U.
S. SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





AMENDMENT
NO. 1 TO


FORM
10-K


(Mark
One)





x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
fiscal year ended November 30,
2008





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
transition period from ___________ to _____________





Commission
File Number: 000-52511





ATWOOD
MINERALS AND MINING CORP


(Name of
small business issuer as specified in its charter)





Nevada
            98-0471052(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer
              Identification
      No.)





1400
Old Country Road, Suite 206


Westbury,
New York 11590


________________________________________________________________________


(Address
of principal executive offices, including zip code)




Registrant’s
      telephone number, including area code:
                    (516)
      228-0070Securities
      registered pursuant to Section 12(b) of the Act:
                    NoneSecurities
      registered pursuant to Section 12(g) of the Act:
                    $.001
      par value common
stock


___________________




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  ̈Yes Nox




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act:  ̈Yes Nox




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. xYes ̈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 ir 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 filter o
                Accelerated
      filter  ̈Non-accelerated
      filter  ̈ (Do
      not check if a smaller reporting company)
                Smaller
      reporting company x




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









APPLICABLE
ONLY TO CORPORATE ISSUERS





As of
February 28, 2009, 6,100,000 shares of our common stock were issued and
outstanding.





Documents
Incorporated by Reference:      None.




2




PART
I





ITEM
1.   BUSINESS




General




We were
incorporated in the State of Nevada on May 12, 2005. We are an exploration stage
corporation. We do not own any interest in any property, but merely the
right to conduct exploration activities on one property. The property consists
of one mineral claim containing 412.807 hectares located in the Nicola Mining
Division District of British Columbia, Canada. The one property consists of four
mineral claims. We intended to explore for gold on the property. Due to the
recent expiration of the claim on the property, managementis conducting an
evaluation of our exploration business and potential new exploration
opportunities or exploration situations.




We have
no current plans to change our business activities or to combine with another
business, and are not aware of any events or circumstances that might cause us
to change our plans. However,
management is currently evaluating whether we will continue in the mineral
exploration business.




History




In June
2005, we paid Laurence Sookochoff, a non-affiliated third party, US$5,000.00 for
the property. Mr Sookochoff is a professional geologist residing in Vancouver,
British Columbia.




Canadian
jurisdictions allow a mineral explorer to claim a portion of available Crown
lands as its exclusive area for exploration by depositing posts or other visible
markers to indicate a claimed area. The process of posting the area is known as
staking. The claim is recorded in the name of Mr. Sookochoff to avoid paying
additional fees. Mr. Sookochoff suggested that the property be retained in his
name and we concurred therewith. The property was selected by Mr. Brenner after
consulting with Mr. Sookochoff. Mr. Sookochoff was paid US$5,000 for the
property. No money was paid to Mr. Sookochoff to hold the claim. No money will
be paid to Mr. Sookochoff to transfer the property to us. Mr. Sookochoff
provided us with a declaration of trust stating that he holds the property in
trust for us. Mr. Sookochoff will issue a bill of sale to a subsidiary
corporation to be formed by us should mineralized material be discovered on the
property.




Under
British Columbia law, title to British Columbia mineral claims can only be held
by British Columbia residents. In the case of corporations, title must be held
by a British Columbia corporation. Since we are an American corporation, we can
never possess a legal mineral claim to the land. In order to comply with the law
we would have to incorporate a British Columbia wholly owned subsidiary
corporation and obtain audited financial statements. We believed those costs
would be a waste of our money at this time since the legal costs of
incorporating a subsidiary corporation, the accounting costs of audited
financial statements for the subsidiary corporation, together with the legal and
accounting costs of expanding this registration statement would cost several
thousands of dollars. Accordingly, we elected not to create the subsidiary at
this time, but would 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 British Columbia subsidiary
corporation and Mr. Sookochoff will convey title to the property to the wholly
owned subsidiary corporation. Should Mr. Sookochoff transfer title to another
person and that conveyance is recorded before we record our conveyance, that
other person will have superior title and we will have none. If that event
occurs, we will have to cease or suspend activities. We will have a cause of
action against Mr. Sookochoff for breach of declaration of trust. Mr. Sookochoff
has agreed verbally with us not to cause the title to pass to another
entity.




Our claim
was for a mineral lease issued pursuant to the British Columbia Mineral Act. The
lessee has exclusive rights to mine and recover all of the minerals contained
within the surface boundaries of the lease continued vertically
downward.




The
property is unencumbered, that is there are no claims, liens, charges or
liabilities against the property, and there are no competitive conditions, that
is the action of some unaffiliated third party, that could 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.




3




To date,
we performed only minimal work on the property and during such work no mineral
deposit or reserve was located in the property.




On
December 4, 2008 Mr. Sookochoff  advised us that he had performed work
on the claim costing $4,750 and that unless we notified him of our desire to
maintain the claim and pay him $4,750 by December 8, 2008, he would either allow
the claim to expire of December 9, 2008 or take control of the claim and apply
the work to extend the expiry date of the claim.  On December 9, 2008,
Mr. Sookochoff applied the work as assessment to extend the expiry date to
December 9, 2009.  To date, we have not paid the $4,750 or disputed
Mr. Sookochoff's assertion of control over the claim.
  Claims




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




Claim No.
                        
                        Document Description
                        
                        Recording
                        
                        Expiration513751
                        
                        Step
                        
                        June
      1, 2005
                        
                        December
      9,
2009







Our claim
consisted of 20 contiguous cells comprising of a total of 412.807
hectares.




In order
to maintain this claim, Mr. Sookochoff or the Company must pay a fee of
approximately CDN$1,700 per year for the Step Claim or we must perform an equal
value of exploration and development work on the claim. As long as the fee is
paid, no work has to be performed to maintain the claim. Mr. Sookochoff can
renew the claim indefinitely by paying the fee. We have no idea if the fee to
renew the claim will increase after 2007. There is no grace period if there is a
default on the work or if Mr. Sookochoff misses renewing the claim. Mr.
Sookochoff will not cause the claim to expire as a result of not renewing the
same or failing to perform work on the claim, provided mineralized material is
found. In the event that our exploration program does not find mineralized
material, Mr. Sookochoff will allow the claim to expire and we may cease
activities. We will reimburse Mr. Sookochoff for payments made by him to
maintain the claim. In 2006 and 2007, the Company performed sufficient
exploration work to avoid payment of the annual fee.  The property was
selected because gold has been discovered in the area.




On
December 4, 2008 Mr. Sookochoff  advised us that he had performed work
on the claim costing $4,750 and that unless we notified him of our desire to
maintain the claim and pay him $4,750 by December 8, 2008, he would either allow
the claim to expire of December 9, 2008 or take control of the claim and apply
the work to extend the expiry date of the claim.  On December 9, 2008,
Mr. Sookochoff applied the work as assessment to extend the expiry date to
December 9, 2009.  To date, we have not paid the $4,750 or disputed
Mr. Sookochoff's assertion of control over the claim.


Location
and Access




The
property is located in southwestern British Columbia, northwest of Merritt,
south of Kamloops and within three miles of Mineral Hill.




Access
can be obtained by road from either Merritt, which is located approximately 25
miles to the southwest or from Kamloops which is located approximately 25 road
miles to the north, via the Merritt-Kamloops Highway No. 5 to within two miles
of the property. A secondary road, the Peter Hope Lake road, junctions off to
the east within two miles south of Stump Lake and provides access to, and
through, the property.




