UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D. C. 20549





FORM
10-K





[X]
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December 31,
2008





Commission
file number 333-152417





GREENWOOD
GOLD RESOURCES, INC.


(Exact
name of registrant as specified in its charter)





Nevada


(State
or other jurisdiction of incorporation or organization)





4285
S.W. Martin Highway


Palm
City, FL


34990


(Address
of principal executive offices, including zip code.)





(772)
288-2775


(Registrant's
telephone number, including area code)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. [   ]
Yes   No [ X ]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act: [   ] Yes No [ X
]





Indicate
by check mark whether the registrant(1) has filed all reports required 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 day.   [ X ]
Yes [   ] No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulations S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy if information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[   ]





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 if 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 Act). [X]
Yes   [  ] No





On
February 4, 2009, the Registrant had 6,327,750 outstanding common shares of
voting common stock.





The
aggregate market value of the voting common stock held by non-affiliates
(3,327,750 shares of voting common stock) as of June 30, 2008, was $ 998,325,
computed at $0.30 per share using the latest price of our common stock from our
most recent private offering, assuming solely for the purposes of this
calculation that the directors and executive officers of the issuer are
“affiliates”.  This determination of affiliate status is not
necessarily a conclusive determination for other purposes.








PART
I








ITEM
1.                      BUSINESS





We were
incorporated on March 26, 2008. We are an exploration stage corporation. An
exploration stage corporation is one engaged in the search for mineral deposits
or reserves which are not in either the development or production stage. We
intend to conduct exploration activities on one property located in Central
Newfoundland, Canada. Record title to the property upon which we intend to
conduct exploration activities is held in the name of Gary D. Alexander, our
president.  The property consists of 13 claim blocks totaling 325
hectares or approximately 803 acres. We intend to explore for gold on the
property. We have not yet generated or realized any revenues from our business
operations.





The property is undeveloped raw
land.  Detailed exploration and surveying has not been
initiated.  The only events that have occurred are:  the
acquisition of the Greenwood Pond mineral claim by our sole officer and
director, Gary D. Alexander, who is the record owner, holding the claim in trust
for the Company and the preparation of an independent Geological Report,
containing a proposed two phase exploration program dated April 30, 2008 by
Richard Jeanne, consulting geologist. We have consulted with our geologist to
discuss plans for the commencement of Phase 1 of our exploration
program.





We have not yet commenced the field
work phase of our initial exploration program.  Exploration is
currently in the planning stages.  Our exploration program is
exploratory in nature and there is no assurance that a commercially viable
mineral deposit, a reserve, exists in the property until further exploration is
done and a comprehensive evaluation concludes economic and legal
feasibility.





Our
administrative office is located at 4285 S.W. Martin Highway, Palm City, Florida
34990 and our telephone number is (772) 288-2775. Our registered statutory
office is located at 1802 North Carson Street, Suite 212, Carson City, Nevada
89701. Our mailing address is the same as our administrative office, at 4285
S.W. Martin Highway, Palm City, Florida 34990.





Since inception, we issued 6,327,750
shares of common stock via private placement for cash proceeds of
$42,575.  In April 2008, we issued 3,000,000 restricted shares of
common stock to Gary D. Alexander; our sole officer and director pursuant to
Section 4(2) of the Securities Act of 1933.  The shares were sold in a
private transaction to Mr. Alexander.  No commissions were paid to
anyone in connection with the sale of the shares and general solicitation was
not made to anyone.





In May 2008 we completed a private
placement of 3,327,750 shares of common stock to 33 investors in consideration
of $39,575.   The shares were issued as restricted securities
pursuant to the exemption from registration contained in Regulation 504 of the
Securities Act of 1933 in that a Form D was filed with the Securities and
Exchange Commission; we raised less than $1,000,000 in the last twelve months;
and, each purchaser was solicited by Mr. Alexander, our sole officer and
director.


2








ITEM
1A.                                RISK
FACTORS





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








ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS





None.








ITEM
      2.
            PROPERTIES








Our administrative office is located at
4285 S.W. Martin Highway, Palm City, FL, 34990 and our telephone number is (772)
288-2775. Beginning June 1, 2008, the Company entered into a sublease agreement
for approximately 144 square feet of executive style office space with an
unrelated third party for an initial term of one year. Additional terms include
annual rental in the amount of $1,800 plus applicable state and local taxes
payable at a rate of $150 per month with first payment due June 1, 2008 and an
option to renew for an additional one year at an annual rent amount to be agreed
upon. A separate security deposit requirement was waived by mutual agreement of
the parties.





In April 2008, we acquired the right to
explore one property located in central Newfoundland, Canada.  We do
not own any property. The property consists of thirteen mineral title cells
comprising 803 acres (325 hectares).  Newfoundland allows a mineral
explorer to claim a portion of available Crown lands as its exclusive area for
exploration by registering the claim area on the Newfoundland and Labrador
Department of Natural Resources Online Claims Staking system. The Online Claims
Staking system is the Internet-based Newfoundland system used to register,
maintain and manage the claims. A cell is an area which appears electronically
on the Newfoundland Internet Mineral Titles Online Grid and was formerly called
a claim. A claim is a grant from the Crown of the available land within the
cells to the holder to remove and sell minerals. The online grid is the
geographical basis for the cell.  Previously, the claim was
established by sticking stakes in the ground to define the area and then
recording the staking information. The staking system is now antiquated in
Newfoundland and has been replaced with the online grid. The property was staked
by Richard A. Jeanne, a non-affiliated third party. Mr. Jeanne is a
self-employed professional geologist residing in Reno, NV.  Record
title to the property upon which we intend to conduct exploration activities is
held in the name of Gary D. Alexander, our president.





In April
2008, Mr. Alexander executed a declaration of trust acknowledging that he holds
the property in trust for us and he will not deal with the property in any way,
except to transfer the property to us. In the event that Mr. Alexander transfers
title to a third party, the declaration of trust will be used as evidence that
he breached his fiduciary duty to us. Mr. Alexander has not provided us with a
signed or executed bill of sale in our favor.





3





Under Newfoundland law, title to
Newfoundland mineral claims can only be held by Newfoundland
residents.  In the case of corporations, title must be held by a
Newfoundland corporation.  Since we are an American corporation, we
can never possess legal mineral claim to the land.  In order to comply
with the law we would have to incorporate a Newfoundland wholly owned subsidiary
corporation and obtain audited financial statements.  We believe those
costs would be a waste of our money at this time. Accordingly, we have elected
not to create the subsidiary at this time, but will do so if mineralized
material is discovered on the property.





In the
event that we find mineralized material and the mineralized material can be
economically extracted, we will form a wholly owned Newfoundland subsidiary
corporation and Mr. Alexander will convey title to the property to the wholly
owned subsidiary corporation. Should Mr. Alexander transfer title to another
person and that deed is recorded before we record our documents, that other
person will have superior title and we will have none. If that event occurs, we
will have to cease or suspend operations. However, Mr. Alexander will be liable
to us for monetary damages for breaching the terms of his agreement with us to
transfer his title to a subsidiary corporation we create.





In the
19th
century the practice of reserving the minerals from fee simple Crown grants was
established. Legislation now ensures that minerals are reserved from Crown land
dispositions. All Canadian lands and minerals which have not been granted to
private persons are owned by either the federal or provincial governments in the
name of Her Majesty Elizabeth II. The result is that the Crown is the largest
mineral owner in Canada, both as the fee simple owner of Crown lands and through
mineral reservations in Crown grants. Most privately held mineral titles are
acquired directly from the Crown. The Greenwood Pond property is one such
acquisition. Accordingly, fee simple title to the property resides with the
Crown. Ungranted minerals are commonly known as Crown
minerals.  Ownership rights to Crown minerals are vested by the
Canadian Constitution in the province where the minerals are located. In the
case of our property, that is the Province of Newfoundland.





