UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended February 28, 2010
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________ to _________________
| Commission File No.: 000-52511 |
| |
ATWOOD MINERALS AND MINING CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 98-0471052 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer ID Number) |
1400 Old Country Road, Suite 206, Westbury, New York 11590 (Address of principal executive offices, including zip code.) (516) 228-0070 (telephone number, including area code) (former address) |
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
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 filter o | Accelerated filter o |
Non-accelerated filter o (Do not check if a smaller reporting company) | 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 o
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 42,700,000 as of April 13, 2010
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| Atwood Minerals and Mining Corp. |
| (An Exploration Stage Company) |
| Balance Sheets |
| | | February 28, | | | November 30, | |
| | | 2010 | | | 2009 | |
| | | (Unaudited) | | | (Audited) | |
| ASSETS | | | | | | |
| Current Assets | | | | | | |
| Cash | | $ | - | | | $ | - | |
| Total Current Assets | | | - | | | | - | |
| Mineral property acquisition costs, less reserve for impairment of $5,000 and $5,000, respectively | | | - | | | | - | |
| Total Assets | | $ | - | | | $ | - | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIENCY) | | | | | | | | |
| Current Liabilities | | | | | | | | |
| Accounts payable | | $ | 52,274 | | | $ | 49,117 | |
| Accrued liabilities | | | 2,829 | | | | 7,246 | |
| Due to related party | | | 57,509 | | | | 41,183 | |
| Total current liabilities | | | 112,612 | | | | 97,546 | |
| Stockholders' Equity (Deficiency) | | | | | | | | |
| Common stock, $0.001 par value; authorized 525,000,000 shares, issued and outstanding 42,700,000 shares and 42,700,000 shares, respectively | | | 42,700 | | | | 42,700 | |
| Additional paid-in capital | | | (19,600 | ) | | | (19,600 | ) |
| Donated capital | | | 77,233 | | | | 77,233 | |
| Deficit accumulated during the exploration stage | | | (212,945 | ) | | | (197,879 | ) |
| Total stockholders' equity (deficiency) | | | (112,612 | ) | | | (97,546 | ) |
| Total Liabilities and Stockholders' Equity (Deficiency) | | $ | - | | | $ | - | |
See notes to financial statements.
| Atwood Minerals and Mining Corp. |
| (An Exploration Stage Company) |
| Statements of Operations |
| (Unaudited) |
| | | Three months ended February 28, 2010 | | | Three months ended February 29, 2009 | | | Cumulative during the exploration stage (May 12, 2005 to February 28, 2010) | |
| | | | | | | | | | |
| Revenue | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| Cost and expenses | | | | | | | | | | | | |
| Donated rent | | | - | | | | - | | | | 9,750 | |
| Donated services | | | - | | | | - | | | | 19,500 | |
| General and administrative | | | 256 | | | | 200 | | | | 10,502 | |
| Impairment of mineral property acquisition costs | | | - | | | | - | | | | 5,000 | |
| Professional fees | | | 14,810 | | | | 10,551 | | | | 168,193 | |
| Total Costs and Expenses | | | 15,066 | | | | 10,751 | | | | 212,945 | |
| Net Loss | | $ | (15,066 | ) | | $ | (10,751 | ) | | $ | (212,945 | ) |
| | | | | | | | | | | | | |
| Net Loss per share | | | | | | | | | | | | |
| Basic and diluted | | $ | (0.00 | ) | | $ | (0.00 | ) | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Number of common shares used to compute loss per share | | | | | | | | | | | | |
| Basic and diluted | | | 42,700,000 | | | | 42,700,000 | | | | | |
| | | | | | | | | | | | | |
| See notes to financial statements. |
| Atwood Minerals and Mining Corp. |
| (An Exploration Stage Company) |
| Statements of Stockholders' Equity (Deficiency) |
| For the period May 12, 2005 (Inception) to February 28, 2010 |