4




MAP
1









MAP
2









5




Physiography




The
property lies between elevations of 2,000 feet and 3,000 feet. The terrain is
gently slopping. Vegetation consists mainly of deciduous trees and scattered
pine trees.




The
property is snow-free from March to December, providing a nine to ten month
exploration season.




Property
Geology




The major
type of rocks found on the property are of the nicola group of rocks including
meta-sediments, volcanics and granatoid rocks. Gold is found in such formations.
As of the date hereof, we have not found or determined if gold is located on our
property.




Our
Exploration Program




In the
year ended November 30, 2008
 As stated
above, we are currently in default on payments owed to the party holding the
mineral claim in trust for us.  As such, the trustee has asserted
ownership of the claim.  If we do not reassert ownership of the claim,
we would have no operational activities whatsoever.
 In
addition, we presently do not have enough money for new exploration activities.
Management is currently evaluating its options, including new exploration
activities.  Should we locate a new opportunity, we will try to raise
additional funds from a private placement or loans. However, there is no
assurance that we will be able to do so.




We cannot
provide you with a more detailed discussion of how our exploration program will
work and what we expect will be our likelihood of success. That is because we
have a piece of raw land and we intend to look for mineralized material. We may
or may not find any mineralized material. We hope we do, but it is impossible to
predict the likelihood of such an event.




We do not
have any plans to make our company generate revenue. That is because we have not
found economic mineralization yet and it is impossible to project revenue
generation from nothing.




Management
is also currently evaluating whether to continue in the mineral exploration
business.




Competitive
Factors




The gold
mining industry is fragmented. We compete with other exploration companies
looking for gold. We are one of the smallest exploration companies in existence.
We are an infinitely small participant in the gold mining market. While we
compete with other exploration companies, there is no competition for the
exploration or removal or mineral from our property. Readily available gold
markets exist in Canada and around the world for the sale of gold. Therefore, we
will be able to sell any gold that we are able to recover.




Regulations




Our
mineral exploration program is subject to the British Columbia Mineral Tenure
Act Regulation. This act sets forth rules for


*
            locating
      claims


*
            working
      claims


*
            reporting
      work performed


We are
also subject to the British Columbia Mineral Exploration Code which tells us how
and where we can explore for minerals. We must comply with these laws to operate
our business. Compliance with these rules and regulations will not adversely
affect our activities. These regulations will not impact our exploration
activities. The only current costs we anticipate at this time are reclamation
costs. Reclamation costs are the costs of restoring the property to its original
condition should mineralized material not be found. We estimate that it will
cost between $3,000 and $9,000 to restore the property to its original
condition, should mineralized material not be found. The variance is based upon
the number of holes that are drilled by us.




6




Environmental
Law




We are
also subject to the Health, Safety and Reclamation Code for Mines in British
Columbia. This code deals with environmental matters relating to the exploration
and development of mineral properties. Its goals are to protect the environment
through a series of regulations affecting:




1.
            Health
      and Safety


2.
            Archaeological
      Sites


3.
            Exploration
      Access




We are
responsible to provide a safe working environment, not disrupt archaeological
sites, and conduct our activities to prevent unnecessary damage to the
property.




We will
secure all necessary permits for exploration and, if development is warranted on
the property, will file final plans of operation before we start any mineral
activities. We anticipate no discharge of water into active stream, creek,
river, lake or any other body of water regulated by environmental law or
regulation. No endangered species will be disturbed. Restoration of the
disturbed land will be completed according to law. All holes, pits and shafts
will be sealed upon abandonment of the property. It is difficult to estimate the
cost of compliance with the environmental law since the full nature and extent
of our proposed activities cannot be determined until we start our activities
and know what that will involve from an environmental standpoint.




We are in
compliance with the act and will continue to comply with the act in the future.
We believe that compliance with the act will not adversely affect our business
activities in the future.




Exploration
stage companies have no need to discuss environmental matters, except as they
relate to exploration activities. The only “cost and effect” of compliance with
environmental regulations in British Columbia is returning the surface to its
previous condition upon abandonment of the property. We cannot speculate on
those costs in light of our ongoing plans for exploration. When we are ready to
drill, we will notify the B.C. Inspector of Mines. He will require a bond to be
put in place to assure that the property will be restored to its original
condition. We have estimated the cost of restoring the property to be between
$3,000 to $9,000, depending upon the number of holes drilled.




Subcontractors




We intend
to use the services of subcontractors for manual labor exploration work on our
properties.




Employees
and Employment Agreements




At
present, we have no employees, other than Mr. Goldberg our sole officer and
director. Mr. Goldberg. We presently do not have pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans; however, we
may adopt plans in the future. There are presently no personal benefits
available to Mr. Goldberg. Mr. Goldberg will handle our administrative duties.
Because Mr. Goldberg is inexperienced with exploration, he will hire qualified
persons to perform the surveying, exploration, and excavating for any new
exploration opportunities we may choose to pursue.




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




None.




7




ITEM
3.     LEGAL PROCEEDINGS




We are
not presently a party to any litigation.




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 AND RELATED STOCKHOLDER
MATTERS




Our
shares are traded on the Bulletin Board operated by the Financial Industry
Regulatory Authority under the symbol “AWMM.”A summary of trading by quarter for
2007 and 2008 fiscal years is as follows:


Fiscal
      Year 2008
                          
                          High Bid
                          
                          
                          Low BidFourth
      Quarter 9-1-08 to 11-30-08
                          
                          $
                          10.25
                          
                          
                          $
                          4.00Third
      Quarter 6-1-08 to 8-31-08
                          
                          $
                          0.00
                          
                          
                          $
                          0.00Second
      Quarter 3-1-07 to 5-31-08
                          
                          $
                          0.00
                          
                          
                          $
                          0.00First
      Quarter 12-1-07 to 2-29-08
                          
                          $
                          0.00
                          
                          
                          $
                          0.00
 
 Fiscal
      Year 2007
                          
                          High Bid
                          
                          
                          Low BidFourth
      Quarter 9-1-07 to 11-30-07
                          
                          $
                          0.00
                          
                          
                          $
                          0.00Third
      Quarter 6-1-07 to 8-31-07
                          
                          $
                          0.00
                          
                          
                          $
                          0.00Second
      Quarter 3-1-07 to 5-31-07
                          
                          $
                          0.00
                          
                          
                          $
                          0.00First
      Quarter 12-1-06 to 2-28-07
                          
                          $
                          0.00
                          
                          
                          $
                          0.00


Of the
6,100,000 shares of common stock outstanding as of November 30, 2008, 4,800,000
shares are owned by a single entity stockholder.  Our sole officer and
director is a member and manager of the entity which is the  manager
of our controlling stockholder.




On
November 30, 2008, there were 44 record holders of our common
stock.




We issued
3,000,000 shares of our common stock to Mr. Walter Brenner on September 1, 2005
pursuant to Reg. S of the Securities Act of 1933. Mr. Brenner was, until July
14, 2008 our president, chief executive officer, treasurer, principal financial
officer and director. Mr. Brenner acquired these shares at a price of $0.001 per
share for total proceeds to us of $3,000.00.




We
completed a private placement of 2,100,000 restricted shares of our common stock
at a price of $0.001 per share to five purchasers on September 1, 2005 pursuant
to Reg. S of the Securities Act of 1933. The total amount received from the
private placement was $2,100.




We
completed a private placement of 800,000 restricted shares of our common stock
at a price of $0.01 per share to eight purchasers on November 1, 2005 pursuant
to Reg. S of the Securities Act of 1933. The total amount received from the
private placement was $8,000.




