary ~~transaction~~licensing ~~underlying the LOI is conditioned upon, among other factors, our completion, in our sole discretion, of due diligence~~ and ~~receipt~~zoning ofapprovals ~~results~~have ofbeen ~~investigations~~completed onfor ~~the~~phase ~~Raquel~~I 3 and ~~3B mining concessions and the San Bernardo Project, due diligence on CMC, the execution of~~ a ~~definitive~~rezoning ~~joint~~RL1 ~~venture~~Resort ~~agreement~~to ~~and~~C4 ~~definitive~~Resort ~~transaction~~which ~~documents containing~~allows ~~representations~~for ~~and~~up ~~warranties~~to by30 ~~CMC~~units ~~regarding~~per ~~the~~hectare ~~San~~has ~~Bernardo Project,~~been ~~and~~applied ~~our~~for ~~securing financing~~ to ~~fund~~accommodate ~~acquisition~~additional ofunits ~~100%~~in ofphase ~~the Option~~II. In ~~accordance~~The ~~with~~expectation ~~the~~is ~~LOI,~~that the ~~parties~~entire ~~have~~50 ~~agreed~~Hectares towill abe ~~binding~~rezoned ~~exclusivity period from the date of the LOI through a period of three months following the date we provide CMC with written notice that we have completed our due diligence~~ within ~~which CMC will not enter into any negotiations or enter into any agreement with any other party regarding~~ the ~~San~~next ~~Bernardo~~12 ~~Project~~months.

~~On February 5, 2013, we entered into a non-binding Letter of Intent (the “LOI”) with Canadian Mining Company Inc. (“CMC”).~~ The ~~LOI~~company ~~provides us~~in ~~with~~Phase ~~the~~I ~~right~~generates toimmediate ~~acquire~~cash ~~100%~~flow ofand ~~CMC’s~~will ~~101~~be ~~unpatented~~complete ~~mining~~in ~~claims~~mid ~~and~~spring ~~one state~~2015 ~~exploration~~whereas ~~permit (the “Option”)~~ in ~~the~~Phase ~~state~~II ~~of Arizona, USA (~~the ~~“Bullard~~ ~~Pass~~Vacation ~~Project”).~~Homes ~~The~~project ~~Option~~will ~~was~~be ~~granted~~launched byin ~~CMC~~early ~~through~~fall ~~its wholly-owned US subsidiary Canadian Mining Company of Arizona~~2015. ~~The~~It ~~aggregate consideration to be paid for the Option~~ is ~~$1,650,000,~~anticipated ~~payable~~that ~~as follows: (i) 2,000,000 shares of our common stock upon entry into definitive transaction documents; (ii) exploration expenditures of $750,000 within two years of~~ the ~~date~~initial often ~~the~~units ~~LOI, including contractors fees, consultants fees, legal fees, property taxes and assessment filings, to earn a 50% interest~~ in ~~CMC’s~~Phase ~~Bullard~~II ~~Pass~~will ~~Project~~be ~~(the “First~~completed ~~Option~~by ~~Period”);~~early ~~(iii)~~2016. ~~additional~~As ~~exploration~~stated ~~expenditures~~below ~~of $150,000 and 400,000 shares of common stock within two years of~~ the ~~First~~construction ~~Option~~financing ~~Period to~~for ~~earn~~will anbe ~~additional~~arranged ~~10%~~through ~~interest~~a innon-brokered ~~CMC’s~~equity ~~Bullard~~private ~~Pass~~placement. ~~Project~~Although (the ~~“Second Option~~final ~~Period”);~~projections ~~and~~on ~~(iv)~~this aPhase ~~$750,000~~are ~~cash~~not ~~payment~~yet orcomplete ~~equivalent in shares of~~ our ~~common~~ ~~stock~~early toindications ~~earn~~are ~~the~~that ~~remaining 40% interest in CMC’s Bullard Pass Project within two years of~~ the ~~Second~~company ~~Option~~will ~~Period,~~increase ~~subject~~net torevenues aby 2100% ~~net~~upon ~~smelter~~completion ~~return (NSR) in favor~~ of ~~CMC. Any of~~ the ~~foregoing Option Periods can be extended for an additional one year period through our payment of $50,000 to CMC for each extension~~development.