The
property is comprised of mining leases issued pursuant to the Newfoundland
Mineral Act. The lessee has exclusive rights to mine and recover all of the
minerals contained within the surface boundaries of the lease vertically
downward. The Crown does not have the right to reclaim provided the claims are
maintained in good standing. The Crown could reclaim the property in an eminent
domain proceeding, but would have to compensate the lessee for the value of the
claim if it exercised the right of eminent domain. It is highly unlikely that
the Crown will exercise the power of eminent domain. In general, where eminent
domain has been exercised it has been in connection with incorporating the
property into a provincial park.





The
property is unencumbered and there are no competitive conditions which affect
the property. Further, there is no insurance covering the property and we
believe that no insurance is necessary since the property is unimproved and
contains no buildings or improvements.





There are
no native land claims that affect title to the property. We have no plans to try
to interest other companies in the property if mineralization is found. If
mineralization is found, we will try to develop the property
ourselves.





Claims





The
following is a list of tenure numbers, claim, and expiration date of our
claims:


4





Number
      of
              Date
      ofLicense
      No.
              Claim
      Name
              MTO
      Cells
              Expiration014760M
              Greenwood
      Pond Property
              13
              04/07/2013





The
minimum annual assessment work required to be done to maintain the claims will
be approximately $ 2,600.00.  If the minimum amount is not expended,
we must pay a security deposit that when added to the amount of work done, will
equal $2,600.00.





Location
and Access





The
Greenwood Pond property is located in central Newfoundland,
Canada.  It comprises 325 hectares or approximately 803 acres,
approximately centered at latitude 480 37= 33" North,
longitude 550 13= 50"
West.





The
property is located about 35 miles southwest of Gander between the Northwest and
Southwest Gander Rivers.  Access to the property can be gained via the
Salmon Pond access road that leaves the Trans-Canada Highway at Glenwood and
extends southwestward along the west side of the Northwest Gander
River.  At 31.5 km, a branch road to the left crosses the river over a
steel bridge and continues southwest along the east side of the
river.  Approximately 10 miles from the bridge, a branch road to the
left leads to Greenwood Pond.




Groceries
and general supplies and services such as air transportation, car rentals,
banking, restaurants and lodging are available in the town of Gander, about an
hour and one-half drive from the property.  Gander's population is
about 10,000, but the town provides services to surrounding communities whose
total population approaches 90,000.  The town hosts an international
airport that, historically, was a refueling stop for transatlantic
flights.





Physiography





The
topography is relatively flat over much of the property, but slopes steeply
toward the Northwest Gander River along its western edge.  Forest
cover is dominated by black spruce with lesser amounts of balsam fir, white
birch, aspen and locally common white pine. Boggy areas are common and during
the spring and early summer can impede vehicular travel.  Elevations
range between 260 feet and 525 feet above sea level.




The
region receives abundant snowfall during the winter months, making geological
exploration and other related activities impractical during this
time.  The climate during the remainder of the year is
moderate.





History





There is
evidence of previous exploration activity on the property.





5


Regional
Geology





The
Greenwood Pond property lies within the Dunnage tectonostratigraphic zone which
encompasses much of central Newfoundland.  The Dunnage zone consists
of telescoped, early to middle Paleozoic oceanic terrane remnants comprised of
volcaniclastic to epiclastic sedimentary rocks and ophiolitic and arc-to
back-arc-volcanic rocks.





Property
Geology





The
eastern portion of the property is underlain by sandstone, greywacke, shale and
conglomerate interbedded with laminated gray-green siltstone.  The
western portion of the property is underlain by red and green siltstone,
sandstone, minor interbedded greywacke, locally graphitic shale, and minor
cobble conglomerate.   Both of these units have been intruded by
gabbroic rocks.





Supplies





Competition
and unforeseen limited sources of supplies in the industry could result in
occasional spot shortages of supplies, such as dynamite, and certain equipment
such as bulldozers and excavators that we might need to conduct exploration. We
have not attempted to locate or negotiate with any suppliers of products,
equipment or materials. We will attempt to locate products, equipment and
materials after this offering is complete. If we cannot find the products and
equipment we need, we will have to suspend our exploration plans until we do
find the products and equipment we need.





Other
Property





Other
than our interest in the property, we own no plants or other property. With
respect to the property, our right to conduct exploration activity is based upon
our oral agreement with Mr. Alexander. Under this oral agreement, he has allowed
us to conduct exploration activity on the property. Mr. Alexander holds the
property in trust for us pursuant to a declaration of trust.








ITEM
      3.
            LEGAL
      PROCEEDINGS





We are not party to any pending
litigation and to the best of our knowledge none is contemplated or
threatened.








ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS





During the fourth quarter, there were
no matters submitted to a vote of our shareholders.








PART
II





ITEM
      5.
            MARKET
      FOR COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
      EQUITY SECURITIES





Our
shares of Common Stock are issued in registered form.  Signature Stock
Transfer, Inc. PMB 317, 2220 Coit Road, Suite 480, Plano, TX 75075, Telephone:
(972) 612-4120; Facsimile: (972) 612-4122 is the transfer agent for our common
shares.





On February 23, 2009, subsequent to the
period covered by this report, our common stock was approved for quotation on
the Financial Industry Regulatory Association’s Over-the-Counter Bulletin
Board.  Our shares are listed under the trading symbol GGRI.OB and the
price of the shares will be established by the market.




6





Holders





As at February 4, 2009 the Company had
34 shareholders of record of common stock, including shares held by brokerage
clearing houses, depositories or otherwise in unregistered form.  The
beneficial owners of such shares are not known to the Company.





Dividends





The Company has not declared any cash
dividends with respect to its common stock and does not intend to declare
dividends in the foreseeable future.  There are no material
restrictions limiting, or that are likely to limit the Company’s ability to pay
dividends in its common stock.





Section Rule 15(g) of the Securities Exchange Act of
1934





Our shares are covered by section 15(g)
of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through
15g-6, and 15g-9 promulgated thereunder. They impose additional sales practice
requirements on broker/dealers who sell our securities to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
spouses).





Rule 15g-1 exempts a number of specific
transactions from the scope of the penny stock rules.





Rule 15g-2 declares unlawful
broker/dealer transactions in penny stocks unless the broker/dealer has first
provided to the customer a standardized disclosure document.





Rule 15g-3 provides that it is unlawful
for a broker/dealer to engage in a penny stock transaction unless the
broker/dealer first discloses and subsequently confirms to the customer current
quotation prices or similar market information concerning the penny stock in
question.





Rule 15g-4 prohibits broker/dealers
from completing penny stock transactions for a customer unless the broker/dealer
first discloses to the customer the amount of compensation or other remuneration
received as a result of the penny stock transaction.





Rule 15g-5 requires that a
broker/dealer executing a penny stock transaction, other than one exempt under
Rule 15g-1, disclose to its customer, at the time of or prior to the
transaction, information about the sales persons compensation.





Rule 15g-6 requires broker/dealers
selling penny stocks to provide their customers with monthly account
statements.




7





Rule 15g-9 requires broker/dealers to
approve the transaction for the customer’s account; obtain a written agreement
from the customer setting forth the identity and quantity of the stock being
purchased; obtain from the customer information regarding his investment
experience; make a determination that the investment is suitable for the
investor; deliver to the customer a written statement for the basis for the
suitability determination; notify the customer of his rights and remedies in
cases of fraud in penny stock transactions; and, the FINRA's toll free telephone
number and the central number of the North American Administrators Association,
for information on the disciplinary history of broker/dealers and their
associated persons.





The application of the penny stock
rules may affect your ability to resell your shares.





Securities
authorized for issuance under equity compensation plans





We do not have any equity compensation
plans and accordingly we have no securities authorized for issuance
thereunder.