| | | Common Stock, $0.0001 Par Value | | | Additional Paid-in | | | Donated | | | Deficit Accumulated During the Exploration | | | Total Stockholders' Equity | |
| | | Shares | | | Amount | | | Capital | | | Capital | | | Stage | | | (Deficiency) | |
| Common stock issued for cash: | | | | | | | | | | | | | | | | | | |
| - at a price of $0.00014 per share | | | 35,700,000 | | | $ | 35,700 | | | $ | (30,600 | ) | | $ | - | | | $ | - | | | $ | 5,100 | |
| - at a price of $0.00143 per share | | | 5,600,000 | | | | 5,600 | | | | 2,400 | | | | - | | | | - | | | | 8,000 | |
| - at a price of $0.00714 per share | | | 1,400,000 | | | | 1,400 | | | | 8,600 | | | | - | | | | - | | | | 10,000 | |
| Donated services and rent | | | - | | | | - | | | | - | | | | 4,500 | | | | - | | | | 4,500 | |
| Net loss for the period May 12, 2005 (inception) to November 30, 2005 | | | - | | | | - | | | | - | | | | - | | | | (15,070 | ) | | | (15,070 | ) |
| Balance, November 30, 2005 | | | 42,700,000 | | | | 42,700 | | | | (19,600 | ) | | | 4,500 | | | | (15,070 | ) | | | 12,530 | |
| Donated services and rent | | | - | | | | - | | | | - | | | | 9,000 | | | | - | | | | 9,000 | |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | (38,197 | ) | | | (38,197 | ) |
| Balance, November 30, 2006 | | | 42,700,000 | | | | 42,700 | | | | (19,600 | ) | | | 13,500 | | | | (53,267 | ) | | | (16,667 | ) |
| Donated services and rent | | | - | | | | - | | | | - | | | | 9,000 | | | | - | | | | 9,000 | |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | (27,271 | ) | | | (27,271 | ) |
| Balance, November 30, 2007 | | | 42,700,000 | | | | 42,700 | | | | (19,600 | ) | | | 22,500 | | | | (80,538 | ) | | | (34,938 | ) |
| Donated services and rent | | | - | | | | - | | | | - | | | | 6,750 | | | | - | | | | 6,750 | |
| Forgiveness of due to related party in connection with change in control | | | - | | | | - | | | | - | | | | 47,983 | | | | - | | | | 47,983 | |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | (43,215 | ) | | | (43,215 | ) |
| Balance, November 30, 2008 | | | 42,700,000 | | | | 42,700 | | | | (19,600 | ) | | | 77,233 | | | | (123,753 | ) | | | (23,420 | ) |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | (74,126 | ) | | | (74,126 | ) |
| Balance, November 30, 2009 | | | 42,700,000 | | | | 42,700 | | | | (19,600 | ) | | | 77,233 | | | | (197,879 | ) | | | (97,546 | ) |
| Unaudited: | | | | | | | | | | | | | | | | | | | | | | | | |
| Net loss for the three months ended February 28, 2010 | | | - | | | | - | | | | - | | | | - | | | | (15,066 | ) | | | (15,066 | ) |
| Balance, February 28, 2010 | | | 42,700,000 | | | $ | 42,700 | | | $ | (19,600 | ) | | $ | 77,233 | | | $ | (212,945 | ) | | $ | (112,612 | ) |
| See notes to financial statements. |
| Atwood Minerals and Mining Corp. |
| (An Exploration Stage Company) |
| Statements of Cash Flows |
| (Unaudited) |
| | | Three months ended February 28, 2010 | | | Three months ended February 29, 2009 | | | Cumulative during the exploration stage (May 12, 2005 to February 28, 2010) | |
| Cash Flows from Operating Activities | | | | | | | | | |
| Net loss | | $ | (15,066 | ) | | $ | (10,751 | ) | | $ | (212,945 | ) |
| Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | | | | | | | | | | | | |
| Donated services and rent | | | - | | | | - | | | | 29,250 | |
| Impairment of mineral property acquisition costs | | | - | | | | - | | | | 5,000 | |
| Changes in operating assets and liabilities | | | | | | | | | | | | |
| Accounts payable and accrued liabilities | | | (1,260 | ) | | | 5,151 | | | | 55,103 | |
| Net cash provided by (used for) operating activities | | | (16,326 | ) | | | (5,600 | ) | | | (123,592 | ) |
| | | | | | | | | | | | | |
| Cash Flows from Investing Activities | | | | | | | | | | | | |
| Acquisition of mineral property | | | - | | | | - | | | | (5,000 | ) |
| Net Cash provided by (used for) investing activities | | | - | | | | - | | | | (5,000 | ) |