~~The~~Extensive ~~proposed~~Engineering ~~transaction~~Studies ~~underlying~~have ~~the~~been ~~LOI~~completed isresulting ~~conditioned upon, among other factors, our completion,~~ in ~~our~~an ~~sole~~engineered/architectural ~~discretion,~~design of ~~due diligence~~the ~~and~~infrastructure, ~~receipt of results of investigations on~~ the ~~101~~rental ~~unpatented~~cabins ~~mining claims~~ and ~~one~~a ~~state~~conference ~~exploration~~center. ~~permit~~Construction ~~and~~is ~~the~~well ~~Bullard~~underway ~~Pass Project, due diligence~~ on ~~CMC,~~ the ~~execution~~rental ofaccommodations aand ~~definitive~~conference ~~joint~~center. ~~venture~~The ~~agreement~~Project ~~and definitive~~including ~~transaction~~roads, ~~documents~~water, ~~containing~~power ~~representations~~ and ~~warranties~~septic ~~by CMC~~is ~~regarding~~90% ~~the~~complete. ~~Bullard~~The ~~Pass~~final ~~Project,~~engineering and ~~our~~design ~~securing~~for ~~financing to fund acquisition of 100% of~~ the ~~Option.~~Zip InLine ~~accordance~~(over ~~with~~1 ~~the~~Mile) ~~LOI,~~and ~~the parties have agreed to~~ a ~~binding~~3 ~~exclusivity~~level ~~period~~Challenge ~~from~~Ropes ~~the~~Course ~~date~~are ofcomplete ~~the~~and ~~LOI~~as ~~through~~ a ~~period of~~result ~~three months following~~ the ~~date~~entire weproject ~~provide CMC with written notice that we have completed our due diligence within which CMC~~ will ~~not~~be ~~enter~~ready ~~into~~for ~~any negotiations~~a orsoft ~~enter~~opening ~~into~~May ~~any~~15th ~~agreement with any other party regarding the Bullard Pass Project~~2014.

OnGuest ~~September~~packages ~~25,~~are ~~2013,~~all ~~Ironwood Gold Corp~~inclusive., aOur ~~Nevada corporation (the~~ “~~Company”),~~Pure ~~entered~~Adrenalin ~~into~~Adventure ~~a Non- Qualified Stock Option Agreement (the “Agreement~~Vacations”) ~~with~~offer ~~Solomon Mayer, in connection with his service as a director of the Company. Pursuant to the Agreement, Mr. Mayer was granted~~ an ~~option~~unmatched tomountain ~~purchase~~adventure ~~one~~complete ~~hundred thousand (100,000) shares of Company common stock for a purchase price of $0.01 per option share. Subject to Mr. Mayer’s continued service~~ with ~~the~~all ~~Company,~~ the ~~option~~amenities will vest and become exercisable in twenty (20) equal quarterly installments beginning on October 1, 2013 and ending on July 1, 2018, when the option will be 100% vested and exercisable. The material terms and conditions of ~~Mr. Mayer’s appointment as~~ a ~~director~~Four ~~are~~Star ~~more fully reported and detailed under Item 5~~resort.~~02 and incorporated herein by reference.~~

OnResults September 25, 2013, the Company delivered a letter (the “Termination Letter”) to Canadian Mining Company Inc. (“CMC”) pursuant to which the Company elected to terminate (i) its First Option under items 3.7, 3.8(a) and 3.8(b) of the Option and Joint Venture Agreement between the Company, CMC and Canmin Mexico S.A. de C.V., dated January 21, 2013 (the “San Bernardo Project Agreement”); and (ii) its First Option under items 3.6, 3.7(a) and 3.7(b) of the Option and Joint Venture Agreement between the Company, CMC and Canadian Mining of Arizona (the “Bullard Pass Agreement”). There are no material relationships between the Company or its affiliates and any of the other parties to the San Bernardo Project Agreement or the Bullard Pass Agreement, and no early termination penalties were incurred by the Company in connection with the Termination Letter. Operations

~~Critical~~We ~~Accounting~~anticipate ~~Policies~~that our results of operations will fluctuate for the foreseeable future due to several factors, such as the progress of our research and development efforts and the timing and outcome of regulatory submissions. Due to these uncertainties, accurate predictions of future operations are difficult or impossible to make.

~~The~~Three ~~preparation~~Months ofEnded ~~financial~~May ~~statements~~31, in2014 ~~conformity~~Compared ~~with United States generally accepted accounting principles (“GAAP”) requires management of our company~~ to ~~make~~Three ~~estimates~~Months ~~and~~Ended ~~assumptions~~May ~~that affect the reported amounts of assets and liabilities~~31, ~~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.~~ 2013

~~The~~Revenues ~~discussion~~ and ~~analysis~~Cost of ~~our~~Goods ~~financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP~~Sold. We ~~believe~~had ~~certain~~no ~~critical~~revenues ~~accounting policies~~or ~~affect~~cost ~~our more significant judgments and estimates used in the preparation~~ of ~~our~~goods ~~financial~~sold ~~statements.~~during ~~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~~May 3031, ~~2013, there~~2014 ~~have~~and ~~been no material changes or updates to our critical accounting policies~~2013.

~~Results~~General and Administrative Expenses. General and administrative expenses for the three months ended May 31, 2014 were $308,205 comprised primarily of ~~Operations~~salaries and wages, administrative and operating costs as compared to nil for the same period last year.