ITEM
6.                      SELECTED
FINANCIAL DATA





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








ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





This Management’s Discussion and
Analysis of Financial Condition or Plan of Operation and other sections of this
report contain forward-looking statements that are based on the current beliefs
and expectations of management, as well as assumptions made by, and information
currently available to, the Company’s management.  Because such
statements involve risks and uncertainties, actual actions and strategies and
the timing and expected results thereof may differ materially from those
expressed or implied by such forward-looking
statements.  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.





The following discussion and analysis
of our financial condition and results of operations should be read in
conjunction with the audited financial statements and accompanying notes and
other financial information appearing elsewhere in this annual report on Form
10-K.





History
of Operations





We were incorporated in the State of
Nevada on March 26, 2008. We are an exploration stage corporation. An
exploration stage corporation is one engaged in the search for mineral deposits
or reserves which are not in either the development or production stage. We
intend to conduct exploration activities on one property; herein referred to as
the Greenwood Pond property. The property consists of thirteen mineral claim
blocks totaling 325 hectares or approximately 803 acres.  Our
exploration target is to find an ore body containing gold.  We have
not yet generated or realized any revenues from our business
operations.





8


Our auditor has 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. There is
no assurance we will ever reach this point. Accordingly, we will need to raise
cash from sources other than the sale of minerals found on our property. Our
only other source for cash at this time is investments by others in our Company.
Since inception, we issued 6,327,750 shares of common stock via private
placement for cash proceeds of $42,575.





In April 2008, we issued 3,000,000
restricted shares of common stock to Gary D. Alexander; our sole officer and
director pursuant to Section 4(2) of the Securities Act of 1933.  The
shares were sold in a private transaction to Mr. Alexander.  No
commissions were paid to anyone in connection with the sale of the shares and
general solicitation was not made to anyone.





In May 2008 we completed a private
placement of 3,327,750 shares of common stock to 33 investors in consideration
of $39,575.   The shares were issued as restricted securities
pursuant to the exemption from registration contained in Regulation 504 of the
Securities Act of 1933 in that a Form D was filed with the Securities and
Exchange Commission; we raised less than $1,000,000 in the last twelve months;
and, each purchaser was solicited by Mr. Alexander, our sole officer and
director.





We had cash resources of $13,099 as
at December 31, 2008.  We do not know how long the money will
last.  This is dependant on the amount of exploration we conduct and
the cost thereof.  We will not know that information until we begin
exploring our property.  If it turns out that we have not raised
enough money to complete our exploration program, we will try to raise
additional funds from a public offering, a private placement or
loans.  At the present time, we have not made any plans to raise
additional money and there is no assurance that we will be able to raise
additional money in the future.





We will be conducting research in
the form of exploration on our property.  We are not going to buy or
sell any plant or significant equipment during the next twelve
months.  We are not intending to buy any equipment until we have
located a body of ore and we have determined it is economical to extract the ore
from the land.





To date we have not performed any
work on the property. We are presently in the exploration stage and we cannot
guarantee that a commercially viable mineral deposit, a reserve, exists in the
property until further exploration is done and a comprehensive evaluation
concludes economic and legal feasibility.





Plan
of Operation





Our
proposed exploration program





Our business plan is to proceed with
the exploration of the Greenwood Pond property to determine whether there are
commercially exploitable ore bodies containing gold.  Our target is
mineralized material. Our success depends upon finding mineralized material.
Mineralized material is a mineralized body that has been delineated by
appropriate spaced drilling or underground sampling to support sufficient
tonnage and average grade of metals to justify removal.  Before
mineral retrieval can begin, we must conduct exploration to determine what
amount of minerals, if any, exist on the property and if any minerals that are
found can be economically extracted and profitably processed.




9





The property is undeveloped raw
land.  Detailed exploration and surveying has not been
initiated.  To our knowledge, the property has never been mined,
although there is evidence of previous exploration activity on the
property.  The only event that has occurred is the recording of the
property and the preparation of the proposed work program by Richard Jeanne;
Consulting Geologist.





We intend to proceed with the proposed
work program as recommended by our consulting geologist.  We intend to
initiate a mapping and sampling program and will begin to compile a geologic
profile of the property.  Gold is associated with structurally
controlled hydrothermal veins, so emphasis should be placed on documenting their
locations and characteristics.  Sampling should accompany this phase
to verify the published data and begin the delineation of mineralized
zones.  Prospective locations that exhibit alteration and structural
features indicative of mineralization should be mapped in detail and thoroughly
sampled.  Where these features project into covered areas, trenching
may be necessary to expose bedrock for follow-up mapping and sampling, pending
the results of analyses of the initial sampling program.





The proposed work program involves
undertaking a two phase mineral exploration program consisting of onsite surface
reconnaissance, mapping, sampling and trench site identification followed by
geochemical analyses.  If encouraging results come from the initial
investigation, we would then commence Phase 2. We anticipate the cost of these
programs will total $21,940.





Phase 1 of the recommended geological
exploration program will cost approximately $7,450.   Phase 1
would consist of on-site surface reconnaissance, mapping, sampling and trench
site identification. Geochemical analyses of the samples would follow. Phase 1
of the exploration program would take approximately between 0 to 90 days,
weather permitting. We anticipate commencing this phase of the exploration
program, spring 2009, subject to our geologist, Mr. Jeanne’s availability to
proceed with our proposed exploration program. Upon our review of the results we
will assess whether the results are sufficiently positive to warrant proceeding
with Phase 2 of the exploration program.





Phase 2 of the recommended geological
exploration program will cost approximately $14,490.  We anticipate
that it will take approximately six months to complete Phase 2 of the
exploration program.  Phase 2 would entail on-site trenching, mapping
and sampling followed by further geochemical analyses.  Our geologist
will then be able to compile the data from the assay lab and provide us with a
report. Pending the report results, we will assess whether the results are
sufficiently positive to warrant further programs based upon our consulting
geologist’s review of the results and recommendation.





We do not know if we will find
mineralized material. We believe that activities occurring on adjoining
properties are not material to our activities. The reason is that whatever is
located under adjoining property may or may not be located under our property.
We do not claim to have any minerals or reserves whatsoever at this time on any
of our property. Our exploration program will not result in the generation of
revenue. It is designed only to determine if mineralized material is located on
the property. Revenue will only be generated if we discover mineralized material
and extract the minerals and sell them. Because we have not found mineralized
material yet, it is impossible to project revenue generation.





If we are unable to complete a phase of
exploration because we do not have enough money, we will cease operations until
we raise additional funds. If we cannot or do not raise additional funds, we
will cease operations. At this time we cannot provide a more detailed discussion
of how our exploration program will work and what we expect our likelihood of
success to be, due to the nature of mineral exploration in unexplored
territories.  We will not move onto a subsequent phase until the phase
we are working on is completed.




10





In order to proceed with any
additional phases, if recommended, we will need to raise additional
capital.  If needed, we will raise additional capital from existing
investors or by offering equity securities to new investors.  We have
no immediate plans to raise any additional funds until we assess the results of
our initial exploration program.





We will be conducting research in the
form of exploration of our property.  We are not going to buy or sell
any plant or significant equipment during the next twelve months.  We
do not intend to buy any equipment until we have located a body of ore and we
have determined it is economical to extract the ore from the land.





We do not intend to interest other
companies in the property if we find mineralized materials. We intend to try to
develop the reserves ourselves.





We have no employees, other than our
sole officer and director, Gary D. Alexander.  We do not intend to
hire additional employees at this time.  All of the property work will
be conducted by unaffiliated independent contractors that we will hire on an
as-needed basis.  The independent contractors will be responsible for
surveying, geology, engineering, exploration and excavation.  The
engineers will advise us on the economic feasibility of removing the mineralized
material and the geologists will evaluate the information derived from the
exploration and excavation.