We
completed a private placement of 200,000 restricted shares of our common stock
at a price of $0.05 per share to ten purchasers on November 30, 2005 pursuant to
Reg. S of the Securities Act of 1933. The total amount received from this
offering was $10,000.




Dividends




We have
not declared any cash dividends, nor do we intend to do so. We are not subject
to any legal restrictions respecting the payment of dividends, except that they
may not be paid to render us insolvent. Dividend policy will be based on our
cash resources and needs and it is anticipated that all available cash will be
needed for our operations in the foreseeable future.




8




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.




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
section of the this report includes a number of forward- looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this report. These forward-looking states are subject to certain risks
and uncertainties that could cause actual results to differ materially from
historical results or out predictions.




9




We are a
start-up, exploration stage corporation and have not yet generated or realized
any revenues from our business activities.




Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated until
we begin removing and selling minerals. Accordingly, we must raise cash from
sources other than the sale of minerals found on the property.




We will
attempt to raise additional money through a subsequent private placement, public
offering or through loans. If we do not have enough money to complete our
exploration of the property, we will have to find alternative sources, like a
public offering, another private placement of securities, or loans from our
controlling stockholder or others.




Our
controlling stockholder is unwilling to make any commitment to loan us any money
at this time. At the present time, we have not made any arrangements to raise
additional cash. If we need additional cash and can't raise it, we will either
have to suspend activities until we do raise the cash, or cease activities
entirely. Other than as described in this paragraph, we have no other financing
plans.




We do not
own any interest in any property, but merely have the right to conduct
exploration activities on one property. Due to lack of funds for exploration and
lack of any mineral reserves located, management elected not to pay the
requisite fee for continuation of our exploration rights on the
property.  Accordingly, .Our interest and right to conduct exploration
activities on this property expired on December 9, 2008.




Management is currently
evaluatingour exploration business and potential new exploration
opportunities or exploration situations.




Limited
Operating History; Need for Additional Capital




There is
no historical financial information about us upon which to base an evaluation of
our performance. We are an exploration stage corporation and have not generated
any revenues from activities. We cannot guarantee we will be successful in our
business activities. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our properties, and possible cost overruns
due to price and cost increases in services.




To become
profitable and competitive, we conduct research and exploration of our
properties before we start production of any minerals we may find. We are
seeking equity financing to provide for the capital required to implement our
research and exploration phases.




We have
no assurance that future financing will be available to us on acceptable terms.
If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our activities. Equity financing could result in
additional dilution to existing shareholders.




Results
of Activities




From
Inception on May 12, 2005 to November 30, 2008




We
acquired the right to explore one property containing one claim. We do not own
any interest in any property, but merely have the right to conduct exploration
activities on one property. The property has been staked and we have initiated
exploration activities.  Our
rights to explore the property are held in trust by the personal owner of the
mineral claim under a trust agreement.  On December 4, 2008, the
trustee advised us that he had performed work on the claim costing $4,750 and
that unless we notified him of its desire to maintain the claim and pay him
$4,750 by December 8, 2008, he would either allow the claim to expire of
December 9, 2008 or take control of the claim and apply the work to extend the
expiry date of the claim.  On December 9, 2008, the trustee applied
the work as assessment to extend the expiry date to December 9,
2009.  To date, we have not paid the $4,750 or disputed the trustee’s
assertion of control over the claim.Management is currently evaluating
our exploration
business, potential new exploration opportunities or exploration situations
and
ultimately whether it would be advisable to exit the mineral exploration
business for a new venture.




Since
inception, we have used loans from Mr. Brenner, our former president, to stake
the property, to incorporate us, and for legal and accounting expense. Net cash
provided by Mr. Brenner since inception on May 12, 2005 to July 14, 2008 (the
date of Mr. Brenner’s resignation) was $49,426. The loans were forgiven by Mr.
Brenner in connection with the July 14, 2008 sale of his common stock and the
release executed by him in connection with such sale.  Since July 14,
2008, our controlling stockholder has advanced monies on our behalf to cover
operating expenses.  At November 30, 2008, we were indebted to our
controlling stockholder in the amount of $12,352.  This amount is
unsecured and has no specific terms of repayment.




10




Liquidity
and Capital Resources




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




We issued
3,000,000 shares of our common stock to Mr. Walter Brenner on September 1, 2005
pursuant to Reg. S of the Securities Act of 1933. Mr. Brenner was, until July
14, 2008, our president, chief executive officer, treasurer, principal financial
officer and a director. Mr. Brenner acquired these shares at a price of $0.001
per share for total proceeds to us of $3,000.00.




We
completed a private placement of 2,100,000 restricted shares of our common stock
at a price of $0.001 per share to the five purchasers on September 1, 2005
pursuant to Reg. S of the Securities Act of 1933. The total amount received from
the private placement was $2,100.




We
completed a private placement of 800,000 restricted shares of our common stock
at a price of $0.01 per share to eight purchasers on November 1, 2005 pursuant
to Reg. S of the Securities Act of 1933. The total amount received from the
private placement was $8,000.




We
completed a private placement of 200,000 restricted shares of our common stock
at a price of $0.05 per share to ten purchasers on November 30, 2005 pursuant to
Reg. S of the Securities Act of 1933. The total amount received from this
offering was $10,000.




As of
November 30, 2008, our total assets were $0 and our total liabilities were
$23,420.




Recent
accounting pronouncements




Certain
accounting pronouncements have been issued by the FASB and other standard
setting organizations which are not yet effective and have not yet been adopted
by the Company. The impact on the Company’s financial position and results of
operations from adoption of these standards is not expected to be
material.




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




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
8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.




Atwood
Minerals and Mining Corp.


(An
Exploration Stage Company)





November
30, 2008




IndexReport
      of Independent Registered Public Accounting Firm
                        
                        12Balance
      Sheets
                        
                        13Statements
      of Operations
                        
                        14Statements
      of Stockholders’ Equity (Deficiency)
                        
                        15Statements
      of Cash Flows
                        
                        16Notes
      to Financial Statements
                        
                        17




11




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders of


Atwood
Minerals and Mining Corp.





I have
audited the accompanying balance sheets of Atwood Minerals and Mining Corp. (the
Company), an exploration stage company, as of November 30, 2008 and 2007 and the
related statements of operations, changes in stockholders’ equity (deficiency),
and cash flows for the years ended November 30, 2008 and 2007 and for the period
May 12, 2005 (date of inception) to November 30, 2008.  These
financial statements are the responsibility of the Company’s
management.  My responsibility is to express an opinion on these
financial statements based on my audits.





I
conducted my audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that I plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
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.  I believe that my audits provide a reasonable basis for
my opinion.





In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Atwood Minerals and Mining Corp.,
an exploration stage company, as of November 30, 2008 and 2007 and the results
of its operations and its cash flows for the years ended November 30, 2008 and
2007 and for the period May 12, 2005 (date of inception) to November 30, 2008 in
conformity with accounting principles generally accepted in the United
States.





The
accompanying financial statements referred to above have been prepared assuming
that the Company will continue as a going concern.  As discussed in
Note 2 to the financial statements, the Company’s present financial situation
raises substantial doubt about its ability to continue as a going
concern.  Management’s plans in regard to this matter are also
described in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.




