10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2011
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-12346

IRONSTONE GROUP, INC.

(Exact name of Registrant as specified in its charter)

Delaware	95-2829956
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

Pier 1, Bay 3, San Francisco, California 94111

(Address of principal executive offices, including zip code)

(415) 551-3260

(Registrant’s telephone number, including area code)

NONE

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer. or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer,” “non-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]

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

As of July 28, 2011, 742,108 shares of Common Stock, $0.01 par value, were outstanding.

TOTAL NUMBER OF PAGES:   18   INDEX TO EXHIBITS AT PAGE: N/A

IRONSTONE GROUP, INC. AND SUBSIDIARIES

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)
	Condensed consolidated balance sheets at June 30, 2011 and December 31, 2010	3
	Condensed consolidated statements of operations and comprehensive income (loss)for the three months ended June 30, 2011 and 2010 and for six months ended June 30, 2011 and 2010	4
	Condensed consolidated statements of cash flows for the six months ended June 30, 2011 and 2010	5
	Notes to condensed consolidated financial statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4T.	Controls and Procedures	12

PART II—OTHER INFORMATION

Item 6. Exhibits  13

Signatures	14
Exhibit 31.1	15
Exhibit 31.2	16
Exhibit 32.1	17
Exhibit 32.2	18

2

IRONSTONE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	(unaudited)
	June 30, 2011			December 31, 2010
ASSETS:
Current assets:
Cash	$	3,907		$	1,566
Marketable securities available for sale, at fair value		7,800			10,920
Salon Media Group, Inc. common stock		7,997			7,997
Salon Media Group, Inc. Series C Preferred		84,300			84,300
Total assets	$	104,004		$	104,783
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Line of credit borrowings	$	350,000		$	350,000
Note payable to related party		249,500			214,500
Accounts payable and accrued expenses		73,046			64,090
Total liabilities		672,546			628,590
Shareholders' equity:
Preferred stock, $0.01 par value, 5,000,000 shares authorized of which there are no issued and outstanding shares
Common stock, $0.01 par value, 25,000,000 shares authorized of which 1,487,644 shares are issued and 742,108 shares are outstanding		14,878			14,878
Additional paid-in capital		21,170,385			21,170,385
Accumulated deficit		(21,230,061	)		(21,188,446	)
Accumulated other comprehensive income		(1,170	)		1,950
		(45,968	)		(1,233	)
Less: Treasury Stock, 745,536 shares, at cost		(522,574	)		(522,574	)
Total shareholders' equity		(568,542	)		(523,807	)
Total liabilities and shareholders' equity	$	104,004		$	104,783

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

3

IRONSTONE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Operating expenses:
Professional fees	$	15,310		$	6,620		$	17,350		$	11,920
State filing fee		1,724			-			1,724			139
Miscellaneous expenses		60			40			60			155
Total operating expenses		17,094			6,660			19,134			12,214
Loss from operations		(17,094	)		(6,660	)		(19,134	)		(12,214	)
Other income (expense):
Interest expense, net		(11,337	)		(10,345	)		(22,481	)		(20,247	)
Net (loss)	$	(28,431	)	$	(17,005	)	$	(41,615	)	$	(32,461	)
COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Net loss	$	(28,431	)	$	(17,005	)	$	(41,615	)	$	(32,461	)
Unrealized holding gain (loss) arising during the period		(2,340	)		109,196			(3,120	)		93,857
Comprehensive income (loss)	$	(30,771	)	$	92,191		$	(44,735	)	$	61,396
Basic and diluted loss per share:
Net loss per share	$	(0.04	)	$	(0.02	)	$	(0.06	)	$	(0.04	)
Weighted average shares		742,108			742,108			742,108			742,108

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

4

IRONSTONE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(41,615	)	$	(32,461	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		8,956			6,122
Net cash used in operating activities		(32,659	)		(26,339	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Note payable to related party		35,000			27,500
Net cash provided from financing activities		35,000			27,500
Net increase (decrease) in cash		2,341			1,161
Cash at beginning of period		1,566			7,770
Cash at end of period	$	3,907		$	8,931
Supplemental disclosure of cash flow information
Cash paid during the period for interest	$	13,525		$	13,525

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

5

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(UNAUDITED)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activities

Ironstone Group, Inc. and subsidiaries have no operations but are seeking appropriate business combination opportunities.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Ironstone Group, Inc. and its subsidiaries, AcadiEnergy, Inc., Belt Perry Associates, Inc., DeMoss Corporation, and TaxNet, Inc., (collectively the “Company”).  All significant intercompany accounts and transactions have been eliminated in consolidation.