Results
of Activities





From
Inception on March 26, 2008 to December 31, 2008





We acquired the right to conduct
exploration activity on one mineral claim consisting of thirteen claim blocks,
collectively referred to as the Greenwood Pond property.  The
Greenwood Pond property is located in central Newfoundland,
Canada.  We do not own any interest in the property, but merely have
the right to conduct exploration activities on one property.  We
commissioned Richard Jeanne, Consulting Geologist to prepare a proposed
exploration work program.  We have not commenced any exploration work
but intend to proceed with Phase 1 in the spring of 2009, weather permitting and
subject to our geologist’s availability to proceed with our proposed exploration
program.





Net cash from the sale of shares since
inception on March 26, 2008 to December 31, 2008 was


$42,575.  Since
inception we have used our common stock to raise money for the property title
acquisition, for corporate expenses and to repay outstanding
indebtedness.








Liquidity and Capital
Resources





As of the date of this report, we have
yet to generate any revenues from our business operations.





In April 2008, we issued 3,000,000
restricted shares of common stock to Gary D. Alexander; our sole officer and
director pursuant to Section 4(2) of the Securities Act of 1933.  The
shares were sold in a private transaction to Mr. Alexander.  No
commissions were paid to anyone in connection with the sale of the shares and
general solicitation was not made to anyone.





In May 2008 we completed a private
placement of 3,327,750 shares of common stock to 33 investors in consideration
of $39,575.   The shares were issued as restricted securities
pursuant to the exemption from registration contained in Regulation 504 of the
Securities Act of 1933 in that a Form D was filed with the Securities and
Exchange Commission; we raised less than $1,000,000 in the last twelve months;
and, each purchaser was solicited by Mr. Alexander, our sole officer and
director.




11





As of December 31, 2008 we had $13,099
in total current assets and total current liabilities of $1,280 for a working
capital position of $11,819.  Total liabilities were comprised of
professional fees.





We do not believe that we can sustain
our operations from existing working capital and operations over the next 12
months, as we have yet to commence operations, and have not generated any
revenues there can be no assurance that we can generate significant revenues
from operations.  During the next twelve months, we expect to incur
indebtedness for carrying out our proposed exploration program, administrative
and professional charges associated with preparing, reviewing, auditing and
filing our financial statements and our periodic and other disclosure documents
to maintain the Company in good standing.   For the twelve months
ending December 31, 2009, we have budgeted $25,000 for professional fees for our
periodic filing requirements and miscellaneous office and filing fees and
expenses.





We will require additional working
capital, as we currently have inadequate capital to fund all of our business
strategies, which could severely limit our operations. At the present time, we
have not made any arrangements to raise additional cash.  If we need
additional cash and cannot raise it, we will either have to suspend operations
until we do raise the cash, or cease operations entirely.





Recent
accounting pronouncements





In
October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active,which
addresses the application of Statement of Financial Accounting Standards
(“SFAS”) No.157 for illiquid financial instruments.  FSP FAS 157-3
clarifies that approaches to determining fair value other than the market
approach may be appropriate when the market for a financial asset is not
active.  The Company does not expect the adoption of FSP FAS 157-3 to
have a material effect on the Company’s financial statements.





In June 2008, the Financial Accounting
Standards Board (FASB) issued FSP EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions are Participating
Securities”.  FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting
and affects entities that accrue cash dividends on share-based payment awards
during the awards’ service period when the dividends do not need to be returned
if the employees forfeit the awards.  FSP EITF 03-6-1 states that all
outstanding unvested share-based payment awards that contain rights to
nonforfeitable dividends participate in undistributed earnings with common
shareholders and, therefore, need to be included in the earnings allocation in
computing earnings per share under the two-class method.  FSP EITF
03-6-1 is effective for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years.  The Company does not
expect the adoption of FSP EITF 03-6-1 to have a material impact on its
financial statements.




In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS No. 163
requires that an insurance enterprise recognize a claim liability prior to an
event of default when there is evidence that credit deterioration has occurred
in an insured financial obligation. It also clarifies how Statement 60 applies
to financial guarantee insurance contracts, including the recognition and
measurement to be used to account for premium revenue and claim liabilities, and
requires expanded disclosures about financial guarantee insurance contracts. It
is effective for financial statements issued for fiscal years beginning after
December 15, 2008, except for some disclosures about the insurance enterprise’s
risk-management activities. SFAS No. 163 requires that disclosures about the
risk-management activities of the insurance enterprise be effective for the
first period beginning after issuance. Except for those disclosures, earlier
application is not permitted. The adoption of this statement is not expected to
have a material effect on the Company’s financial statements.




12




In May 2008, the FASB issued SFAS No.
162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162
identifies the sources of accounting principles and the framework for selecting
the principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles in the United States. It is effective 60 days
following the SEC’s approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles”. The adoption of this statement is not
expected to have a material effect on the Company’s financial
statements.





In March 2008, the Financial Accounting
Standards Board (“FASB”) issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment to FASB Statement No.
133”.  SFAS No. 161 is intended to improve financial standards
for derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity's financial position, financial performance, and cash flows. Entities are
required to provide enhanced disclosures about: (a) how and why an entity uses
derivative instruments; (b) how derivative instruments and related hedged items
are accounted for under Statement 133 and its related interpretations; and (c)
how derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows.  It is effective for
financial statements issued for fiscal years beginning after November 15, 2008,
with early adoption encouraged.  The Company is currently evaluating
the impact of SFAS No. 161 on its financial statements, and the adoption of this
statement is not expected to have a material effect on the Company’s financial
statements.








ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





None.














13








ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA.















GREENWOOD
GOLD RESOURCES, INC.


(An
Exploration Stage Company)


Financial
Statements


(Expressed
in U.S. Dollars)








Index





Report of
Independent Registered Public Accounting Firm    
F–1





Balance
Sheets         F–2





Statements
of Operations             F–3





Statements
of Cash Flows       F–4





Statements
of Stockholders’ Equity            F–5





Notes to
the Financial Statements     F–6

















14


Randall
N. Drake, C.P.A., P.A.


1981
Promenade Way


Clearwater,
FL  33760


727-536-4863











REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Stockholders and Board of Directors of Greenwood Gold Resources,
Inc.:





We have
audited the accompanying balance sheet of Greenwood Gold Resources, Inc. (an
exploration stage company) as of December 31, 2008 and the statements of
operations, stockholders' equity and cash flows for the period from March 26,
2008 (date of inception) through December 31, 2008. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our
audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.





In our
opinion, these financial statements present fairly, in all material respects,
the financial position of Greenwood Gold Resources Inc. as of December 31, 2008
and the results of its operations and its cash flows for the period from March
26, 2008 (date of inception) through December 31, 2008 in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not generated revenues since inception, has incurred
losses in developing its business, and further losses are anticipated. The
Company requires additional funds to meet its obligations and the costs of its
operations. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in this regard are described in
Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





Randall N. Drake, CPA,
PA





Randall
N. Drake CPA, PA





Clearwater,
FL


March 27,
2009











F-1
 15


Greenwood
Gold Resources, Inc.


(An
Exploration Stage Company)


Balance
Sheet








As
      at
                December
      31, 2008ASSETSCurrent
      AssetsCash
              $
              13,099TOTAL
      ASSETS
              $
              13,099LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable
              $
              1,280Total
      Liabilities
              $
              1,280Stockholders’
      EquityCommon
      stock (Note 5)75,000,000
      shares authorized, with a $0.001 par value,6,327,750
      shares issued and outstanding
              $
              6,327Additional
      paid-in capital
              
              36,248Accumulated
      Deficit
              
              (30,756
              )Total
      Stockholders’ Equity
              $
              11,819Total
      Liabilities and Stockholders’ Equity
              $
              13,099


























The
accompanying notes are an integral part of these financial
statements
 
 F-2
 16


Greenwood
Gold Resources, Inc.