/s/
      Michael T. Studer CPA P.CMichael
      T. Studer CPA P.C.Freeport,
      New YorkFebruary
      24, 2009




12




Atwood
Minerals and Mining Corp.
 (An
Exploration Stage Company)
 Balance
Sheets
 
  November 30,
                                                                
                                                                
                                                                Novemebr 30,2008
                                                                
                                                                
                                                                2007ASSETSCurrent
      AssetsCash
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                8,921Prepaid
      expense
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -Total
      Current Assets
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                8,921Mineral
      property acquisition costs, less reserve for impairment of
      $5,000 and $5,000, respectively
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -Total Assets
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                8,921LIABILITIES
      AND STOCKHOLDERS' EQUITY(DEFICIENCY)Current
      LiabilitiesAccounts
      payable
                                                                
                                                                $
                                                                3,822
                                                                
                                                                
                                                                $
                                                                1,975Accrued
      liabilities
                                                                
                                                                
                                                                7,246
                                                                
                                                                
                                                                
                                                                1,000Due
      to related party
                                                                
                                                                
                                                                12,352
                                                                
                                                                
                                                                
                                                                40,884Total current liabilities
                                                                
                                                                
                                                                23,420
                                                                
                                                                
                                                                
                                                                43,859Stockholders'
      Equity (Deficiency)Common
      stock, $0.001 par value;authorized
      75,000,000 shares,issued
      and outstanding 6,100,000 shares
                                                                
                                                                
                                                                6,100
                                                                
                                                                
                                                                
                                                                6,100Additional
      paid-in capital
                                                                
                                                                
                                                                17,000
                                                                
                                                                
                                                                
                                                                17,000Donated
      capital
                                                                
                                                                
                                                                77,233
                                                                
                                                                
                                                                
                                                                22,500Deficit
      accumulated during the exploration stage
                                                                
                                                                
                                                                (123,753
                                                                )
                                                                
                                                                
                                                                (80,538
                                                                )Total
      stockholders' equity (deficiency)
                                                                
                                                                
                                                                (23,420
                                                                )
                                                                
                                                                
                                                                (34,938
                                                                )Total
      Liabilities and Stockholders' Equity (Deficiency)
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                8,921
 
 See
notes to financial statements.
 
 13
  Atwood
Minerals and Mining Corp.
 (An
Exploration Stage Company)
 Statements
of Operations
 
 
 Year ended
                                          November 30,
                                          2008
                                        
                                        
                                        Year ended
                                          November 30,
                                          2007
                                        
                                        
                                        Cumulative
                                          during the
                                          exploration
                                          stage(May 12,
                                          2005 to
                                          November 30,
                                          2008)Revenue
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -Cost
      and expensesDonated
      rent
                                        
                                        
                                        2,250
                                        
                                        
                                        
                                        3,000
                                        
                                        
                                        
                                        9,750Donated
      services
                                        
                                        
                                        4,500
                                        
                                        
                                        
                                        6,000
                                        
                                        
                                        
                                        19,500General
      and administrative
                                        
                                        
                                        3,319
                                        
                                        
                                        
                                        2,691
                                        
                                        
                                        
                                        6,354Impairment
      of mineral property acquisition costs
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        5,000Professional
      fees
                                        
                                        
                                        33,146
                                        
                                        
                                        
                                        15,580
                                        
                                        
                                        
                                        83,149Total
      Costs and Expenses
                                        
                                        
                                        43,215
                                        
                                        
                                        
                                        27,271
                                        
                                        
                                        
                                        123,753Net Loss
                                        
                                        $
                                        (43,215
                                        )
                                        
                                        $
                                        (27,271
                                        )
                                        
                                        $
                                        (123,753
                                        )Net
      Loss per shareBasic and diluted
                                        
                                        $
                                        (0.01
                                        )
                                        
                                        $
                                        (0.00
                                        )Number
      of common shares used to compute loss per shareBasic and
      diluted
                                        
                                        
                                        6,100,000
                                        
                                        
                                        
                                        6,100,000
 
 See
notes to financial statements.
  14
  Atwood
Minerals and Mining Corp.
 (An
Exploration Stage Company)
 Statements
of Stockholders' Equity (Deficiency)
 For the
period May 12, 2005 (Inception) to November 30, 2008
 
 
 Common Stock, $0.001
                                                    Par Value
                                                  
                                                  
                                                  Additional
                                                    Paid-in
                                                  
                                                  
                                                  Donated
                                                  
                                                  
                                                  Deficit
                                                    Accumulated
                                                    During the
                                                    Exploration
                                                  
                                                  
                                                  Total
                                                    Stockholders'
                                                    EquityShares
                                                  
                                                  
                                                  Amount
                                                  
                                                  
                                                  Capital
                                                  
                                                  
                                                  Capital
                                                  
                                                  
                                                  Stage
                                                  
                                                  
                                                  (Deficiency)Common
      stock issued for cash-
      at a price $0.001 per share
                                                  
                                                  
                                                  5,100,000
                                                  
                                                  
                                                  $
                                                  5,100
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  5,100-
      at a price $0.01 per share
                                                  
                                                  
                                                  800,000
                                                  
                                                  
                                                  
                                                  800
                                                  
                                                  
                                                  
                                                  7,200
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  8,000-
      at a price $0.05 per share
                                                  
                                                  
                                                  200,000
                                                  
                                                  
                                                  
                                                  200
                                                  
                                                  
                                                  
                                                  9,800
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  10,000Donated
      services and rent
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  4,500
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  4,500Net
      loss for the period May 12,2005 (inception) to November 30,
      2005
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (15,070
                                                  )
                                                  
                                                  
                                                  (15,070
                                                  )Balance,
      November 30, 2005
                                                  
                                                  
                                                  6,100,000
                                                  
                                                  
                                                  $
                                                  6,100
                                                  
                                                  
                                                  $
                                                  17,000
                                                  
                                                  
                                                  $
                                                  4,500
                                                  
                                                  
                                                  $
                                                  (15,070
                                                  )
                                                  
                                                  $
                                                  12,530Donated
      services and rent
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  9,000
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  9,000Net
      loss
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (38,197
                                                  )
                                                  
                                                  
                                                  (38,197
                                                  )Balance,
      November 30, 2006
                                                  
                                                  
                                                  6,100,000
                                                  
                                                  
                                                  $
                                                  6,100
                                                  
                                                  
                                                  $
                                                  17,000
                                                  
                                                  
                                                  $
                                                  13,500
                                                  
                                                  
                                                  $
                                                  (53,267
                                                  )
                                                  
                                                  $
                                                  (16,667
                                                  )Donated
      services and rent
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  9,000
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  9,000Net
      loss
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (27,271
                                                  )
                                                  
                                                  
                                                  (27,271
                                                  )Balance,
      November 30, 2007
                                                  
                                                  
                                                  6,100,000
                                                  
                                                  
                                                  $
                                                  6,100
                                                  
                                                  
                                                  $
                                                  17,000
                                                  
                                                  
                                                  $
                                                  22,500
                                                  
                                                  
                                                  $
                                                  (80,538
                                                  )
                                                  
                                                  $
                                                  (34,938
                                                  )Donated
      services and rent
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  6,750
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  6,750Forgiveness
      of due to relatedparty in connection with change in
      control
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  47,983
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  47,983Net
      loss
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (43,215
                                                  )
                                                  
                                                  
                                                  (43,215
                                                  )Balance,
      November 30, 2008
                                                  
                                                  
                                                  6,100,000
                                                  
                                                  
                                                  $
                                                  6,100
                                                  
                                                  
                                                  $
                                                  17,000
                                                  
                                                  
                                                  $
                                                  77,233
                                                  
                                                  
                                                  $
                                                  (123,753
                                                  )
                                                  