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, 2013, filed on December 13, 2013. 20

14Interest expense, net. Interest expense was $4,949,691 for the three months ended May 31, 2014. During the three months ended May 31, 2014, we incurred a non-cash interest charge relating to the issuance of convertible debt of $4,804,995, the remaining was cash paid interest as compared to nil for the same period last year.

~~Comparison~~Gain on change in derivative liabilities. We issued a convertible note and warrants contained certain anti-dilutive provisions.As such, we are required to record the fair value of ~~three~~these ~~month~~anti-dilutive ~~periods~~provisions at the time issuance as a liability and mark to market to each reporting period.For the three months ended ~~November~~May 3031, ~~2013 and~~2014, ~~November~~we 30recorded a gain on change in the fair value of these derivative liabilities of $1,344,164 ~~2012~~as compared to $Nil in 2013.

~~During~~Nine ~~the~~Months ~~three~~Ended ~~month~~May ~~periods ended November 30~~31, ~~2013~~2014 ~~and November~~Compared ~~30,~~to ~~2012,~~Nine weMonths ~~earned~~Ended noMay ~~revenues.~~31, 2013

~~For~~Revenues ~~the~~and ~~three~~Cost ~~month~~of ~~periods~~Goods ~~ended~~Sold. ~~November~~We ~~30,~~had ~~2013~~no ~~and November~~revenues ~~30,~~or ~~2012,~~cost ~~we incurred a net loss~~ of ~~$130,194~~goods ~~and~~sold ~~$521,416, respectively.~~during ~~This decrease for~~ the ~~three~~nine ~~month~~months ~~period~~ ended ~~November~~May 3031, ~~2013 is~~2014 ~~primarily attributed to a decrease in interest expense~~ and ~~stock based compensation and an increase in gains on derivative liabilities~~2013.

~~Period~~General ~~from~~and ~~inception~~Administrative Expenses. General and administrative expenses for the nine months ended May 31, ~~January~~2014 18were $530,824 ~~2007~~comprised toprimarily ~~November~~of 30salaries and wages, ~~2013~~ administrative and operating costs as compared to nil for the same period last year.

~~Since~~Interest ~~inception~~expense, wenet. ~~have~~Interest anexpense ~~accumulated~~was ~~deficit~~$4,994,557 ~~during~~for the ~~exploration~~ ~~stage~~nine ofmonths $6ended May 31,~~476,349~~ 2014. During Wethe ~~expect~~nine tomonths ~~continue~~ended toMay ~~incur~~31, ~~losses~~2014, aswe incurred a ~~result~~ non-cash interest charge relating to the issuance of ~~expenditures~~convertible ~~for~~debt ~~general~~of ~~and~~$4,804,995, ~~administrative~~the ~~activities~~remaining ~~while~~was wecash ~~remain in~~paid interest as compared to nil for the ~~exploration~~same ~~stage.~~period last year.

~~Liquidity~~Gain on change in derivative liabilities. We issued a convertible note and ~~Capital~~warrants ~~Resources~~contained certain anti-dilutive provisions.As such, we are required to record the fair value of these anti-dilutive provisions at the time issuance as a liability and mark to market to each reporting period.For the nine months ended May 31, 2014, we recorded a gain on change in the fair value of these derivative liabilities of $1,344,164 as compared to $Nil in 2013.

AsLiquidity ~~of November 30, 2013, we had $0 in cash~~ and ~~cash~~Capital ~~equivalents and a working capital deficiency of $1,990,795, including $1,008,536 in accounts payable and accrued expenses.~~ Resources

~~For~~As ~~the~~of ~~three~~May ~~months~~31, ~~ended~~2014, ~~November~~we 30had a working capital deficit of $6,260,899, ~~2013~~comprised of cash of $44,904 weand ~~used~~other ~~net~~current ~~cash~~ assets of $3654,~~793~~059, inwhich ~~operations~~was offset by $928,036 of accounts payable and ~~used~~accrued ~~net~~expenses, ~~cash~~due to related parties of $036,870, innotes ~~investing~~payable ~~activities~~of $784,125 and an aggregate of $4,610,831 of warrant and derivative liabilities. For the ~~three~~nine months ended ~~November~~May 3031, ~~2013~~2014, we ~~had~~used $36609,~~793~~047 of cash in ~~net~~operating activities and $855,098 of cash ~~flow~~ in investing activities. Cash provided by financing activities, ~~representing~~totaled $361,~~793~~553,421, ~~from~~comprised ~~the~~of proceeds from issuance of convertible ~~promissory~~notes of $1,150,000, net proceeds from notes payable of $380,672, advances from related parties of $39,552, net of cash overdraft of $16,803. At May 31, 2014, we had cash of $44,904 compared to $-0- at August 31, 2013. Our cash is held in bank deposit accounts.