| | | | | | | | | | | | | |
| Cash Flows from Financing Activities | | | | | | | | | | | | |
| Proceeds from loans from related party | | | 16,326 | | | | 5,600 | | | | 105,492 | |
| Proceeds from sales of common stock | | | - | | | | - | | | | 23,100 | |
| Net cash provided by (used for) financing activities | | | 16,326 | | | | - | | | | 128,592 | |
| | | | | | | | | | | | | |
| Increase (decrease) in cash | | | - | | | | - | | | | - | |
| Cash, beginning of period | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| Cash, end of period | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| Supplemental Disclosures of Cash Flow Information: | | | | | | | | | | | | |
| Interest paid | | $ | - | | | $ | - | | | $ | - | |
| Income taxes paid | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| Non-cash financing activities: | | | | | | | | | | | | |
| Forgiveness of due to related party in connection with change in control | | $ | - | | | $ | - | | | $ | 47,983 | |
| See notes to financial statements. |
Atwood Minerals and Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements
February 28, 2010
(Unaudited)
| 1. | ORGANIZATION AND BUSINESS OPERATIONS |
Organization
Atwood Minerals and Mining Corp. (the “Company”) was incorporated in the State of Nevada on May 12, 2005.
Exploration Stage Activities
The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining claims. Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage.
| 2. | INTERIM FINANCIAL INFORMATION |
The unaudited financial statements as of February 28, 2010 and for the three months ended February 28, 2010 and 2009 and for the period May 12, 2005 (inception) to February 28, 2010 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of February 28, 2010 and the results of operations and cash flows for the periods ended February 28, 2010 and 2009. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three month period ended February 28, 2010 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending November 30, 2010. The balance sheet at November 30, 2009 has been derived from the audited financial statements at that date.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended November 30, 2009 as included in our Form 10- K filed with the Securities and Exchange Commission on February 24, 2010.
In June 2005, the Company acquired a 100% interest in the STEP mineral claim located in the Nicola Mining Division, British Columbia, Canada for $5,000. The claim is registered in the name of the vendor, who has executed a trust agreement to hold the claim in trust on behalf of the Company.
At November 30, 2005, the Company recognized an impairment loss of $5,000 as it had not been determined whether there were proven or probable reserves on the property.
On December 4, 2008, the Trustee advised the Company that he had performed work on the claim costing $4,750 and that unless the Company notified him of its desire to maintain the claim and pay him $4,750 by December 8, 2008, he would either allow the claim to expire on December 9, 2008 or take control of the claim and apply the work to extend the expiry date of the claim. On December 9, 2008, the Trustee applied the work as assessment to extend the expiry date to December 9, 2009. On May 24, 2009, the Trustee acquired control of the claim.
| 4. | RELATED PARTY BALANCES/TRANSACTIONS |
At February 28, 2010, the Company was indebted to Professional Offshore Opportunity Fund Ltd. (“POOF”), majority stockholder of the Company, in the amount of $57,509 for expenses paid on behalf of the Company. The amounts are unsecured, non-interest bearing and have no specific terms of repayment.
Atwood Minerals and Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements
February 28, 2010
(Unaudited)
On September 1, 2005, the Company issued 35,700,000 shares of common stock at a price of $0.00014 per share for cash proceeds of $5,100.