Marketable Securities

Marketable securities have been classified by management as available for sale in accordance with ASC 320, marketable securities are recorded at fair value and any unrealized gains or losses are excluded from earnings and reported as a separate component of shareholders’ equity until realized. The fair value of the Company’s marketable securities and investments at June 30, 2011 is based on quoted market prices. For the purpose of computing realized gains and losses, cost is identified on a specific identification basis. For marketable securities for which there is an other-than-temporary impairment, an impairment loss is recognized as a realized loss, and related adjustments are not made for recovery in value.

Unaudited Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although Ironstone believes that the following disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments and reclassifications considered necessary for a fair and comparable presentation have been included and are of a normal recurring nature. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2010.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

6

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(UNAUDITED)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (concluded)

Earnings (Loss) per Share

Basic earnings (loss) per share (“EPS”) excludes dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average number of common shares actually outstanding during the period.  Diluted EPS reflects the potential dilution from potentially dilutive securities, except where inclusion of such potentially dilutive securities would have an anti-dilutive effect, using the average stock price during the period in the computation and because of the net loss for the periods presented.

Income Taxes

The Company and its wholly owned subsidiaries file a consolidated federal income tax return. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Recent Accounting Pronouncements

The Company does not expect the adoption of any recent accounting pronouncements will have a material impact on the Company’s consolidated financial statements.

7

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(UNAUDITED)

2. FAIR VALUE of FINANCIAL INSTRUMENTS

Due to the short maturity of cash, accounts payable, the line of credit, and the note payable, the carrying amount reported in the consolidated balance sheets approximates fair market value.

Effective January 1, 2008, the Company adopted ASC 820, “Fair Value Measurements and Disclosures”. ASC 820 defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States of America and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1	Quoted prices in active markets for identical assets or liabilities.
Level 2	Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

In addition to using the guidelines set forth in ASC 820 for valuing fixed income securities, each company is also required to disclose information that enables users of its financial statements to assess the inputs used to develop those valuations.

Market values were determined for each security in the investment portfolio based on quoted market prices and quoted market prices for similar securities.

Description	Quoted Market Prices In Active Markets (Level 1)	Significant Other Observable Input (Level 2)	Total Carrying Value In The Consolidated Balance Sheet at June 30, 2011
Securities available for sale	$7,800	$92,297	$100,097

8

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

(UNAUDITED)

3. INVESTMENT IN SALON MEDIA GROUP, INC.

The Company owns 843 shares of Series C Preferred Stock of Salon Media Group, Inc. (“Salon”).  These shares resulted from the December 31, 2003 conversion of Convertible Promissory Notes purchased by the Company and are convertible to common stock at any time. The Series C Preferred Stock is convertible into common stock of Salon at the conversion rate determined by dividing the Series C Preferred Stock per share price of $800 by the Series C Conversion Price of $0.80, or at the rate of one share of Series C Preferred Stock to 1,000 shares of common stock. If converted, the Company’s shares of Series C Preferred Stock represent 843,000 common shares of Salon, or 7.4% of Salon’s common stock outstanding as of June 30, 2011. The investment in Series C Preferred Stock of Salon is valued at the converted common stock value of $.10 and $.10per share, or $84,300 and $84,300 at June 30, 2011 and December 31, 2010, respectively.

Additionally, in conjunction with making the investment in Salon, the Company received warrants to purchase common stock in Salon. In 2006, the Company exercised its warrants to purchase a total of 79,970 shares of common stock of Salon. The investment in common shares of Salon is valued at $.10 and $.10 per share, or $7,997and $7,997 at June 30, 2011 and December 31, 2010, respectively.

The quoted market price for Salon Media Group at June 30, 2011 was $.13; however, as we recorded an other-than temporary loss on these securities in 2009, we did not adjust the carrying value for this subsequent recovery in value.

4. RELATED PARTY TRANSACTIONS

A Director and a former President and Chief Executive Officer of Salon is the sister of a member of the Board of Directors and the daughter of the Chief Executive Officer.

Mr. William R Hambrecht, Chief Executive Officer is a minority shareholder in Salon Media Group.

On December 31, 2010 the Company combined all the various notes payable and issued at various times to Mr. William R. Hambrecht to one note for $214,500 at 7.75% interest with a December 31, 2011 maturity.