                                                  $
                                                  (23,420
                                                  )
 
 See
notes to financial statements.
  15
 
 Atwood
Minerals and Mining Corp.
 (An
Exploration Stage Company)
 Statements
of Cash Flows
 For the
period May 12, 2005 (Inception) to November 30, 2008
 
 Year ended
                                                          November 30,
                                                          2008
                                                        
                                                        
                                                        Year ended
                                                          November 30,
                                                          2007
                                                        
                                                        
                                                        Cumulative
                                                          during the
                                                          exploration
                                                          stage(May 12,
                                                          2005 to
                                                          November 30,
                                                          2008)Cash
      Flows from Operating ActivitiesNet
      loss
                                                        
                                                        $
                                                        (43,215
                                                        )
                                                        
                                                        $
                                                        (27,271
                                                        )
                                                        
                                                        $
                                                        (123,753
                                                        )Adjustments to
      reconcile net loss to net cash provided by
      (used for) operating activities:Donated services and rent
                                                        
                                                        
                                                        6,750
                                                        
                                                        
                                                        
                                                        9,000
                                                        
                                                        
                                                        
                                                        29,250Impairment
      of mineral property acquisition costs
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        5,000Changes
      in operating assets and liabilitiesPrepaid
      expenses
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        84
                                                        
                                                        
                                                        
                                                        -Accounts
      payable and accrued liabilities
                                                        
                                                        
                                                        8,093
                                                        
                                                        
                                                        
                                                        (1,152
                                                        )
                                                        
                                                        
                                                        11,068Net cash provided by (used for)
      operating activities
                                                        
                                                        
                                                        (28,372
                                                        )
                                                        
                                                        
                                                        (19,339
                                                        )
                                                        
                                                        
                                                        (78,435
                                                        )Cash
      Flows from Investing ActivitiesAcquisition
      of mineral property
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        (5,000
                                                        )Net Cash provided by (used for)
      investing activities
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        (5,000
                                                        )Cash
      Flows from Financing ActivitiesProceeds
      from loans from related party
                                                        
                                                        
                                                        19,451
                                                        
                                                        
                                                        
                                                        27,000
                                                        
                                                        
                                                        
                                                        60,335Proceeds
      from sales of common stock
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        23,100Net cash provided by (used for)
      financial activities
                                                        
                                                        
                                                        19,451
                                                        
                                                        
                                                        
                                                        27,000
                                                        
                                                        
                                                        
                                                        83,435Increase
      (decrease) in cash
                                                        
                                                        
                                                        (8,921
                                                        )
                                                        
                                                        
                                                        7,661
                                                        
                                                        
                                                        
                                                        -Cash, beginning of period
                                                        
                                                        
                                                        8,921
                                                        
                                                        
                                                        
                                                        1,260
                                                        
                                                        
                                                        
                                                        -Cash, end of period
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        8,921
                                                        
                                                        
                                                        $
                                                        -Supplemental
      Disclosures of Cash Flow Information:Interest
      paid
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        -Income
      taxes paid
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        -Non-cash
      financing activities:Forgiveness
      of due to related party inconnection with change in
      control
                                                        
                                                        $
                                                        47,983
                                                        
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        47,983
 
 See
notes to financial statements.
  16
 Atwood
Minerals and Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Financial Statements
 November
30, 2008
 
 1.
                ORGANIZATION
      AND BUSINESS OPERATIONS
 
 Organization
 
 Atwood
Minerals and Mining Corp. (the “Company”) was incorporated in the State of
Nevada on May 12, 2005.
 
 Exploration
Stage Activities
 
 The
Company has been in the exploration stage since its formation and has not yet
realized any revenues from its planned operations.  It is primarily
engaged in the acquisition and exploration of mining claims.  Upon
location of a commercial minable reserve, the Company expects to actively
prepare the site for its extraction and enter a development stage.
 
 2.
                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.
 
 The
financial statements have been prepared on a “going concern” basis, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. At November 30, 2008, the Company had negative
working capital and a stockholders’ deficiency of $23,420. For the period May
12, 2005 (inception) to November 30, 2008, the Company had no revenues and
incurred a net loss of $123,753. These factors raise substantial doubt regarding
the Company’s ability to continue as a going concern. The Company plans to
obtain additional equity capital to finance its exploration program and future
operations. However, there is no assurance that the Company will be successful
in accomplishing this objective. The financial statements do not include any
adjustments that might be necessary should the Company be unable to continue as
a going concern.
 
 b)
                Use
      of Estimates and Assumptions
  The
preparation of financial statements in conformity with United States generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The Company
regularly evaluates estimates and assumptions related to donated expenses, and
deferred income tax asset valuations. 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.
  17
  Atwood
Minerals and Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Financial Statements
 November
30, 2008
 
 c)
                Financial
      Instruments
 
 The
carrying values of the Company’s financial instruments, consisting of cash,
accounts payable and accrued liabilities, and due to related party, approximate
their fair values because of the short maturity of these instruments. The
Company’s operations are in Canada and some of its assets and liabilities give
rise to significant exposure to market risks from changes in foreign currency
rates. The Company’s financial risk is the risk that arises from fluctuations in
foreign exchange rates and the degree of volatility of these rates. Currently,
the Company does not use derivative instruments to reduce its exposure to
foreign currency risk.
 
 d)
                Cash
      and Cash Equivalents
 
 The
Company considers all highly liquid instruments with a maturity of three months
or less at       the time of issuance to be
cash equivalents.
  e)
                Mineral
      Property Costs
  Mineral
property exploration costs are expensed as incurred. Mineral property
acquisition costs are initially capitalized when incurred using the guidance in
EITF 04-02, “Whether Mineral
Rights Are Tangible or Intangible Assets”. The Company assesses the
carrying costs for impairment under SFAS 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.
  f)
                Long-lived
      Assets
  In
accordance with the Financial Accounting Standards Board (“FASB”) SFAS No. 144,
“Accounting for the Impairment or Disposal of Long-Lived Assets”, the carrying
value of intangible assets and other long-lived assets is reviewed on a regular
basis for the existence of facts or circumstances that may suggest impairment.
The Company recognizes an impairment when the sum of the expected undiscounted
future cash flows is less than the carrying amount of the asset. Impairment
losses, if any, are measured as the excess of the carrying amount of the asset
over its estimated fair value.
 
 g)
                Foreign
      Currency Translation
 
 The
Company’s functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies are translated
in accordance with SFAS No. 52, “Foreign Currency
Translation”, using the exchange rate prevailing at the balance sheet
date. Gains and losses arising on settlement of foreign currency denominated
transactions or balances are included in the determination of income. Foreign
currency transactions are primarily undertaken in Canadian dollars. The Company
has not, to the date of these financials statements, entered into derivative
instruments to offset the impact of foreign currency fluctuations.
 
 h)
                Comprehensive
      Loss
 
 SFAS No.
130, “Reporting Comprehensive
Income,” establishes standards for the reporting and display of
comprehensive loss and its components in the financial statements. Since
inception except for net loss, the Company has had no items that represent a
comprehensive loss and, therefore, has not included a schedule of comprehensive
loss in the financial statements.
  18
  Atwood
Minerals and Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Financial Statements
 November
30, 2008
 
 i)
                Income
      Taxes
 
 Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. 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.
  j)
                Basic
      and Diluted Net  Earnings (Loss) Per
  Share
 
 The
Company computes net earnings (loss) per share in accordance with SFAS No. 128,
"Earnings per Share".
SFAS No. 128 requires presentation of both basic and diluted earnings per share
(EPS) on the face of the income statement. Basic EPS is computed by dividing net
income (loss) available to common shareholders (numerator) by the weighted
average number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the
period using the treasury stock method and convertible preferred stock using the
if-converted method. In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive.
 
 k)
                Recent
      Accounting Pronouncements
 
 Certain
accounting pronouncements have been issued by the FASB and other standard
setting organizations which are not yet effective and have not yet been adopted
by the Company. The impact on the Company’s financial position and results of
operations from adoption of these standards is not expected to be
material.
 