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 2014. 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 (“Alpha”) in August 2011 (as further described below), and convertible notes to Asher Enterprises, Inc. in the amount $56,000, $29,000, $32,500 and $7,000 in September and November, 2012, and March and July 2013, respectively. 21

OnCash ~~August~~used ~~16, 2011, we entered into a Subscription Agreement with Alpha~~ in ~~connection~~operations ~~with~~for the ~~private~~nine ~~offering~~months ~~and~~ended ~~issuance~~May ~~of (i) a $550~~31,~~000~~ ~~secured~~2014 ~~convertible~~and ~~promissory~~2013 ~~note~~was ~~(the “Note”), such Note convertible, at the option of Alpha, into shares of our common stock, par value~~ $~~0.001~~609,047 atand ~~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”)~~respectively, ~~such Warrant~~which ~~expiring~~represent ~~five~~cash ~~(5)~~outlays ~~years~~for ~~from~~research ~~the date of issuance,~~ and ~~(iii)~~development ~~220,000 shares of common stock (post stock split). The Note is senior to any~~ and ~~all~~general ~~of our indebtedness~~ and isadministrative ~~secured~~expenses ~~substantially by all of our assets~~ in ~~accordance with~~such ~~the terms and conditions of the Security Agreement with Alpha dated August 16, 2011~~periods. ~~The~~Increase ~~Note~~in ~~carries~~cash anoutlays ~~interest~~principally ~~rate~~resulted offrom ~~10%~~increased ~~per~~research ~~annum~~and ~~(increases~~development toand ~~16% in~~general ~~the event of default), is payable quarterly,~~ and ~~matures~~administrative ~~fifteen~~expenses ~~(15)~~due ~~months from~~to the ~~date~~continued development of ~~issuance.~~our operations.

OnWe ~~April~~used 20$855,098 ~~2012,~~cash wefor ~~entered~~investing ~~into~~activities anfor ~~Amendment Agreement (~~the ~~“Amendment”)~~ ~~with~~nine ~~Alpha~~months toended ~~the~~May ~~Note~~31, ~~previously disclosed in our Current Report on Form 8-K filed on August 18~~2014, ~~2011.~~compared ~~In connection therewith, effective April 20, 2012 we also agreed~~ to an$-0- ~~Allonge~~for to the ~~Note~~nine ~~(the~~months ~~“Allonge”)~~ended ~~pursuant~~May ~~to which an additional $100~~31,~~000~~ ~~was issued to us under the Note~~2013.During ~~In accordance with~~ the ~~Amendment~~nine ~~and~~months ~~the~~ended ~~Allonge,~~May ~~(i) the original principal amount under the Note has increased from $550~~31,~~000~~ ~~to $650~~2014,~~000;~~ ~~(ii)~~we ~~the~~were ~~conversion~~in ~~price under~~ the ~~Note~~ ~~has~~process ~~been reduced from $0.40 per share to $0.08 per share; (iii) the number~~ of ~~warrants~~construction ~~to purchase shares~~ of ~~our~~Wilderness ~~common~~Way ~~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~~facilities.~~60 per share to $0.08 per share. The expiration date of the Warrants remains unchanged at August 16, 2016.~~

OnWe ~~February~~expect 1,to ~~2013,~~incur ~~the~~losses ~~Company~~from ~~agreed~~operations tofor ~~another Allonge to~~ the ~~Note~~near ~~(“Allonge No~~future. ~~2”)~~We ~~pursuant~~expect to ~~which~~incur ~~an additional $100,000 was issued to the Company under the Note, thus~~ increasing ~~the~~development ~~principal~~expenses ~~amount~~ as ~~stated~~we ~~on the~~execute ~~face~~our ofoperations ~~the Note to $750,000~~plan. NoWe ~~other~~expect ~~changes~~that toour ~~the terms and conditions of the Note have been made. Proceeds from Allonge No. 2 are expected to be used for~~ general ~~working capital~~ and ~~also~~administrative toexpenses ~~fund~~will ~~portions~~increase ofin the ~~Company’s obligations~~future ~~under a letter of intent with Canadian Mining Company, Inc.~~ as ~~disclosed~~ onwe expand our ~~Current~~business ~~Report on Form 8-K filed on February 7~~development, ~~2013.~~add ~~On February~~infrastructure 1,and ~~2013,~~incur ~~the~~additional ~~Company~~costs ~~also~~related ~~issued a another warrant~~ to ~~Alpha~~being toa ~~purchase up~~public ~~to 2~~company,~~000,000~~ ~~shares~~including ofincremental ~~Company~~audit ~~common~~fees, ~~stock~~investor atrelations anprograms ~~exercise~~and ~~price~~increased ofprofessional $0services.~~05 per share (the “Second Warrant”). The Second Warrant expires eight (8) years after the date of issuance.~~

OnOur 11future ~~February~~capital ~~2013~~requirements will depend on a number of factors, including the ~~note~~progress ~~holder~~of ~~elected~~our business development. We believe our existing cash will not be sufficient to ~~convert~~fund ~~$50,000 of~~our ~~principal~~operating expenses and capital equipment requirements. We anticipate we will need approximately $~~10,947~~3 ofmillion ~~accrued~~in ~~interest~~addition to our current cash on ~~the~~hand ~~convertible~~to ~~note~~fund ~~payable into~~our ~~stock~~operating ~~subscriptions~~expenses toand ~~receive~~capital ~~1,218,944~~equipment ~~shares~~requirements offor the ~~Company’s~~next ~~common stock~~12 months.