On January 7, 2011 the Company borrowed $20,000 from Mr. William R. Hambrecht At 7.75% interest with a maturity date of December 31, 2011.

On May 24, 2011 the Company borrowed $15,000 from Mr. William R. Hambrecht At 7.75% interest with a maturity date of December 31, 2011.

5. LINE OF CREDIT ARRANGEMENT

The Company has a line of credit arrangement with First Republic Bank (the “lender”) with a borrowing limit of $350,000 with interest based upon the lender’s prime rate. Interest is payable monthly at 7.75%at March 31, 2011. The line is guaranteed by William R. Hambrecht, Chief Executive Officer, Director and Robert H. Hambrecht, Secretary, Director. The line of credit is due on demand and is secured by all of the Company’s business assets. At June 30, 2011, the outstanding balance under the line was $350,000.

6. GOING CONCERN

As reflected in the accompanying financial statements the Company has net losses and has a negative cash flow from operations. This raises substantial doubt about the Company’s ability to continue as a going concern. If necessary the Company may seek to sell additional debt or equity securities or enter into new credit facilities to meet its cash needs. The Company cannot make assurances that it will be able to complete any financing or liquidity transaction, that such financing or liquidity transaction will be adequate for the Company’s needs, or that a financing or liquidity transaction will be completed in a timely manner.

9

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

Special Note Regarding Forward-Looking Statements

Certain of the statements in this document that are not historical facts, including, without limitation, statements of future expectations, projections of financial condition and results of operations, statements of future economic performance and other forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from  those contemplated in such forward-looking statements.  In addition to the specific matters referred to herein, important factors which may cause actual results to differ from those contemplated in such forward-looking statements include (i) the results of the Company’s efforts to implement its business strategy; (ii) actions of the Company’s competitors and the Company’s ability to respond to such actions; (iii) changes in governmental regulation, tax rates and similar matters; and (iv) other risks detailed in the Company’s other filings with the Commission.

Results of Operations

Comparison of 2011 to 2010

Operating expenses for the three-month period ended June 30, 2011 increased $10,434 or 157% as compared to the same period in 2010. This was primarily due to an increase in professional fees.

Operating expenses for the six-month period ended June 30, 2011 increased $6,920 or 57% as compared to the same period in 2010. This was primarily due to an increase in professional fees.

Liquidity and Capital Resources

Net cash used in operating activities for the six months ended June 30, 2011 was $32,659. Negative working capital at June 30, 2011 increased $44,736 from December 31, 2010. The increase was primarily due to operating expenses. Cash increased by $2,341 from $1,566 at December 31, 2010to $3,907at June 30, 2011.

To meet its cash needs during the second quarter of 2011, William R. Hambrecht lent $15,000 to the Company.

The Company may obtain additional equity or working capital through additional bank borrowings and public or private sales of equity securities and exercises of outstanding stock options. There can be no assurance, however, that such additional financing will be available on terms favorable to the Company, or at all.

While the Company explores new business opportunities, the primary capital resource of the Company is 843 shares of Series C Preferred Stock of Salon Media Group, Inc. (“Salon”). These shares were converted on December 31, 2003 from Convertible Promissory Notes purchased by the Company and are convertible to common stock at any time.  The Series C Preferred Stock is convertible into common stock of Salon at the conversion rate determined by dividing the Series C Preferred Stock per share price of $800 by the Series C Conversion Price of $0.80, or at the rate of one share of Series C Preferred Stock to 1,000 shares of common stock. If converted, the Company’s shares of Series C Preferred Stock represent 843,000 shares or 7.4% of Salon’s common stock outstanding as of June 30, 2011. The investment in Salon is valued at the converted common stock value of $.10 per share, or $84,300 at June 30, 2011.

In conjunction with making the investment in Salon, the Company received warrants to purchase common stock in Salon. In 2006, the Company exercised its warrants to purchase a total of 79,970 shares of common stock of Salon.The investment in common shares of Salon is valued at $.10 per share, or $7,997 at June 30, 2011.

The quoted market price for Salon Media Group at June 30, 2011 was $.13; however, as we recorded an other-than-temporary loss on these securities in 2009, we did not adjust the carrying value for this subsequent recovery in value.

The investment of other marketable securities is classified as available for sale therefore a related unrealized loss of $2,340 has been included in comprehensive loss in the second quarter of 2011.

As of July 18, 2011, Salon’s common stock was quoted at $.45 per share.  There can be no assurance that a market will continue to exist for either the Series C Preferred Stock or the common stock of Salon.