(An
Exploration Stage Company)


Statement
of Operations











Cumulative
      results
                  from
      March 26, 2008
                  (date
      of inception)
                  to
      December 31, 2008REVENUE
                $
                -EXPENSESGeneral
      office expenses
                $
                924Accounting
      Fees
                
                6,000Legal
      fees
                
                16,030Mineral
      property costs
                
                3,780Postage
      and Delivery
                
                863Rent
      - Office
                
                1,118Transfer
      agent and filing fees
                
                2,041Total
      Expenses
                $
                30,756Net
      Loss
                $
                (30,756
                )Earnings
      (Loss) Per ShareBasic
                $
                (0.00
                )Diluted
                $
                (0.00
                )Weighted
      Average Number of Shares OutstandingBasic
                
                4,305,387Diluted
                
                4,305,387
























































The
accompanying notes are an integral part of these financial
statements
 
 F-3
 17


Greenwood
Gold Resources, Inc.


(An
Exploration Stage Company)


Statements
of Cash Flows











Cumulative
                  From
      March 26, 2008
                  (date
      of inception)
                  to
      December 31, 2008CASH
      FROM OPERATING ACTIVITIES:Accumulated
      Deficit
                $
                (30,756
                )Changes
      in operating assets and liabilitiesAccounts
      payable
                
                1,280Net
      Cash Used in Operating Activities
                
                (29,476
                )CASH
      FROM FINANCING ACTIVITIES:Proceeds
      from issuance of common stock
                
                42,575Net
      Cash from Financing Activities
                
                42,575Net
      increase (decrease) in Cash
                
                13,099Cash,
      Beginning
                
                –Cash,
      Ending
                $
                13,099





The
accompanying notes are an integral part of these financial
statements
 
 F-4
 18





Greenwood
Gold Resources, Inc.


(An
Exploration Stage Company)


Statements
of Stockholders’ Equity (Deficit)


For
the period from March 26, 2008 (Date of Inception) to December 31,
2008


(Expressed
in U.S. Dollars)








Common
      Shares
                                    Additional
      Paid-in Capital
                                    Deficit
      Accumulated during the ExplorationNumber
                                    Par
      Value
                                    (Discount)
                                    Stage
                                    
                                    Total$
                                    
                                    $
                                    
                                    $
                                    
                                    
                                    $Balance
      March 26, 2008
                                      (Date
      of Inception)
                                    
                                    –
                                    
                                    –
                                    
                                    –
                                    
                                    –
                                    
                                    
                                    –Shares
      issued for cash on April 1, 2008
                                      at
      $0.001 per share
                                    
                                    3,000,000
                                    
                                    3,000
                                    
                                    –
                                    
                                    –
                                    
                                    
                                    3,000Shares
      issued for cash on April 29, 2008
                                      at
      $0.005 per share
                                    
                                    3,250,000
                                    
                                    3,250
                                    
                                    13,000
                                    
                                    –
                                    
                                    
                                    16,250Shares
      issued for cash on May 29, 2008
                                      at
      $0.30 per share
                                    
                                    77,750
                                    
                                    78
                                    
                                    23,247
                                    
                                    --
                                    
                                    
                                    23,325Net
      loss for the year
                                    
                                    –
                                    
                                    –
                                    
                                    –
                                    
                                    ( 30,756
                                    )
                                    
                                    (
      30,756
                                    )Balance,
      December 31, 2008
                                    
                                    6,327,750
                                    
                                    6,328
                                    
                                    36,247
                                    
                                    ( 30,756
                                    )
                                    
                                    11,819

























































































The
accompanying notes are an integral part of these financial
statements
 
 F-5
 19


Greenwood
Gold Resources, Inc.


(An
Exploration Stage Company)


Notes to
the Financial Statements


December
31, 2008





1.   Nature
of Operations and Continuance of Business





Greenwood
Gold Resources, Inc (“the Company”) was incorporated in the State of Nevada on
March 26, 2008. The Company is an Exploration Stage Company, as defined by
Statement of Financial Accounting Standard (“SFAS”) No. 7 “Accounting and
Reporting by Development Stage Enterprises”. The Company’s business plan is to
acquire, explore and develop mineral properties. The Company has not determined
whether its mining claims contain ore reserves that are economically
recoverable.





These
financial statements have been prepared on a going concern basis, which implies
the Company will continue to realize its assets and discharge its liabilities in
the normal course of business.  The Company has never generated
revenues since inception and has never paid any dividends and is unlikely to pay
dividends or generate earnings in the immediate or foreseeable
future.  At December 31, 2008 the Company has limited cash resources
and will likely require new financing, either through issuing shares or debt, to
continue the development of its business.  Management intends to offer
additional common stock; however, there can be no assurance that management will
be successful in raising the funds necessary to maintain operations, or that a
self-supporting level of operations will ever be achieved. The likely outcome of
these future events is indeterminable. The continuation of the Company as a
going concern is dependent upon the ability of the Company to determine the
existence of economically recoverable reserves in its resource properties,
confirmation of the Company’s interests in the underlying properties, obtain
necessary financing and then profitable operations.  As of December
31, 2008, the Company has never generated any revenues and has accumulated
losses of $30,756 since inception.  These financial statements do not
include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. These factors raise
substantial doubt regarding the Company’s ability to continue as a going
concern.








2.      Summary
of Significant Accounting Policies





a)      Basis of
Presentation





The
financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America and are
expressed in U.S. dollars. The Company’s fiscal year-end is December 31st.


b)      Use of
Estimates and Assumptions


The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. The Company regularly evaluates estimates and assumptions
related to deferred income tax asset valuation allowances.







F-6
 20


Greenwood
Gold Resources, Inc.


(An
Exploration Stage Company)


Notes to
the Financial Statements


December
31, 2008





2.      Summary
of Significant Accounting Policies (continued)





b)  Use of
Estimates and Assumptions (continued)




The
Company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and
expenses that are not readily apparent from other sources. The actual results
experienced by the Company may differ materially and adversely from the
Company’s estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be
affected.




c)      Cash
and Cash Equivalents




The
Company considers all highly liquid instruments with maturity of three months or
less at the time of issuance to be cash equivalents.





d)      Mineral
Property Costs





The
Company has been in the exploration stage since its inception on March 26, 2008
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 exploration costs are expensed as incurred. Mineral property
acquisition costs are initially capitalized when incurred using the guidance in
Emerging Issues Task Force (“EITF”) 04-02, “Whether Mineral Rights Are Tangible
or Intangible Assets”. The Company assesses the carrying costs for impairment
under Statement of Financial Accounting Standard (“SFAS”) No.144, “Accounting
for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end.
When it has been determined that a mineral property can be economically
developed as a result of establishing proven and probable reserves, the costs
then incurred to develop such property, are capitalized. Such costs will be
amortized using the units-of-production method over the estimated life of the
probable reserve.  If mineral properties are subsequently abandoned or
impaired, any capitalized costs will be charged to operations.





e)
            Financial
      Instruments




The fair
values of cash, accounts payable, accrued liabilities and due to related
partyapproximate their carrying values because of the short-term maturity of
these instruments.





f)
            Concentration
      of Credit Risk





Financial
instruments that potentially subject the Company to credit risk consist
principally of cash. Cash was deposited with a high quality credit
institution.


F-7
 21





Greenwood
Gold Resources, Inc.