 3.
                MINERAL
      PROPERTY
  In June
2005, the Company acquired a 100% interest in the STEP mineral claim located in
the Nicola Mining Division, British Columbia, Canada for $5,000. The claim is
registered in the name of the vendor, who has executed a trust agreement to hold
the claim in trust on behalf of the Company.
 
 At
November 30, 2005, the Company recognized an impairment loss of $5,000 as it had
not been determined whether there were proven or probable reserves on the
property.
  On
December 4, 2008, the Trustee advised the Company that he had performed work on
the claim costing $4,750 and that unless the Company notified him of its desire
to maintain the claim and pay him $4,750 by December 8, 2008, he would either
allow the claim to expire on December 9, 2008 or take control of the claim and
apply the work to extend the expiry date of the claim.  On December 9,
2008, the Trustee applied the work as assessment to extend the expiry date to
December 9, 2009.  To date, the Company has not paid the $4,750 or
disputed the Trustee’s assertion of control over the
claim.
 4.
                RELATED
      PARTY BALANCES/TRANSACTIONS
  a) For
the year ended November 30, 2008, the Company recognized expenses of $4,500 for
donated services at $500 per month and $2,250 for donated rent at $250 per month
provided by the previous President of the Company.
  b)At November 30, 2008 and 2007, the
Company was indebted to the previous President of the Company in the amounts of
$0 and $40,884, respectively, for cash advances. The amounts were unsecured,
non-interest bearing and had no specific terms of repayment.
  19
  Atwood
Minerals and Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Financial Statements
 November
30, 2008
  c)  On
July 14, 2008, Professional Offshore Opportunity Fund Ltd (“POOF”) purchased
4,800,000 shares of the Company’s common stock pursuant to stock purchase
agreements with current holders of the Company’s common stock for an aggregate
purchase price of $365,410. Pursuant to these transactions, POOF owns
approximately 79% of our issued and outstanding common stock.  Prior
to these transactions, the Company was controlled by Walter Brenner, the former
sole officer and director. Mr. Brenner sold the 3,000,000 shares held by him to
POOF. In connection with these transactions, Mr. Brenner forgave the Company
from any liability due him. The Company did not receive any money from this
transaction.
  d) 
At November 30, 2008, the Company was indebted to POOF in the amount of $12,352
for expenses paid on behalf the Company.  The amounts are unsecured,
non-interest bearing and have no specific terms of repayment.
 
 5.
                COMMON
      STOCK
 
 On
September 1, 2005, the Company issued 5,100,000 shares of common stock at a
price of $0.001 per share for cash proceeds of $5,100.
 
 On
November 1, 2005, the Company issued 800,000 shares of common stock at a price
of $0.01 per share for cash proceeds of $8,000.
 
 On
November 30, 2005, the Company issued 200,000 shares of common stock at a price
of $0.05 per share for cash proceeds of $10,000.
 
 The
Company has no stock option plan. At November 30, 2008 and 2007, there were no
stock options, warrants or other dilutive securities outstanding.
 
 6.
                INCOME
      TAXES
 
 The
provisions for income taxes differ from the amounts computed by applying the
statutory United States federal income tax rate of 35% to income before income
taxes.  A reconciliation follows:
  Year Ended
                                November 30,
                                2008
                              
                              
                              Year Ended
                                November 30,
                                2007Expected
      tax at 35%
                              
                              $
                              (15,125
                              )
                              
                              $
                              (9,545
                              )Donated
      expenses
                              
                              
                              2,363
                              
                              
                              
                              3,150Increase
      in valuation allowance
                              
                              
                              12,762
                              
                              
                              
                              6,395Income
      tax provision
                              
                              $
                              -
                              
                              
                              $
                              -
 
 Significant
components of the Company’s deferred income tax assets are as
follows:
  20
  Atwood
Minerals and Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Financial Statements
 November
30, 2008
 
 November 30,
                            2008
                          
                          
                          November 30,
                            2007Net
      operating loss carryforword
                          
                          $
                          33,076
                          
                          
                          $
                          20,313Valuation
      allowance
                          
                          
                          (33,076
                          )
                          
                          
                          (20,313
                          )Net
      deferred tax assets
                          
                          $
                          0
                          
                          
                          $
                          0
 
 Based on
management’s present assessment, the Company has not yet determined it to be
more likely than not that a deferred tax asset of  $33,076 at November
30, 2008  attributable to the future utilization of the net operating
loss carryforward of $94,503 will be realized. Accordingly, the Company has
provided a 100% allowance against the deferred tax asset in the financial
statements. The Company will continue to review this valuation allowance and
make adjustments as appropriate. The $94,503 net operating loss carryforward
expires $10,570 in year 2025, $29,197 in year 2026, $18,271 in year 2027 and
36,465 in year 2028.
 
 Current
tax laws limit the amount of loss available to be offset against future taxable
income when a substantial change in ownership occurs. Therefore, the amount
available to offset future taxable income may be limited.
  21




ITEM 9A.    
CONTROLS AND PROCEDURES.




Evaluation
of Disclosure Controls and Procedures




Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in the reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time period specified in the
SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in the reports filed under the Exchange Act is accumulated and
communicated to management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. As of the end of the period covered by this report, we carried out
an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures. Based upon and as of the date of that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed in the reports we file and submit under the Exchange Act is recorded,
processed, summarized and reported as and when required.




Controls
and Procedures over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over our financial reporting as that term is defined in Rule 13a-15(f)
of the Exchange Act. Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of our financial statements for external
purposes in accordance with U.S. generally accepted accounting principles. Our
control environment is the foundation for our system of internal control over
financial reporting and is an integral part of our Code of Business Conduct and
Ethics and our Code of Ethics for the Chief Executive Officer, Chief Financial
Officer and Chief Accounting Officer. Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
our transactions and dispositions of our assets; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit timely
preparation of our financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on our financial statements.
  In order
to evaluate the effectiveness of our internal control over financial reporting
as of November 30, 2008, as required by Section 404 of the Sarbanes-Oxley Act of
2002, our management conducted an assessment, including testing, based on the
criteria set forth in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. In addition, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.
  Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting and, based on
that evaluation, concluded that, as of November 30, 2008, our internal control
over financial reporting was effective.
  This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management’s report
in this annual report.




ITEM
9B.    OTHER INFORMATION




None.




22




PART
III




ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROLPERSONS;
      COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
  ACT.




The
members of our board of directors serve until their successors are elected and
qualified. Our officers are elected by the board of directors to a term of one
(1) year and serve until their successors are duly elected and qualified, or
until they are removed from office. The board of directors has no nominating or
compensation committees.