On November 1, 2005, the Company issued 5,600,000 shares of common stock at a price of $0.00143 per share for cash proceeds of $8,000.
On November 30, 2005, the Company issued 1,400,000 shares of common stock at a price of $0.00714 per share for cash proceeds of $10,000.
On September 22, 2009, the Company increased its authorized common stock from 75,000,000 shares to 525,000,000 shares and implemented a 7 for 1 forward stock split, thereby increasing the number of shares of common stock issued and outstanding from 6,100,000 shares to 42,700,000 shares. The financial statements have been retroactively adjusted to reflect these transactions.
The Company has no stock option plan. At February 28, 2010, there were no stock options, warrants or other dilutive securities outstanding.
The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate of 35% to income (loss) before income taxes. The sources of the difference follow:
| | | | May 12, | |
| | For the three | | 2005 | |
| | months ended | | (Inception) to | |
| | February 28, | | February 28, | |
| | 2010 | | 2010 | |
| | | | | | | |
| Expected tax at 35% | | $ | (5,273 | ) | | $ | (74,531 | ) |
| Donated expenses | | | - | | | | 10,238 | |
| Increase in valuation allowance | | | 5,273 | | | | 64,293 | |
| Income tax provision | | $ | - | | | $ | - | |
Significant components of the Company’s deferred income tax assets are as follows:
| | | February 28, | | | November 30, | |
| | | 2010 | | | 2009 | |
| | | | | | | |
| Net operating loss carryforward | | $ | 64,293 | | | $ | 59,020 | |
| Valuation allowance | | | (64,293 | ) | | | (59,020 | ) |
| Net deferred tax assets | | $ | - | | | $ | - | |
Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $64,293 at February 28, 2010 attributable to the future utilization of the net operating loss carryforward of $183,695 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements. The Company will continue to review this valuation allowance and make adjustments as appropriate. The $183,695 net operating loss carryforward expires $10,570 in year 2025, $29,197 in year 2026, $18,271 in year 2027, $36,465 in year 2028, $74,126 in year 2029 and $15,066 in year 2030.
Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.
The Company has evaluated subsequent event through the filing date of this Form 10-Q and has determined that there were no subsequent events to recognize or disclose in these financial statements.
ITEM 2- MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This section of the this report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.
We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business activities.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the property.
We will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not have enough money to complete our exploration of the property, we will have to find alternative sources, like a public offering, another private placement of securities, or loans from our controlling stockholder or others.
Our controlling stockholder is unwilling to make any commitment to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it, we will either have to suspend activities until we do raise the cash, or cease activities entirely. Other than as described in this paragraph, we have no other financing plans.
We do not own any interest in any property, but merely have the right to conduct exploration activities on one property. Our rights to explore the property are held in trust by the personal owner of the mineral claim under a trust agreement. On December 4, 2008, the trustee advised us that he had performed work on the claim costing $4,750 and that unless we notified him of our desire to maintain the claim and pay him $4,750 by December 8, 2008, he would either allow the claim to expire on December 9, 2008 or take control of the claim and apply the work to extend the expiry date of the claim. On December 9, 2008, the trustee applied the work as assessment to extend the expiry date to December 9, 2009. On May 24, 2009, the trustee acquired control over the claim.
Management is currently evaluating our exploration business, potential new exploration opportunities or exploration situations and ultimately whether it would be advisable to exit the mineral exploration business for a new venture.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.
To become profitable and competitive, we conduct research and exploration of our properties before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our activities. Equity financing could result in additional dilution to existing shareholders.