(An
Exploration Stage Company)


Notes to
the Financial Statements


December
31, 2008





2.      Summary
of Significant Accounting Policies (continued)





g)
            Foreign
      Currency Translation





The
Company’s functional and reporting currency is the United States dollar.
Occasional transactions may occur in Canadian dollars and management has adopted
SFAS No. 52 “Foreign
Currency Translation”. Monetary assets and liabilities denominated in foreign
currencies are translated using the exchange rate prevailing at the balance
sheet date. Non-monetary assets and liabilities denominated in foreign
currencies are translated at rates of exchange in effect at the date of the
transaction. Average monthly rates are used to translate revenues and expenses.
Gains and losses arising on translation or settlement of foreign currency
denominated transactions or balances are included in the determination of
income. The Company has not, to the date of these financials statements, entered
into derivative instruments to offset the impact of foreign currency
fluctuations.





h)
            Income
      Taxes




The
Company accounts for income taxes using the asset and liability method in
accordance with SFAS No. 109, “Accounting for Income Taxes”. The asset and
liability method provides that deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary differences
between the financial reporting and tax bases of assets and liabilities, and for
operating loss and tax credit carryforwards. Deferred tax assets and liabilities
are measured using the currently enacted tax rates and laws that will be in
effect when the differences are expected to reverse. The Company records a
valuation allowance to reduced deferred tax assets to the amount that is
believed more likely than not to be realized.





i)
            Stock-based
      Compensation





The
Company has not adopted a stock option plan and has not granted any stock
options. No stock based compensation has been granted to date.





j)
            Loss
      Per Share





The
Company computes loss per share in accordance with SFAS No. 128, “Earnings per
Share” which requires presentation of both basic and diluted earnings per share
on the face of the statement of operations.  Basic loss per share is
computed by dividing net loss available to common shareholders by the weighted
average number of outstanding common shares during the period. Diluted loss per
share gives effect to all dilutive potential common shares outstanding during
the period. Dilutive loss per share excludes all potential common shares if
their effect is anti-dilutive.


F-8
 22





Greenwood
Gold Resources, Inc.


(An
Exploration Stage Company)


Notes to
the Financial Statements


December
31, 2008





2.      Summary
of Significant Accounting Policies (continued)





k)
            Recent
      Accounting Pronouncements





In
October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active,which
addresses the application of Statement of Financial Accounting Standards
(“SFAS”) No.157 for illiquid financial instruments.  FSP FAS 157-3
clarifies that approaches to determining fair value other than the market
approach may be appropriate when the market for a financial asset is not
active.  The Company does not expect the adoption of FSP FAS 157-3 to
have a material effect on the Company’s financial statements.





In June
2008, the Financial Accounting Standards Board (FASB) issued FSP EITF 03-6-1,
“Determining Whether Instruments Granted in Share-Based Payment Transactions are
Participating Securities”.  FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting and affects entities that accrue cash dividends on
share-based payment awards during the awards’ service period when the dividends
do not need to be returned if the employees forfeit the awards.  FSP
EITF 03-6-1 states that all outstanding unvested share-based payment awards that
contain rights to nonforfeitable dividends participate in undistributed earnings
with common shareholders and, therefore, need to be included in the earnings
allocation in computing earnings per share under the two-class
method.  FSP EITF 03-6-1 is effective for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years.  The
Company does not expect the adoption of FSP EITF 03-6-1 to have a material
impact on its financial statements.




In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS No. 163
requires that an insurance enterprise recognize a claim liability prior to an
event of default when there is evidence that credit deterioration has occurred
in an insured financial obligation. It also clarifies how Statement 60 applies
to financial guarantee insurance contracts, including the recognition and
measurement to be used to account for premium revenue and claim liabilities, and
requires expanded disclosures about financial guarantee insurance contracts. It
is effective for financial statements issued for fiscal years beginning after
December 15, 2008, except for some disclosures about the insurance enterprise’s
risk-management activities. SFAS No. 163 requires that disclosures about the
risk-management activities of the insurance enterprise be effective for the
first period beginning after issuance. Except for those disclosures, earlier
application is not permitted. The adoption of this statement is not expected to
have a material effect on the Company’s financial statements.




In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”. SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles”. The adoption of this statement is not expected to have a material
effect on the Company’s financial statements.


F-9
 23


Greenwood
Gold Resources, Inc.


(An
Exploration Stage Company)


Notes to
the Financial Statements


December
31, 2008








2.      Summary
of Significant Accounting Policies (continued)





k)
            Recent
      Accounting Pronouncements
(continued)





In March
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161,
“Disclosures about Derivative
Instruments and Hedging Activities – an amendment to FASBStatement No.
133”.  SFAS No. 161 is intended to improve financial standards
for derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity's financial position, financial performance, and cash flows. Entities are
required to provide enhanced disclosures about: (a) how and why an entity uses
derivative instruments; (b) how derivative instruments and related hedged items
are accounted for under Statement 133 and its related interpretations; and (c)
how derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows.  It is effective for
financial statements issued for fiscal years beginning after November 15, 2008,
with early adoption encouraged.  The Company is currently evaluating
the impact of SFAS No. 161 on its financial statements, and the adoption of this
statement is not expected to have a material effect on the Company’s financial
statements.








3.
            Mineral
      Properties





On April
30, 2008, the Company, through its President and director, acquired title to a
mineral property in the southwest of Gander, Central Newfoundland; herein
referred to as “Greenwood Pond Property”. The claim is registered in the name of
the President of the Company, who is holding the claim in trust on behalf of the
Company. The Company paid $780.00 for staking fees and $3,000.00 for the
preparation of an independent Geological Report by Richard A. Jeanne, LTD,
consulting geologist.








4.
            Related
      Party Transactions





At
December 31, 2008 the company had no outstanding related party
transactions.








5.
            Common
      Stock





Since
inception, the Company issued 3,000,000 shares of common stock at $0.001 per
share, 3,250,000 shares of common stock at $0.005 per share and 77,750 shares of
common stock at $0.30 per share for cash proceeds of $42,575.





6.
            Occupancy





Beginning
June 1, 2008, the Company entered into a sublease agreement for approximately
144 square feet of executive style office space with an unrelated third party
for an initial term of one year. Additional terms include annual rental in the
amount of $1,800 plus applicable state and local taxes payable at a rate of $150
per month with first payment due June 1, 2008 and an option to renew for an
additional one year at an annual rent amount to be agreed upon. A separate
security deposit requirement was waived by mutual agreement of the
parties.







F-10
 24







Greenwood
Gold Resources, Inc.


(An
Exploration Stage Company)


Notes to
the Financial Statements


December
31, 2008








7.      Income
Taxes





Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has incurred net operating
losses of 30,756, which expire in 2023. Pursuant to SFAS No. 109 the Company is
required to compute tax asset benefits for net operating losses carried forward.
Potential benefit of net operating losses have not been recognized in these
financial statements because the Company cannot be assured it is more likely
than not it will utilize the net operating losses carried forward in future
years.





The
components of the net deferred tax asset at December 31, 2008 and the statutory
tax rate, the effective tax rate and the elected amount of the valuation
allowance are indicated below:





Inception (March 26, 2008)
through December 31, 2008





Net
      operating losses carried forward
                $
                30,756Statutory
      tax rate
                
                35%Effective
      tax rate
                
                -Deferred
      tax asset
                
                10,765Valuation
      allowance
                
                (
      10,765
                )Net
      deferred tax asset
                $
                0


F-11
 25


ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





There have been no disagreements on
accounting and financial disclosures from the inception of the Company through
the date of this Form 10-K.  Our financial statements for the fiscal
year ended December 31, 2008, included in this report have been audited by
Randall N. Drake, C.P.A., 5340 Gulf Drive, Suite 205, New Port Richey, FL 34652
as set forth in their report included herein.