15We will have to raise additional funds to continue our operations and, while we have been successful in doing so in the past, there can be no assurance that we will be able to do so in the future. Our continuation as a going concern is dependent upon our ability to obtain necessary additional funds to continue operations and the attainment of profitable operations.

OnFuture ~~September~~financing ~~10,~~may ~~2012,~~include the ~~Company~~issuance ~~borrowed $56,000 in the form~~ of aequity ~~convertible~~or ~~note~~debt ~~payable~~securities, ~~with~~obtaining acredit ~~maturity date of three months from the date of issuance~~facilities, ~~and~~or another ~~annual~~financing ~~interest~~mechanisms. ~~rate~~Even ofif ~~8%.~~we ~~The~~are ~~note~~able isto ~~convertible~~raise at the ~~holder’s~~funds ~~option~~required, ~~during~~it ~~the~~is ~~period~~possible ~~beginning~~that ~~180~~we ~~days~~could ~~following~~incur ~~the~~unexpected ~~date~~costs ~~of the note~~ and ~~ending~~expenses onor ~~the~~experience ~~later~~unexpected ofcash ~~(i)~~requirements ~~the~~that ~~maturity~~would ~~date~~force ~~and~~us ~~(ii)~~to ~~the~~seek ~~date~~alternative ~~of payment~~financing. ofFurthermore, ~~the~~if ~~default~~we ~~amount,~~issue atadditional aequity ~~variable~~or ~~conversion~~debt ~~price~~securities, ~~equal~~existing toholders ~~the average~~ of ~~the~~our ~~lowest~~securities ~~two~~may ~~trading~~experience ~~prices~~additional ~~for~~dilution ~~the~~or ~~common stock during~~ the ~~20 trading~~new ~~day~~equity ~~period~~securities ~~ending~~may onhave ~~the~~rights, ~~latest~~preferences ~~complete~~or ~~trading~~privileges ~~day~~senior ~~prior~~ to ~~the conversion~~those ~~date and discounted by 45%. The note was issued in reliance upon Rule 506~~ of ~~Regulation~~existing Dholders of ~~the~~our ~~Securities Act of 1933, as amended, and comparable exemptions for sales to “accredited” investors under state~~ securities ~~laws~~.

OnIf ~~November~~additional ~~19,~~financing ~~2012,~~is ~~the~~not ~~Company~~available ~~borrowed~~or ~~$29,000~~is innot ~~the~~available ~~form of~~on aacceptable ~~convertible note payable~~terms, ~~with~~we amay ~~maturity~~be ~~date~~required ofto ~~three months from the date of issuance~~delay, ~~and~~reduce ~~an annual interest rate of 8%. The note is convertible at~~ the ~~holder’s~~scope ~~option, during the period beginning 180 days following the date~~ of ~~the~~ ~~note~~or ~~and~~eliminate ~~ending~~our onresearch ~~the later of (i) the maturity date~~ and ~~(ii)~~development ~~the date of payment of the default amount~~programs, atreduce aour ~~variable~~commercialization ~~conversion~~efforts ~~price~~or ~~equal~~obtain tofunds ~~the average~~through ofarrangements ~~the~~with ~~lowest~~collaborative ~~two~~partners ~~trading~~or ~~prices~~others ~~for~~that ~~the~~may ~~common~~require ~~stock~~us ~~during~~to ~~the~~relinquish ~~20 trading~~rights ~~day period ending on the latest complete trading day prior~~ to ~~the conversion~~certain ~~date~~product ~~and~~candidates ~~discounted~~that bywe ~~45%.~~might ~~The~~otherwise ~~note~~seek ~~was issued in reliance upon Rule 506 of Regulation D of the Securities Act of 1933, as amended, and comparable exemptions for sales~~ to ~~“accredited”~~develop ~~investors~~or ~~under~~commercialize ~~state securities laws~~independently.