Results of Activities
From Inception on May 12, 2005 to February 28, 2010
We acquired the right to explore one property containing one claim. We do not own any interest in any property, but merely have the right to conduct exploration activities on one property. The property has been staked and we have initiated exploration activities. Our rights to explore the property are held in trust by the personal owner of the mineral claim under a trust agreement. On December 4, 2008, the trustee advised us that he had performed work on the claim costing $4,750 and that unless we notified him of our desire to maintain the claim and pay him $4,750 by December 8, 2008, he would either allow the claim to expire on December 9, 2008 or take control of the claim and apply the work to extend the expiry date of the claim. On December 9, 2008, the trustee applied the work as assessment to extend the expiry date to December 9, 2009. On May 24, 2009, the trustee acquired control over the claim. Management is currently evaluating our exploration business, potential new exploration opportunities or exploration situations and ultimately whether it would be advisable to exit the mineral exploration business for a new venture.
Since inception until July 14, 2008, we used loans from Mr. Brenner, our former president, to stake the property, to incorporate us, and for legal and accounting expense. Net cash provided by Mr. Brenner since inception on May 12, 2005 to July 14, 2008 (the date of Mr. Brenner’s resignation) was $47,983. The loans were forgiven by Mr. Brenner in connection with the July 14, 2008 sale of his common stock and the release executed by him in connection with such sale. Since July 14, 2008, our controlling stockholder has advanced monies on our behalf to cover operating expenses. At February 28, 2010, we were indebted to our controlling stockholder in the amount of $57,509. This amount is unsecured and has no specific terms of repayment.
Liquidity and Capital Resources
On September 22, 2009, the Company increased its authorized common stock from 75,000,000 shares to 525,000,000 shares and implemented a 7 for 1 forward stock split, thereby increasing the number of shares of common stock issued and outstanding from 6,100,000 shares to 42,700,000 shares. This Form 10-Q has been retroactively adjusted to reflect these transactions.
As of the date of this report, we have yet to generate any revenues from our business activities.
We issued 21,000,000 shares of our common stock to Mr. Walter Brenner on September 1, 2005 pursuant to Reg. S of the Securities Act of 1933. Mr. Brenner was, until July 14, 2008, our president, chief executive officer, treasurer, principal financial officer and a director. Mr. Brenner acquired these shares at a price of $0.00014 per share for total proceeds to us of $3,000.00.
We completed a private placement of 14,700,000 restricted shares of our common stock at a price of $0.00014 per share to the five purchasers on September 1, 2005 pursuant to Reg. S of the Securities Act of 1933. The total amount received from the private placement was $2,100.
We completed a private placement of 5,600,000 restricted shares of our common stock at a price of $0.00143 per share to eight purchasers on November 1, 2005 pursuant to Reg. S of the Securities Act of 1933. The total amount received from the private placement was $8,000.
We completed a private placement of 1,400,000 restricted shares of our common stock at a price of $0.00714 per share to ten purchasers on November 30, 2005 pursuant to Reg. S of the Securities Act of 1933. The total amount received from this offering was $10,000.
As of February 28, 2010, our total assets were $0 and our total liabilities were $112,612.
Recent accounting pronouncements
Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.
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.
ITEM 4- CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.
Controls and Procedures over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting as that term is defined in Rule 13a-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our control environment is the foundation for our system of internal control over financial reporting and is an integral part of our Code of Business Conduct and Ethics and our Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit timely preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
In order to evaluate the effectiveness of our internal control over financial reporting as of February 28, 2010, as required by Section 404 of the Sarbanes-Oxley Act of 2002, our management conducted an assessment, including testing, based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting and, based on that evaluation, concluded that, as of February 28, 2010, our internal control over financial reporting was effective.
This report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this report.
PART II. OTHER INFORMATION
ITEM 1 – LEGAL PROCEEDINGS
None.
ITEM 1A – RISK FACTORS
As a “small reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3 – DEFAULT UPON SENIOR SECURITIES
ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 – OTHER INFORMATION
None.
ITEM 6 - EXHIBITS.
Exhibit No. Document Description
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended. |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 14th day of April, 2010.
| | ATWOOD MINERALS AND MINING CORP. | |
| | | | |
| By: | /s/ Greg Goldberg | |
| | | Greg Goldberg | |
| | | President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole Director | |
| | | | |