ITEM
9A.               CONTROLS
AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures







We
maintain “disclosure controls and procedures,” as such term is defined in Rule
13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that
are designed to ensure that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission rules and forms, and
that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure. We
conducted an evaluation (the “Evaluation”), under the supervision and with the
participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”), of the effectiveness of the design and operation of our disclosure
controls and procedures (“Disclosure Controls”) during the most recently
completed fiscal quarter, pursuant to Rule 13a-15 of the Exchange Act. Based on
this Evaluation, our CEO and CFO concluded that our Disclosure Controls were
effective as of the end of the period covered by this report.






Changes
in Internal Controls






During
the most recently completed fiscal quarter we have also evaluated our internal
controls for financial reporting, and there have been no significant changes in
our internal controls or in other factors that could significantly affect those
controls subsequent to the date of their last evaluation.






Limitations
on the Effectiveness of Controls






Our
management, which includes our CEO and CFO, does not expect that our Disclosure
Controls and internal controls will prevent all errors and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been
detected.




The
design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions; over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.




26





CEO
and CFO Certifications





Appearing
immediately following the Signatures section of this report there are
Certifications of the CEO and the CFO. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.





Management’s
Report on Internal Control over Financial Reporting







Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. 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 as of December 31, 2008 using the
criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO).






A material weakness is a deficiency, or
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
Company’s annual or interim financial statements will not be prevented or
detected on a timely basis. In its assessment of the effectiveness of internal
control over financial reporting as of December 31, 2008, the Company determined
that there were control deficiencies that if aggregated, could constitute a
material weakness, as described below.









1.
            We do not have an Audit
      Committee – While not being legally obligated to have an audit
      committee, it is the Company’s Management view that such a committee,
      including a financial expert member, is an utmost important entity level
      control over the Company’s financial statement.  Currently the
      Board of Directors acts in the capacity of the Audit Committee, consisting
      of one sole member who is not independent of management and lacks
      sufficient financial expertise for overseeing financial reporting
      responsibilities.






2.
            Dual Signatures of
      Checks - The Company’s check signing authority lies with the
      Company’s sole officer and director. Management feels that the lack of
      dual signatures on checks can increase the likelihood of misappropriation
      of assets given the fact that the person who prepares the checks is the
      same person required to sign all
checks.




27











3.
            Insufficient documentation of
      financial statement preparation and review procedures - The Company
      employs policies and procedures in reconciliation of the financial
      statements and the financial information based on which the financial
      statements are prepared, however, such controls and policies employed by
      the Company are not sufficiently
documented.






4.
            We did not maintain proper
      segregation of duties for the preparation of our financial
      statements – As of December 31, 2008 the majority of the
      preparation of financial statements was carried out by one
      person.  Additionally, the Company currently only has one
      officer/director having oversight on all transactions. This has resulted
      in several deficiencies including:






a)  Significant,
non-standard journal entries were prepared and approved by the same person,
without being checked or approved by any other personnel within the
Company.






b)  Lack of
control over preparation of financial statements, and proper application of
accounting policies.






5.
            We lack sufficient information
      technology controls and procedures – As of December 31, 2008 the
      Company lacked a proper data back up procedure, and while backup did take
      place in actuality, we believe that it was not regulated by methodical and
      consistent activities and monitoring by the
  Company.






Accordingly, the Company concluded that
these control deficiencies resulted in a reasonable possibility that a material
misstatement of the annual or interim financial statements will not be prevented
or detected on a timely basis by the company’s internal controls.






As a result of the material weaknesses
described above, management has concluded that the Company did not maintain
effective internal control over financial reporting as of December 31, 2008
based on criteria established in Internal Control—Integrated Framework issued by
COSO.






Randall N. Drake, C.P.A., an
independent registered public accounting firm, was not required to and has not
issued a report concerning the effectiveness of our internal control over
financial reporting as of December 31, 2008.




Continuing
Remediation Efforts to address deficiencies in Company’s Internal Control over
Financial Reporting






Once the
Company is engaged in a business of merit and has sufficient personnel
available, then our Board of Directors, in particular and in connection with the
aforementioned deficiencies, will establish the following remediation
measures:






1.
            Our
      Board of Directors will nominate an audit committee and audit committee
      financial expert.






2.
            Our
      Board of Directors will appoint a member of management to act as the
      secondary authorized signatory on the Company’s bank account; to decrease
      the likelihood of misappropriation of the Company’s
  assets.




28




3.
            We
      will establish policies to ensure that all significant transactions
      resulting in non-standard journal entries are reviewed and approved by the
      Company’s Board of Directors and that approval be documented in the
      Company’s corporate records.






4.
            We
      will appoint additional personnel to assist with the preparation of the
      Company’s financial statements; which will allow for proper segregation of
      duties, as well as additional manpower for proper
      documentation.






5.
            We
      will engage in a thorough review and restatement of our IT procedures, in
      addition to procurement of all hardware and software that will enable us
      to maintain proper backups, access, control
etc.










ITEM
      9B.
            OTHER
      INFORMATION





None.




PART
III








ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Identification
of Directors and Executive Officers





Name
                Age
                TitleGary
      D. Alexander
                56
                Chief
      Executive and Chief Financial Officer, President, Secretary/Treasurer,
      Principal Accounting Officer and sole Director





Background
of Officers and Directors





Gary D.
Alexander has been our president, chief executive officer, treasurer, chief
financial officer and our sole directors since inception on March 26,
2008.  Since November 2007, Mr. Alexander has been an independent
director of FirstPlus Financial Group, Inc. located in Beaumont, Texas.
FirstPlus Financial is a diversified company that provides commercial loan, auto
loan, consumer lending, real estate holding, residential and commercial
restoration, facility (janitorial) care and construction management services.
FirstPlus Financial files reports with the Securities and Exchange Commission
pursuant to Section 13 of the Securities Exchange Act of 1934 and is traded on
the Pink Sheets under the symbol FPFX.   Since March 2004, Mr.
Alexander has been president of Treasure Coast Private Equity, LLC, a private
equity firm that specializes in providing debt and equity resources for
privately owned business seeking expansion capital.  Treasure Coast
Private Equity is located in Palm City, Florida.    From
November 2006 to April 2007, Mr. Alexander was acting chief financial officer of
Air Rutter International, LLC and Airspace LLC located in Long Beach
California.  Air Rutter and Airspace are engaged in the business jet
charter aircraft management.  From November 2005 to March 2006, Mr.
Alexander was acting Chief Financial Officer for Jet First, Inc. located in West
Palm Beach, Florida.  Jet First is a jet charter
company.  From June 1987 to December 2006, Mr. Alexander was a
principal at Alexander Company CPA=s located in
Palm City, Florida.




29





Involvement
in Certain Legal Proceedings





To the best of the issuer’s knowledge,
during the past five years, no director, executive officer, promoter or control
person of the Company:





- has any bankruptcy petition filed by
or against any business of which the director, executive officer, promoter or
control person was a general partner or executive officer either at the time of
bankruptcy or within two years prior to that time;





- was convicted in a criminal
proceeding or named subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses);





- was the subject to any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities;





- were the subject of any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
federal or state authority barring, suspending or otherwise limiting for more
than 60 days the right of such person to engage in any activity described above
under this Item, or to be associated with persons engaged in any such
activity;





- were found by a court of competent
jurisdiction (in a civil action), the Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended or vacated.





Compliance
with Section 16(a) of the Exchange Act





Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires the Company’s directors, officers and
persons who beneficially owned more than ten percent of the Company’s common
stock to file reports of ownership and changes in ownership of common
stock.  To the best of the Company’s knowledge, all such reports as
required were filed on a timely basis in compliance with Section
16(a).


30


Audit
Committee and Audit Committee Financial Expert





The Company does not have an audit
committee or audit committee financial expert.  We do not have an
audit committee financial expert because we believe the cost related to
retaining a financial expert at this time is prohibitive.  Further,
because of our limited operations, we believe the services of a financial expert
are not warranted at this time.