OnOff-Balance ~~March~~Sheet 7, 2013, the Company borrowed $32,500 in the form of a convertible note payable, with a maturity date of three months from the date of issuance, and an annual interest rate of 8%. 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 lowest trading price for the common stock during the 60 trading day period ending on the latest complete trading day prior to the conversion date and discounted by 55%. In addition, the Company issued a warrant to purchase 1,300,000 shares of common stock at an exercise price of $0.25 per share exercisable anytime within 3 years. The note and warrant were issued in reliance upon Rule 506 of Regulation D of the Securities Act of 1933, as amended, and comparable exemptions for sales to “accredited” investors under state securities laws. Arrangements

OnWe 21do ~~March~~not ~~2013~~have ~~and~~any 8off-balance ~~May~~sheet ~~2013, the note holder elected to convert $7,900 and $8,300 of principal on the convertible note payable into stock subscriptions to receive 441,341 and 1,509,091 shares of the Company’s common stock~~arrangements.

~~On 16 July 2013, the Company borrowed $7,000 in the form of a convertible note payable, with a maturity date of 18 April 2014, 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 lowest trading price for the common stock during the 60 trading day period ending on the latest complete trading day prior to the conversion date and discounted by 55%. The note is secured by all of the assets of the Company. The note and warrant were issued in reliance upon Rule 506 of Regulation D of the Securities Act of 1933, as amended, and comparable exemptions for sales to “accredited” investors under state securities laws.

~~Our~~Transactions 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~~Related 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. Parties

WeAndrew ~~cannot~~McKinnon bewas ~~sure~~appointed ~~that~~as ~~our~~Chief ~~future~~Executive ~~working~~Officer ~~capital~~of orthe ~~cash~~Company ~~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~~March ~~business and financial condition~~18, ~~and~~2014 ~~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~~received ~~ability to implement our business strategy successfully. Failure to pay our interest expense or make our principal payments would result in~~ a ~~default.~~signing Abonus ~~default~~of 750,000 iffive ~~not~~year ~~waived,~~options ~~could~~with ~~result~~an inexercise ~~acceleration~~price of ~~our indebtedness,~~$0.18 in which ~~case~~vested ~~the debt would become~~ immediately ~~due and payable. If this occurs~~, weas ~~may~~part ~~be forced to sell or liquidate assets, obtain additional equity capital or refinance or restructure all or a portion~~ of ~~our~~his ~~outstanding debt~~compensation ~~on terms that may be less favorable to us~~package. 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.

~~Off~~The Company’s President and shareholders have advanced funds to the Company for working capital purposes since the Company’s inception. As of May 31, 2014 and August 31, 2013, the amount of $36,780 and $771,842 is owed to the Chief Executive Officer of the Company which is non-~~Balance~~interest ~~Sheet~~bearing, ~~Transactions~~unsecured, and due on demand, respectively.

~~There~~Critical ~~are~~Accounting noPolicies ~~off-balance~~and ~~sheet transactions.~~ Estimates

~~Item~~Our 3discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. ~~Quantitative~~The preparation of these financial statements requires us to make estimates and ~~Qualitative~~judgments ~~Disclosures~~that ~~About~~affect ~~Market~~the ~~Risk~~reported amounts of assets, liabilities and expenses. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

We ~~are~~believe athe ~~smaller~~following ~~reporting~~critical ~~company~~accounting aspolicies ~~defined~~affect byour ~~Rule~~more ~~12b-2~~significant ~~of the~~judgments ~~Exchange Act~~ and ~~are~~estimates ~~not~~used ~~required~~in tothe ~~provide~~preparation ~~the~~of ~~information~~our ~~under~~consolidated ~~this item.~~financial statements.

16Property and Equipment

~~Item~~Property 4and equipment are stated at cost. ~~Controls~~Depreciation is provided over the estimated useful lives of the related assets using the straight line method. The Company reviews the recoverability of its property and ~~Procedures~~equipment when events or changes in circumstances occur that indicate that the carrying value of the asset group may not be recoverable.

~~Evaluation~~All amounts paid above were related to the construction of ~~Disclosure~~buildings ~~Controls~~that will be used for tourists or corporate retreats. As of May 31, 2014 and ~~Procedures~~August 31, 2013, no assets were ready for their intended purpose. As such, no depreciation expense was recorded.

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, 2013 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, 2013 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. 23

~~In performing the above~~Long-~~referenced~~Lived ~~assessment, our management identified the following material weaknesses:~~ Assets

~~Our~~Property, ~~Audit~~equipment ~~Committee~~and ~~does~~definite ~~not~~lived ~~function~~intangibles asare reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an ~~Audit~~asset ~~Committee~~may ~~should~~not ~~since there~~be recoverable. Recoverability of assets to be held and used is measured by a ~~lack~~comparison of ~~independent~~the ~~directors~~carrying onamount of an asset to the ~~Committee~~estimated ~~and~~undiscounted ~~our~~future ~~Board~~cash ~~of Directors~~flows ~~has~~expected ~~not~~to ~~identified~~be generated by the asset. If the carrying amount of an ~~“expert~~asset exceeds its estimated future cash flows,” ~~one~~an ~~who~~impairment charge is ~~knowledgeable~~recognized ~~about reporting~~in ~~and~~the ~~financial~~amount ~~statements~~by ~~requirements,~~which the carrying amount of the asset exceeds the fair value of the asset. Assets to ~~serve~~be ondisposed of are reported at the ~~Audit Committee~~lower of the carrying amount or fair value less costs to sell, and depreciation ceases.