10

Item 2.  Management's Discussion and Analysis and Results of Operations (concluded)

Trends and Uncertainties

Termination of Historical Business Lines

Since winding down the Company’s traditional lines of business, Management and the Board of Directors have been seeking appropriate business combination opportunities for the Company.  In the alternative, management and the Board are looking for an investment opportunity for the Company to invest some or all of its remaining liquid assets. Otherwise, the Company’s cash assets are invested in corporate securities and demand deposit accounts. If the Company does not find an operating entity to combine with, and if its assets are not invested in certain types of securities (primarily government securities), it may be deemed to be an investment company under the terms of the Investment Company Act of 1940, as amended.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

11

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to the Company is made known to the officers who certify the financial statements and to other members of senior management and the Board of Directors.

We conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation our chief executive officer and chief financial officer have concluded that, as of June 30, 2011, our disclosure controls and procedures are not effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting for the three-months ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Controls over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.

All internal controls over financial reporting, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls. Therefore, even effective internal control over financial reporting can provide only reasonable, and not absolute, assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal controls over financial reporting may vary over time.

Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting as of June 30, 2011. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on our evaluation, management concluded that, as of June 30, 2011, our internal control over financial reporting was not effective based on those criteria because of the existence of the following material weaknesses.

1) The Company does not have an adequate number of independent board members nor therefore an independent audit committee.

2) Our limited number of employees results in the Company’s inability to have a sufficient segregation of duties within its accounting and financial reporting activities.

These absences constitute material weaknesses in the Company’s corporate governance structure. These weaknesses were also reported in our December 31, 2010 Form 10-K filing.

12

PART II – OTHER INFORMATION

Item 6.  Exhibits

31.1 Section 302 – Principal Executive Officer Certification

31.2 Section 302 – Principal Financial Officer Certification

32.1 Section 1350 – Certification – Chief Executive Officer

32.2 Section 1350 – Certification – Chief Financial Officer

13

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

	IRONSTONE GROUP, INC. a Delaware corporation
Date: July 28, 2011	By:	/s/  William R. Hambrecht
		William R. Hambrecht
		Chief Executive Officer

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

Signature	Title	Date
/s/ William R. Hambrecht	Director, Chief Executive Officer	July 28, 2011
William R. Hambrecht	(Principal Executive Officer)
/s/ Quock Q. Fong	Chief Financial Officer	July 28, 2011
Quock Q. Fong
/s/ Robert H. Hambrecht	Director, Secretary	July 28, 2011
Robert H. Hambrecht

14

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William R. Hambrecht, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Ironstone Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 28, 2011	/s/ William R. Hambrecht
	William R. Hambrecht
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Quock Q. Fong, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Ironstone Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 28, 2011	/s/ Quock Q. Fong
	Quock Q. Fong
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report of Ironstone Group, Inc. (the "Company") on Form 10-Q for the period ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William R.. Hambrecht, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

        (1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  July 28, 2011

/s/  William R. Hambrecht

William R. Hambrecht

Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report of Ironstone Group, Inc. (the "Company") on Form 10-Q for the period ended  June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Quock Q. Fong, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

        (1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  July 28, 2011

 /s/  Quock Q. Fong

 Quock Q. Fong

 Chief Financial Officer

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Document And Entity Information	6 Months Ended
	Jun. 30, 2011	Jul. 28, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	IRONSTONE GROUP INC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		742,108
Amendment Flag	false
Entity Central Index Key	0000723269
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Jun. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

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Note 5. LINE OF CREDIT ARRANGEMENT

3 Months Ended

Jun. 30, 2011

Schedule of Line of Credit Facilities [Table Text Block]

5. LINE OF CREDIT ARRANGEMENT

The Company has a line of credit arrangement with First Republic Bank (the “lender”) with a borrowing limit of $350,000 with interest based upon the lender’s prime rate. Interest is payable monthly at 7.75%at March 31, 2011. The line is guaranteed by William R. Hambrecht, Chief Executive Officer, Director and Robert H. Hambrecht, Secretary, Director. The line of credit is due on demand and is secured by all of the Company’s business assets. At June 30, 2011, the outstanding balance under the line was $350,000.