The Board of Directors currently acts
in the capacity of an audit committee.





Code
of Ethics





The Company has attached a code of
business conduct and ethics for directors, officers and
employees.  The Company’s Code of Ethics is filed as part of this
annual report on Form 10-K as Exhibit 14.1.





Family
Relationships





We have only one
officer/director.  Accordingly, there are no family relationships
amongst or between the directors and executive officers.





ITEM
11.                                EXECUTIVE
COMPENSATION





The following table sets forth
information with respect to compensation paid by us to our sole executive
officer and director during the fiscal years ended December 31, 2008 and 2007.
This information includes the dollar value of base salaries, bonus awards and
number of stock options granted, and certain other compensation, if
any.





Executive
Officer Compensation Table


Non-
            NonqualifiedEquity
            Deferred
            AllName
            
            
            
            
            
            Incentive
            Compensa-
            Otherand
            
            
            
            Stock
            Option
            Plan
            tion
            Compen-Principal
            
            Salary
            Bonus
            Awards
            Awards
            Compensation
            Earnings
            sation
            TotalPosition
            Year
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)
            (j)Gary
      D. Alexander
            2008
            0
            0
            0
            0
            0
            0
            0
            0CEO,
      CFO, President,
            2007
            0
            0
            0
            0
            0
            0
            0
            0Secretary/Treasurer,
              Principal
      Accounting Officer








31


The following table sets forth
information with respect to compensation paid by us to our sole director during
the last completed fiscal year. Our fiscal year end is December 31,
2008.





Director
Compensation Table





(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)FeesEarned
            
            
            Non-Equity
            Nonqualified
            Allor
            
            
            Incentive
            Deferred
            OtherPaid
      in
            Stock
            Option
            Plan
            Compensation
            Compen-Cash
            Awards
            Awards
            Compensation
            Earnings
            sation
            TotalName
            ($)
            ($)
            ($)
            ($)
            ($)
            ($)
            ($)Gary
      D. Alexander
            0
            0
            0
            0
            0
            0
            0





There are no employment agreements with
our sole officer and none are being contemplated.


The
compensation discussed herein addresses all compensation awarded to, earned by,
or paid to our sole named director and executive officer.





There are no other stock option plans,
retirement, pension, or profit sharing plans for the benefit of our sole
director and officer.





Options/SAR
Grants





No individual grants of stock options,
whether or not in tandem with stock appreciation rights (“SARs”) and
freestanding SARs have been made to our sole executive officer, or director or
employees during the current fiscal year.  No previously granted stock
options remain in effect.





Long-Term
Incentive Plan Awards





The Company does not have any long-term
incentive plans that provide compensation intended to serve as incentive for
performance to occur over a period longer than one fiscal year, whether such
performance is measured by reference to the Company’s financial performance,
stock price or any other measure.





Compensation
of Directors





There are no standard arrangements
pursuant to which the Company’s sole director is compensated for services
provided as directors.  No additional amounts are payable to the
Company’s sole director for committee participation or special
assignments.





Employment
Contracts and Termination of Employment and Change-in-Control
Arrangements





None.


32


Report
on Repricing of Options/SAR





The Company did not reprice any options
or SARs during the year ended December 31, 2008.











ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS





The following table sets forth the
beneficial shareholdings of those persons or entities who beneficially hold five
percent or more of the Company’s common stock, and our directors and executive
officers as a group, as of February 4, 2009, with the computation being based
upon 6,327,750 shares of common stock being outstanding.  Each person
has sole voting and investment power with respect to the shares of common stock
shown and all ownership is of record and beneficial.








Direct
      Amount of
            
            PercentName
      of Beneficial Owner
            Beneficial
      Owner
            Position
            of
      ClassGary
      D. Alexander [1]
            3,000,000
            President,
      Principal Executive Officer,
              Principal
      Financial Officer, Principal
              Accounting
      Officer, Treasurer, Secretary and Director
            47.42%All
      Officers and Directors as aGroup
      (1 Person)
            3,000,000
            
            47.42%





Changes
in Control





To the knowledge of management, there
are no other present arrangements or pledges of the Company’s securities, which
may result in a change of control of the Company.





Securities
Authorized for Issuance Under Compensatory Plans





None.








ITEM
13.                                CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS ANDDIRECTOR INDEPENDENCE





Certain
Business Relationships





None.


33





ITEM
14.                                PRINCIPAL
ACCOUNTING FEES AND SERVICES





(1)
Audit Fees





The aggregate fees billed for each of
the last two fiscal years for professional services rendered by the principal
accountant for our audit of annual financial statements and review of financial
statements included in our Form 10-Qs or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years was:





2008
            $
            6,000.002007
            $
            -





(2)
Audit-Related Fees





The aggregate fees billed in each of
the last two fiscal years for assurance and related services by the principal
accountants that are reasonably related to the performance of the audit or
review of our financial statements and are not reported in the preceding
paragraph:








2008
            $
            0.002007
            $
            -








(3)
Tax Fees





The aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning was:





2008
            $
            0.002007
            $
            -





(4)
All Other Fees





The aggregate fees billed in each of
the last two fiscal yeas for the products and services provided by the principal
accountant, other than the services reported in paragraphs (1), (2), and (3)
was:





2008
            $
            -2007
            $
            -





(5) Our audit committee’s pre-approval
policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of
Regulation S-X were that the audit committee pre-approve all accounting related
activities prior to the performance of any services by any accountant or
auditor.





(6) The percentage of hours expended on
the principal accountant’s engagement to audit our financial statements for the
most recent fiscal year that were attributed to work performed by persons other
than the principal accountant’s full time, permanent employees was
0%.




34





ITEM
15.                                EXHIBITS,
FINANCIAL STATEMENT SCHEDULES





Incorporated
      by referenceExhibit
            Document
      Description
            Form
            Date
            Number
            Filed
      herewith3.1
            Articles
      of Incorporation
            S-1
            July
      18, 2008
            3.13.2
            Bylaws
            S-1
            July
      18, 2008
            3.24.1
            Specimen
      stock certificate
            S-1
            July
      18, 2008
            4.110.1
            Declaration
      of Trust of Gary Alexander
            S-1
            July
      18, 2008
            10.114.1
            Code
      of Ethics
            
            
            
            X31.1
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      15d-15(e), promulgated under the Securities and Exchange Act of 1934, as
      amended
            
            
            
            X32.1
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Executive Office and
      Chief  Financial Officer)
            
            
            
            X





35





SIGNATURES





In accordance with Section 13 or 15 (d)
of the Exchange Act, the registrant caused this report to be signed on behalf by
the undersigned, thereto duly authorized on this 27th day of
March, 2009.











GREENWOOD
      GOLD RESOURCES,  INC.BY:
            GARY
      D. ALEXANDERGary
      D. Alexander, President, Principal Executive Officer, Principal Financial
      Officer, Principal Accounting Officer, Secretary, Treasurer and a member
      of the Board of Directors.



























































-37-
 36


EXHIBIT
INDEX





Incorporated
      by referenceExhibit
            Document
      Description
            Form
            Date
            Number
            Filed
      herewith3.1
            Articles
      of Incorporation
            S-1
            July
      18, 2008
            3.13.2
            Bylaws
            S-1
            July
      18, 2008
            3.24.1
            Specimen
      stock certificate
            S-1
            July
      18, 2008
            4.110.1
            Declaration
      of Trust of Gary Alexander
            S-1
            July
      18, 2008
            10.114.1
            Code
      of Ethics
            
            
            
            X31.1
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      15d-15(e), promulgated under the Securities and Exchange Act of 1934, as
      amended
            
            
            
            X32.1
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Executive Office and
      Chief  Financial Officer)
            
            
            
            X











37