WeStock ~~have~~Based ~~limited segregation of duties which is not consistent with good internal control procedures.~~ Compensation

We domeasure ~~not~~the ~~have~~cost aof ~~written~~services ~~internal~~received ~~control~~in ~~procedurals~~exchange ~~manual~~for ~~which outlines~~an ~~the~~award ~~duties~~of ~~and~~equity ~~reporting~~instruments ~~requirements~~based on the fair value of ~~our~~the ~~officers~~award. For employees and directors~~. This~~, ~~lack~~the fair value of athe ~~written~~award ~~internal~~is ~~control~~measured ~~procedurals~~on ~~manual~~the ~~does~~grant ~~not~~date ~~meet~~and for non-employees, the ~~requirements~~ fair value of the ~~SEC~~award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for ~~good~~the ~~internal~~award, ~~controls~~usually the vesting period.

~~There~~Embedded ~~are no effective controls instituted over financial disclosure and the reporting processes.~~ Derivatives

~~Our~~We ~~management~~have ~~feels~~identified ~~the~~embedded ~~weaknesses~~derivatives ~~identified~~related ~~above,~~to ~~being~~certain ~~the latter~~of ~~three,~~its ~~have~~notes ~~not~~payable. ~~had~~These ~~any~~embedded ~~material~~derivatives ~~effect~~include oncertain ~~our~~conversion ~~financial~~features ~~results~~and reset provisions. ~~Our management~~The ~~will~~accounting ~~have~~treatment toof ~~address~~derivative financial instruments requires that the ~~lack~~Company ofrecord ~~independent~~the ~~members~~fair onvalue of the ~~Audit Committee~~derivatives ~~and~~as ~~identify~~of anthe ~~“expert”~~inception ~~for~~date of the ~~Audit~~above ~~Committee~~described toConvertible ~~advise~~Note ~~other members~~Payable asand to ~~correct~~fair ~~accounting~~value ~~and~~as of each subsequent reporting ~~procedures~~date.

WeUse ~~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. estimates

~~Our~~The ~~management~~preparation ~~will~~of ~~continue~~financial statements in conformity with GAAP requires management to ~~monitor~~make estimates and ~~evaluate~~assumptions that affect the ~~effectiveness~~ amounts of ~~our~~assets ~~internal~~and ~~controls~~liabilities and ~~procedures~~disclosures ~~and~~of ~~our~~contingent ~~internal~~assets ~~controls over~~and ~~financial~~liabilities ~~reporting~~at onthe andate ~~ongoing~~of ~~basis~~the financial statements and ~~are~~the ~~committed~~reported toamounts ~~taking~~of ~~further action~~revenues and ~~implementing~~expenditures ~~additional~~during ~~enhancements~~the orreporting ~~improvements,~~period. Actual asresults ~~necessary and~~could asdiffer ~~funds~~from ~~allow.~~these estimates.

~~Because~~ITEM ~~of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements~~3. ~~Projections~~QUANTITATIVE ofAND ~~any evaluation~~QUALITATIVE ofDISCLOSURES ~~effectiveness~~ABOUT toMARKET 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. RISK

~~Changes~~Not inrequired ~~Internal~~under ~~Controls~~Regulation ~~Over~~S-K ~~Financial~~for ~~Reporting~~ “smaller reporting companies.”

There were no changes in our internal controls over financial reporting that occurred during the three months ended November 30, 2013 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. 24

17ITEM 4. CONTROLS AND PROCEDURES

~~PART~~Disclosure ~~II—OTHER~~Controls ~~INFORMATION~~and Procedures

~~Item~~We 1evaluated the design and operation of our disclosure controls and procedures to determine whether they are effective in ensuring that we disclose required information in a timely manner and in accordance with the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations promulgated by the SEC.Our ~~Legal~~Chief ~~Proceedings~~Executive Officer has participated in such evaluation.Management concluded, based on such review, that our disclosure controls and procedures, as defined by Exchange Act Rules 13a-15(e) and 15d-15(e), were not effective as of the end of the period covered by this Quarterly Report on Form 10-Q.The ineffectiveness of these disclosure controls is due to the matters described below in "Internal Control over Financial Reporting."

~~None.~~Limitations on the Effectiveness of Controls

~~Item~~We 1Abelieve 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 a company have been detected.Our ~~Risk~~disclosure ~~Factors~~controls and procedures are designed to provide a reasonable assurance of achieving their objectives and our Chief Executive Officer has concluded that such controls and procedures are not effective at the "reasonable assurance" level.The ineffectiveness of these disclosure controls is due to the matters described below in "Internal Control over Financial Reporting."