The name,
address, age and position of our present officers and directors are set forth
below:




Name
                            
                            Age
                            
                            Position
      HeldGreg
      Goldberg
                            
                            46
                            
                            President,
      Principal Executive Officer, and Director
                              Principal
      Financial Officer, Principal Accounting Officer, Treasurer, Secretary and
      Director




The
persons named above have held their offices/positions since inception of our
company and are expected to hold their offices/positions until the next annual
meeting of our stockholders.




Background
of officers and directors




Mr. Greg
Goldberg has been our president, principal executive officer and director since
July 14, 2008. Mr.  Goldbergis a
manager and member of Professional Traders Management, LLC (“PTM”). PTM is the
manager of our controlling stockholder.  Prior to joining PTN in 2003.
Mr. Goldberg was a Principal at Ocean View Capital LLC where he managed a
long/short equity fund from 1998 to 2003. Mr. Goldberg received his Bachelors of
Science in Business Administration, Marketing/Finance, cum laude, from Marist
College in 1984.




Conflicts
of Interest




The only
conflict that we foresee is that our officer and director devotes time to
projects that do not involve us.




Involvement
in Certain Legal Proceedings




Other
than as described in this section, to our knowledge, during the past five years,
no present or former director or executive officer of our company: (1) filed a
petition under the federal bankruptcy laws or any state insolvency law, nor had
a receiver, fiscal agent or similar officer appointed by a court for the
business or present of such a person, or any partnership in which he was a
general partner at or within two yeas before the time of such filing, or any
corporation or business association of which he was an executive officer within
two years before the time of such filing; (2) was convicted in a criminal
proceeding or named subject of a pending criminal proceeding (excluding traffic
violations and other minor offenses); (3) was the subject of any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him from or
otherwise limiting the following activities: (i) acting as a futures commission
merchant, introducing broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant, associated person of any
of the foregoing, or as an investment advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director of any investment company, or
engaging in or continuing any conduct or practice in connection with such
activity; (ii) engaging in any type of business practice; (iii) engaging in any
activity in connection with the purchase or sale of any security or commodity or
in connection with any violation of federal or state securities laws or federal
commodity laws; (4) was 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; (5) was found by a court
of competent jurisdiction in a civil action or by the Securities and Exchange
Commission to have violated any federal or state securities law and the judgment
in subsequently reversed, suspended or vacate; (6) was found by a court of
competent jurisdiction in a civil action or by the Commodity Futures Trading
Commission to have violated any federal commodities law, and the judgment in
such civil action or finding by the Commodity Futures Trading Commission has not
been subsequently reversed, suspended or vacated.




23




Audit
Committee and Charter




We have a
separately-designated audit committee of the board. Audit committee functions
are performed by our board of directors. None of our directors are deemed
independent. All directors also hold positions as our officers. Our audit
committee is responsible for: (1) selection and oversight of our independent
accountant; (2) establishing procedures for the receipt, retention and treatment
of complaints regarding accounting, internal controls and auditing matters; (3)
establishing procedures for the confidential, anonymous submission by our
employees of concerns regarding accounting and auditing matters; (4) engaging
outside advisors; and, (5) funding for the outside auditor and any outside
advisors engagement by the audit committee.




Audit
Committee Financial Expert




None of
our directors or officers have the qualifications or experience to be considered
a financial expert. 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.




Disclosure
Committee and Charter




We have a
disclosure committee and disclosure committee charter. Our disclosure committee
is comprised of all of our officers and directors. The purpose of the committee
is to provide assistance to the Chief Executive Officer and the Chief Financial
Officer in fulfilling his responsibilities regarding the identification and
disclosure of material information about us and the accuracy, completeness and
timeliness of our financial reports.




Director
Independence




Our board
of directors has determined that currently none of it members  qualify
as “independent” as the term is used in Item 407 of Regulation S-B as
promulgated by the SEC and in the listing standards of The Nasdaq Stock Market,
Inc. - Marketplace Rule 4200.





Section
16(a) Beneficial Ownership Reporting Compliance




Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires our directors,
executive officers, and stockholders holding more than 10% of our outstanding
common stock, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in beneficial ownership of our
common stock.  Executive officers, directors and greater-than-10%
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file.  To our knowledge, based solely
on review of the copies of such reports furnished to us for the period ended
November 30, 2008, no Section 16(a) reports required to be filed by our
executive officers, directors and greater-than-10% stockholders were filed on a
timely basis.





Code
of Ethics





We have
adopted a code of ethics that applies to the principal executive officer and
principal financial and accounting officer.  We will provide to any
person without charge, upon request, a copy of our code of
ethics.  Requests may be directed to our principal executive offices
at 1400 Old Country Road, Suite 206, Westbury, NY 11590.




ITEM
11.     EXECUTIVE COMPENSATION




The
following table sets forth information with respect to compensation paid by us
to our officers and directors during the three most recent fiscal years. This
information includes the dollar value of base salaries, bonus awards and number
of stock options granted, and certain other compensation, if any.




Summary Compensation TableLong Term CompensationAnnual Compensation
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            Awards
                                                            
                                                            
                                                            
                                                            
                                                            
                                                            PayoutsOtherAnnual
                                                            
                                                            
                                                            Restricted
                                                            
                                                            
                                                            SecuritiesCompensatopm
                                                            
                                                            
                                                            Stock
                                                            
                                                            
                                                            Underlying
                                                            
                                                            
                                                            LTIP
                                                            
                                                            
                                                            All OtherName and Principal
                                                            
                                                            
                                                            
                                                            Salary
                                                            
                                                            
                                                            Bonus
                                                            
                                                            
                                                            sation
                                                            
                                                            
                                                            Award(s)
                                                            
                                                            
                                                            Options
                                                            
                                                            
                                                            Payouts
                                                            
                                                            
                                                            CompensationPosition
                                                            
                                                            Year
                                                            
                                                            ($)
                                                            
                                                            
                                                            ($)
                                                            
                                                            
                                                            ($)Greg
      Goldberg
                                                            
                                                            2008
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0President(since
      July 14, 2008)Walter
      Brenner
                                                            
                                                            2008
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0President
                                                            
                                                            2007
                                                            
                                                            
                                                            9,000
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0(until
      July 14, 2008)
                                                            
                                                            2005
                                                            
                                                            
                                                            1,500
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0
                                                            
                                                            
                                                            
                                                            0




24




The
following table sets forth information with respect to compensation paid by us
to our directors during the last completed fiscal year. Our fiscal year end is
November 30, 2008.




Director
      Compensation TableName
                                                                  
                                                                  FeesEarnedor
      Paid inCash
                                                                  
                                                                  
                                                                  StockAwards
                                                                  
                                                                  
                                                                  OptionAwards
                                                                  
                                                                  
                                                                  Non-EquityIncentive
      Plan Compensation
                                                                  
                                                                  
                                                                  Change
      inPension ValueandNonqualifiedDeferred Compensation
      Earnings
                                                                  
                                                                  
                                                                  All
      Other Compensation
                                                                  
                                                                  
                                                                  Total($)
                                                                  
                                                                  
                                                                  ($)
                                                                  
                                                                  
                                                                  ($)
                                                                  
                                                                  
                                                                  ($)
                                                                  
                                                                  
                                                                  ($)
                                                                  
                                                                  
                                                                  ($)
                                                                  
                                                                  
                                                                  ($)Greg
      Goldberg
                                                                    (since
      July 14, 2008)
                                                                  
                                                                  
                                                                  0
                                                                  
                                                                  
                                                                  
                                                                  0
                                                                  
                                                                  
                                                                  
                                                                  0
                                                                  
                                                                  
                                                                  
                                                                  0
                                                                  
                                                                  
                                                                  
                                                                  0
                                                                  
                                                                  
                                                                  
                                                                  0
                                                                  
                                                                  
                                                                  
                                                                  0Walter
      Brenner
                                                                    (until
      July 14, 2008)
                                                                  
                                                                  
                                                                  0
                                                                  
                                                                  
                                                                  
                                                                  0
                                                                  
                                                                  
                                                                  
                                                                  0
                                                                  
                                                                  
                                                                  
                                                                  0
                                                                  
                                                                  
                                                                  
                                                                  0
                                                                  
                                                                  
                                                                  
                                                                  0
                                                                  
                                                                  
                                                                  
                                                                  0




We have
no employment agreements with any of our officers. We do not contemplate
entering into any employment agreements until such time as we begin profitable
operations.