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Note 6. GOING CONCERN

3 Months Ended

Jun. 30, 2011

Going Concern Note

6. GOING CONCERN

As reflected in the accompanying financial statements the Company has net losses and has a negative cash flow from operations. This raises substantial doubt about the Company’s ability to continue as a going concern. If necessary the Company may seek to sell additional debt or equity securities or enter into new credit facilities to meet its cash needs. The Company cannot make assurances that it will be able to complete any financing or liquidity transaction, that such financing or liquidity transaction will be adequate for the Company’s needs, or that a financing or liquidity transaction will be completed in a timely manner.

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Condensed Consolidated Balance Sheets (USD $)	Jun. 30, 2011	Dec. 31, 2010
Current assets:
Cash	$ 3,907	$ 1,566
Marketable securities available for sale, at fair value	7,800	10,920
Salon Media Group, Inc. common stock	7,997	7,997
Salon Media Group, Inc. Series C Preferred	84,300	84,300
Total assets	104,004	104,783
Current liabilities:
Line of credit borrowings	350,000	350,000
Note payable to related party	249,500	214,500
Accounts payable and accrued expenses	73,046	64,090
Total liabilities	672,546	628,590
Common stock, $0.01 par value, 25,000,000 shares authorized of which 1,487,644 shares are issued and 742,108 shares are outstanding	14,878	14,878
Additional paid-in capital	21,170,385	21,170,385
Accumulated deficit	(21,230,061)	(21,188,446)
Accumulated other comprehensive income	(1,170)	1,950
[PreconfirmationStockholdersEquity]	(45,968)	(1,233)
Less: Treasury Stock, 745,536 shares, at cost	(522,574)	(522,574)
Total shareholders' equity	(568,542)	(523,807)
Total liabilities and shareholders' equity	$ 104,004	$ 104,783

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Condensed Consolidated Balance Sheets (Parentheticals) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Common stock, Par Value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, Shares Authorized	25,000,000	25,000,000
Common stock, shares issued	1,487,644	1,487,644
Common stock, shares outstanding	742,108	742,108
Less: Treasury Stock, Number of Shares	745,536	745,536

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Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Operating expenses:
Professional fees	$ 15,310	$ 6,620	$ 17,350	$ 11,920
State filing fee	1,724		1,724	139
Miscellaneous expenses	60	40	60	155
Total operating expenses	17,094	6,660	19,134	12,214
Loss from operations	(17,094)	(6,660)	(19,134)	(12,214)
Other income (expense):
Interest expense, net	(11,337)	(10,345)	(22,481)	(20,247)
Net (loss)	(28,431)	(17,005)	(41,615)	(32,461)
Unrealized holding gain (loss) arising during the period	(2,340)	109,196	(3,120)	93,857
COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Net loss	(28,431)	(17,005)	(41,615)	(32,461)
Unrealized holding gain (loss) arising during the period	(2,340)	109,196	(3,120)	93,857
Comprehensive income (loss)	$ (30,771)	$ 92,191	$ (44,735)	$ 61,396
Basic and diluted loss per share:
Net loss per share (in Dollars per share)	$ (0.04)	$ (0.02)	$ (0.06)	$ (0.04)
Weighted average shares (in Shares)	742,108	742,108	742,108	742,108

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (28,431)	$ (17,005)	$ (41,615)	$ (32,461)
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			8,956	6,122
Net cash used in operating activities			(32,659)	(26,339)
CASH FLOWS FROM FINANCING ACTIVITIES:
Note payable to related party			35,000	27,500
Net cash provided from financing activities			35,000	27,500
Net increase (decrease) in cash			2,341	1,161
Cash at beginning of period			1,566	7,770
Cash at end of period	3,907	8,931	3,907	8,931
Supplemental disclosure of cash flow information
Cash paid during the period for interest			$ 13,525	$ 13,525

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Note 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2011

Significant Accounting Policies [Text Block]

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activities

Ironstone Group, Inc. and subsidiaries have no operations but are seeking appropriate business combination opportunities.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Ironstone Group, Inc. and its subsidiaries, AcadiEnergy, Inc., Belt Perry Associates, Inc., DeMoss Corporation, and TaxNet, Inc., (collectively the “Company”).  All significant intercompany accounts and transactions have been eliminated in consolidation.

Marketable Securities

Marketable securities have been classified by management as available for sale in accordance with ASC 320, marketable securities are recorded at fair value and any unrealized gains or losses are excluded from earnings and reported as a separate component of shareholders’ equity until realized. The fair value of the Company’s marketable securities and investments at June 30, 2011 is based on quoted market prices. For the purpose of computing realized gains and losses, cost is identified on a specific identification basis. For marketable securities for which there is an other-than-temporary impairment, an impairment loss is recognized as a realized loss, and related adjustments are not made for recovery in value.