~~Not~~Internal ~~applicable.~~Control over Financial Reporting

~~Item~~Segregation 2of duties within our company is limited due to the small number of employees that are assigned to positions that involve the processing of financial information. Specifically, ~~Unregistered~~certain ~~Sales~~key financial accounting and reporting personnel had an expansive scope of ~~Equity~~duties ~~Securities~~that allowed for the creation, review, approval and ~~Use~~processing of ~~Proceeds~~financial data without independent review and authorization for preparation of consolidation schedules and resulting financial statements and related disclosures. We did not maintain a sufficient depth of personnel with an appropriate level of accounting knowledge, experience and training in the selection and application of Generally Accepted Accounting Principles commensurate with financial reporting requirements.Accordingly, we place undue reliance on the finance team at corporate headquarters, specifically the executive who is our Chief Executive Officer and outside accounting professionals.

~~None~~ Accordingly, management has determined that this control deficiency constitutes a material weakness.This material weakness could result in material misstatements of significant accounts and disclosures that would result in a material misstatement to our interim or annual consolidated financial statements that would not be prevented or detected.In addition, due to limited staffing, we are not always able to detect minor errors or omissions in reporting.

~~Item~~Going 3forward, management anticipates that additional staff will be necessary to mitigate these weaknesses, as well as to implement other planned improvements.Additional ~~Defaults~~staff ~~Upon~~will ~~Senior~~enable ~~Securities~~us to document and apply transactional and periodic controls procedures, permit a better review and approval process and improve quality of financial reporting.However, the potential addition of new staff is contingent on obtaining additional financing, and there is no assurance that we will be able to do so.

AsManagement ofbelieves ~~April~~that ~~15,~~its ~~2013,~~unaudited ~~the~~condensed ~~secured~~financial ~~convertible~~statements ~~promissory~~for ~~note~~ the ~~Company~~three ~~issued~~and tonine ~~Alpha~~months ~~Capital~~ended ~~Anstalt~~May on31, ~~August~~2014 ~~16,~~and ~~2011~~2013 fairly presented, asin ~~amended~~all ~~on April~~material 20respects, ~~2012~~its financial condition and ~~February~~results 1,of ~~2013,~~operations.During ~~has~~the ~~been~~three inmonths ~~default~~ended ~~for~~May ~~non-payment~~31, ~~of $700~~2014,~~000~~ inthere ~~principal~~were ~~under~~no ~~the~~changes ~~note.~~to Asour ofinternal ~~January~~control ~~17,~~over ~~2014~~financial ~~the~~reporting ~~total~~that ~~arrearage of~~has ~~principal~~materially ~~owed~~affected, byor ~~the~~is ~~Company~~reasonably ~~under~~likely ~~the~~to ~~note~~materially ~~is $700~~affect,~~000.~~ our internal control over financial reporting.

~~Item 4. Mine Safety Disclosures.~~25

~~Not~~PART ~~applicable~~II. OTHER INFORMATION

~~Item~~ITEM 51. ~~Other~~LEGAL ~~Information.~~PROCEEDINGS

None.

~~Item~~ITEM 61A. ~~Exhibits.~~RISK FACTORS

~~The~~Not ~~following~~required ~~exhibits~~under ~~are~~Regulation ~~included~~S-K asfor ~~part~~“smaller ofreporting ~~this report by reference:~~ companies.”

Exhibit	Name
Number
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)
3.6	Certificate of Amendment to Articles of Incorporation (incorporated by reference to the registrant’s Current Report on Form 8-K filed on April 9, 2013)
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**

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

18 None

101.LAB	XBRL Taxonomy Extension Label Linkbase**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase**

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~___________ * Filed herewith~~None. ** 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.

19ITEM 4. MINE SAFETY DISCLOSURES

~~SIGNATURES~~ None.

~~Pursuant~~ITEM ~~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~~5. OTHER INFORMATION

~~IRONWOOD GOLD CORP~~None. ~~(Registrant)~~

Date: January 21, 2014	By:	/s/ Behzad Shayanfar
		Behzad Shayanfar, Chief Executive Officer, Interim Chief Financial Officer
		(Principal Executive Officer, Principal Financial Officer & Principal Accounting Officer)

ITEM 6. EXHIBITS

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Principal Executive Officer and Principal 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 Document

101 CAL	XBRL Taxonomy Calculation Linkbase Document

101 LAB	XBRL Taxonomy Labels Linkbase Document

101 PRE	XBRL Taxonomy Presentation Linkbase Document

101 DEF	XBRL Taxonomy Extension Definition Linkbase Document

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	IRONWOOD GOLD CORP.

Dated: June 4, 2015	By:	/s/ Andrew McKinnon
		Andrew McKinnon
		Director/Chief Executive Officer/Principal Accounting Officer
		(Principal executive officer/Principal accounting officer)

Filing Compare · Ironwood Gold Corp.