The
compensation discussed herein addresses all compensation awarded to, earned by,
or paid to our named executive officers.




There are
no other stock option plans, retirement, pension, or profit sharing plans for
the benefit of our officers and directors other than as described
herein.




Long-Term
Incentive Plan Awards




We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance.




Compensation
of Directors




Our
directors do not receive any compensation for serving as members of the board of
directors.




Indemnification




Under our
Articles of Incorporation and Bylaws of the corporation, we may indemnify an
officer or director who is made a party to any proceeding, including a law suit,
because of his position, if he acted in good faith and in a manner he reasonably
believed to be in our best interest. We may advance expenses incurred in
defending a proceeding. To the extent that the officer or director is successful
on the merits in a proceeding as to which he is to be indemnified, we must
indemnify him against all expenses incurred, including attorney's fees. With
respect to a derivative action, indemnity may be made only for expenses actually
and reasonably incurred in defending the proceeding, and if the officer or
director is judged liable, only by a court order. The indemnification is
intended to be to the fullest extent permitted by the laws of the State of
Nevada.




Regarding
indemnification for liabilities arising under the Securities Act of 1933, which
may be permitted to directors or officers under Nevada law, we are informed
that, in the opinion of the Securities and Exchange Commission, indemnification
is against public policy, as expressed in the Act and is, therefore,
unenforceable.




25






ITEM
12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT




The
following table sets forth, as of the date of this report, the total number of
shares owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The stockholders listed below have direct ownership of
his/her shares and possess voting and dispositive power with respect to the
shares. Our office address is at 1400 Old Country Road, Suite 206, Westbury,
NY  11590 and our telephone number is (516) 228-0070.





Name of Beneficial Owner (1)
                        
                        Direct Amount of
                          Beneficial Owner
                        
                        
                        Position
                        
                        
                        Percent
                          of ClassGreg
      Goldberg
                        
                        
                        0
                        
                        
                        President,
      Principal Executive Officer, Principal Financial Officer, Principal
      Accounting Officer, Treasurer, Secretary and Director
                        
                        
                        
                        0Professional
      Offshore Opportunity Fund, Ltd
                        
                        
                        4,800,000
                        
                        
                        N/A
                        
                        
                        
                        78.69
                        %All
      Officers and Directors as a Group (1 Person)
                        
                        
                        0
                        
                        
                        N/A
                        
                        
                        
                        0
                        %





(1)  Mr.
Goldberg is a manager and member of Professional Traders Management, LLC
(“PTM”).  PTM is the manager of Professional Offshore Opportunity
Fund, Ltd.





Changes in
Control




On July
14, 2008, Professional Offshore Opportunity Fund Ltd (“POOF”) purchased 4.8
million shares of our common stock pursuant to stock purchase agreements with
current holders of our common stock for an aggregate purchase price of
$365,418.00. Pursuant to these transactions, POOF owns approximately 79% of our
issued and outstanding common stock. Prior to these transactions, we were
controlled by Walter Brenner, our former sole officer and director. Mr. Brenner
sold all the 3 million shares held by him to POOF.




ITEM 13.    
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




We issued
3,000,000 shares of our common stock to Mr. Walter Brenner on September 1, 2005
pursuant to Reg. S of the Securities Act of 1933. Mr. Brenner was, until July
14, 2008, our president, chief executive officer, treasurer, principal financial
officer and a director. Mr. Brenner acquired these shares at a price of $0.001
per share for total proceeds to us of $3,000.00.




Mr.
Brenner provides services to us and allows us to use a portion of his home as
our office at no cost to the Company.




Since inception to July
14, 2008 (the date of Mr. Brenner’s resignation), Mr. Brenner loaned uswas $49,426. The were forgiven by Mr. Brenner in connection with the July
14, 2008 sale of his common stock and the release executed by him in connection
with such sale.




From July
14, 2008 through November 30, 2008, POOF has paid $12,352 directly to third
party vendors to cover our expenses.  These amounts are unsecured and
have no specific terms of repayment.




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-QSBs or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years
was:




26




2008
              $
              6,000
              Michael
      T. Studer, CPA2007
              $
              6,000
              Michael
      T. Studer, CPA2007
              $
              5,908
              Manning
      Elliott, LLP, Chartered
Accountants





(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-
              Michael
      T. Studer, CPA2007
              $
              -0-
              Michael
      T. Studer, CPA2007
              $
              -0-
              Manning
      Elliott, LLP, Chartered
Accountants




(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-
              Michael
      T. Studer, CPA2007
              $
              -0-
              Michael
      T. Studer, CPA2007
              $
              -0-
              Manning
      Elliott, LLP, Chartered
Accountants




(4)
All Other Fees




2008
              $
              -0-
              Michael
      T. Studer, CPA2007
              $
              -0-
              Michael
      T. Studer, CPA2007
              $
              -0-
              Manning
      Elliott, LLP, Chartered
Accountants




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




(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%.




ITEM 15.    
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.




Incorporated by referenceExhibit
                                            
                                            Document Description
                                            
                                            Form
                                            
                                            Date
                                            
                                            Number
                                            
                                            Filed
                                              Herewith3.1
                                            
                                            Articles
      of Incorporation.
                                            
                                            SB-2
                                            
                                            06-08-06
                                            
                                            3.13.2
                                            
                                            Bylaws.
                                            
                                            SB-2
                                            
                                            06-08-06
                                            
                                            3.24.1
                                            
                                            Specimen
      Stock Certificate.
                                            
                                            SB-2
                                            
                                            06-08-06
                                            
                                            4.110.1
                                            
                                            Trust
      Agreement
                                            
                                            SB-2
                                            
                                            06-08-06
                                            
                                            10.114.1
                                            
                                            Code
      of Ethics
                                            
                                            10-KSB
                                            
                                            03-15-07
                                            
                                            14.116.1
                                            
                                            Letter
      from Manning Elliott LLP
                                            
                                            8-K
                                            
                                            01-09-08
                                            
                                            16.131.1
                                            
                                            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 11 U.S.C. Section 1350, asadopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive
      Office and Chief Financial Officer).
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            X99.1
                                            
                                            Audit
      Committee Charter
                                            
                                            10-KSB
                                            
                                            03-15-07
                                            
                                            99.299.2
                                            
                                            Disclosure
      Committee Charter
                                            
                                            10-KSB
                                            
                                            03-15-07
                                            
                                            99.3


27


SIGNATURES




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





ATWOOD MINERALS AND MINING
CORP.BY:
                /s/ Greg GoldbergGreg
      Goldberg, President, Principal Executive
                  Officer,
      Principal Financial Officer, Principal
                  Accounting
      Officer, Secretary, Treasurer and sole
                  Director





28