Unaudited Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although Ironstone believes that the following disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments and reclassifications considered necessary for a fair and comparable presentation have been included and are of a normal recurring nature. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2010.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Earnings (Loss) per Share

Basic earnings (loss) per share (“EPS”) excludes dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average number of common shares actually outstanding during the period.  Diluted EPS reflects the potential dilution from potentially dilutive securities, except where inclusion of such potentially dilutive securities would have an anti-dilutive effect, using the average stock price during the period in the computation and because of the net loss for the periods presented.

Income Taxes

The Company and its wholly owned subsidiaries file a consolidated federal income tax return. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Recent Accounting Pronouncements

The Company does not expect the adoption of any recent accounting pronouncements will have a material impact on the Company’s consolidated financial statements.

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Note 2. FAIR VALUE of FINANCIAL INSTRUMENTS

3 Months Ended

Jun. 30, 2011

Fair Value Disclosures [Text Block]

2. FAIR VALUE of FINANCIAL INSTRUMENTS

Due to the short maturity of cash, accounts payable, the line of credit, and the note payable, the carrying amount reported in the consolidated balance sheets approximates fair market value.

Effective January 1, 2008, the Company adopted ASC 820, “Fair Value Measurements and Disclosures”. ASC 820 defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States of America and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1	Quoted prices in active markets for identical assets or liabilities.
Level 2	Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

In addition to using the guidelines set forth in ASC 820 for valuing fixed income securities, each company is also required to disclose information that enables users of its financial statements to assess the inputs used to develop those valuations.

Market values were determined for each security in the investment portfolio based on quoted market prices and quoted market prices for similar securities.

Description	Quoted Market Prices In Active Markets (Level 1)	Significant Other Observable Input (Level 2)	Total Carrying Value In The Consolidated Balance Sheet at June 30, 2011
Securities available for sale	$7,800	$92,297	$100,097

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Note 3. INVESTMENT IN SALON MEDIA GROUP, INC.

3 Months Ended

Jun. 30, 2011

Cost-method Investments, Description [Text Block]

3. INVESTMENT IN SALON MEDIA GROUP, INC.

The Company owns 843 shares of Series C Preferred Stock of Salon Media Group, Inc. (“Salon”).  These shares resulted from the December 31, 2003 conversion of Convertible Promissory Notes purchased by the Company and are convertible to common stock at any time. The Series C Preferred Stock is convertible into common stock of Salon at the conversion rate determined by dividing the Series C Preferred Stock per share price of $800 by the Series C Conversion Price of $0.80, or at the rate of one share of Series C Preferred Stock to 1,000 shares of common stock. If converted, the Company’s shares of Series C Preferred Stock represent 843,000 common shares of Salon, or 7.4% of Salon’s common stock outstanding as of June 30, 2011. The investment in Series C Preferred Stock of Salon is valued at the converted common stock value of $.10 and $.10per share, or $84,300 and $84,300 at June 30, 2011 and December 31, 2010, respectively.

Additionally, in conjunction with making the investment in Salon, the Company received warrants to purchase common stock in Salon. In 2006, the Company exercised its warrants to purchase a total of 79,970 shares of common stock of Salon. The investment in common shares of Salon is valued at $.10 and $.10 per share, or $7,997and $7,997 at June 30, 2011 and December 31, 2010, respectively.

The quoted market price for Salon Media Group at June 30, 2011 was $.13; however, as we recorded an other-than temporary loss on these securities in 2009, we did not adjust the carrying value for this subsequent recovery in value.

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Note 4. RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 2011

Related Party Transactions Disclosure [Text Block]

4. RELATED PARTY TRANSACTIONS

A Director and a former President and Chief Executive Officer of Salon is the sister of a member of the Board of Directors and the daughter of the Chief Executive Officer.

Mr. William R Hambrecht, Chief Executive Officer is a minority shareholder in Salon Media Group.

On December 31, 2010 the Company combined all the various notes payable and issued at various times to Mr. William R. Hambrecht to one note for $214,500 at 7.75% interest with a December 31, 2011 maturity.

On January 7, 2011 the Company borrowed $20,000 from Mr. William R. Hambrecht At 7.75% interest with a maturity date of December 31, 2011.

On May 24, 2011 the Company borrowed $15,000 from Mr. William R. Hambrecht At 7.75% interest with a maturity date of December 31, 2011.