=====================================================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB/A-1



|[X]   | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|----- | ----------------------------------------------------------------------------------------
|      | FOR THE QUARTERLY PERIOD ENDED May 31, 2006                                             
|      |                                                                                         
|      | OR                                                                                      
|      |                                                                                         
|[   ] | 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 333-134828

ATWOOD MINERALS AND MINING CORP.



|Nevada                                                         | 98-0471652                       
|-------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)

1030 Denman St. Suite 125A
Vancouver, British Columbia  
Canada  V6G 2M6
(604) 818-2617
(Address of principal executive offices, including zip code.)

(604) 818-2617
(Registrant's telephone number, including area code)

The Company is a Shell company:     Yes [   ]     No   [X]

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

As of July 31, 2006, the Company had 6,100,000 shares of common stock outstanding.

=====================================================================================================



---

PART I

ITEM 1.     INTERIM FINANCIAL STATEMENTS



Atwood Minerals and Mining Corp.
(An Exploration Stage Company)

May 31, 2006



| |                                   |  |  |  |  |     |     |     |  | Index
| | --------------------------------- |  |  |  |  | --- | --- | --- |  | -----
|
| | Balance Sheets                    |  |  |  |  |     |     | F-1
|
| | Statements of Operations          |  |  |  |  |     | F-2
|
| | Statements of Cash Flows          |  |  |  |  |     | F-3
|
| | Notes to the Financial Statements |  |  |  |  | F-4
|























- 2 -

---

Atwood Minerals and Mining Corp.
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. dollars)
(unaudited)



|                                                                                                      | May 31,
2006
$ | November 30,
2005
$
|----------------------------------------------------------------------------------------------------- | -------------- | -------------------
|                                                                                                      |                |                    
|                                                                                                      |                |                    
|ASSETS                                                                                                |                |                    
|                                                                                                      |                |                    
|Current Assets                                                                                        |                |                    
|                                                                                                      |                |                    
|Cash                                                                                                  | 2,393          | 18,060             
|                                                                                                      |                |                    
|Total Assets                                                                                          | 2,393          | 18,060             
|                                                                                                      |                |                    
|                                                                                                      |                |                    
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                        |                |                    
|                                                                                                      |                |                    
|Current Liabilities                                                                                   |                |                    
|                                                                                                      |                |                    
|Accounts Payable                                                                                      | 10,770         | -                  
|Accrued liabilities                                                                                   | -              | 5,450              
|Due to related parties (Note 3(a))                                                                    | 80             | 80                 
|                                                                                                      |                |                    
|Total Liabilities                                                                                     | 10,850         | 5,530              
|                                                                                                      |                |                    
|                                                                                                      |                |                    
|Contingencies and Commitments (Notes 1 and 4)                                                         |                |                    
|                                                                                                      |                |                    
|Stockholders'
 Equity (Deficit)                                                                       |                |                    
|                                                                                                      |                |                    
|Common Shares, 75,000,000 shares authorized, $0.001 par value
6,100,000 shares issued and outstanding | 6,100          | 6,100              
|                                                                                                      |                |                    
|Additional Paid-In Capital                                                                            | 17,000         | 17,000             
|                                                                                                      |                |                    
|Donated Capital (Note 3(b))                                                                           | 9,000          | 4,500              
|                                                                                                      |                |                    
|Deficit Accumulated During the Exploration Stage                                                      | (40,557)       | (15,070)           
|                                                                                                      |                |                    
|Total Stockholders' Equity (Deficit)                                                                  | (8,457)        | 12,530             
|                                                                                                      |                |                    
|Total Liabilities and Stockholders' Equity (Deficit)                                                  | 2,393          | 18,060             
|                                                                                                      |                |                    









F-1

- 3 -

---

Atwood Minerals and Mining Corp.
(An Exploration Stage Company)
Statements of Operations
(Expressed in U.S. dollars)
(unaudited)





|                                             | Accumulated from                 | Three        | From                              | Six         
|-------------------------------------------- | -------------------------------- | ------------ | --------------------------------- | ------------
|                                             | May 12, 2005
(Date of Inception) | Months
Ended | May 12, 2005 
(Date of Inception) | Months
Ended
|                                             | To May 31,                       | May 31,      | To May 31,                        | May 31,     
|                                             | 2006                             | 2006         | 2005                              | 2006        
|                                             | $                                | $            | $                                 | $           
|                                             |                                  |              |                                   |             
|                                             |                                  |              |                                   |             
|Revenue                                      | -                                | -            | -                                 | -           
|                                             |                                  |              |                                   |             
|Expenses                                     |                                  |              |                                   |             
|                                             |                                  |              |                                   |             
|Donated rent (Note 3(b))                     | 3,000                            | 750          | -                                 | 1,500       
|Donated services (Note 3(b))                 | 6,000                            | 1,500        | -                                 | 3,000       
|General and administrative                   | 207                              | 42           | -                                 | 87          
|Impairment loss on mineral property (Note 4) | 5,000                            | -            | -                                 | -           
|Professional fees                            | 26,350                           | 20,700       | -                                 | 20,900      
|                                             |                                  |              |                                   |             
|Total Expenses                               | 40,557                           | 22,992       | -                                 | 25,487      
|                                             |                                  |              |                                   |             
|Net Loss                                     | (40,557)                         | (22,992)     | -                                 | (25,487)    
|                                             |                                  |              |                                   |             
|                                             |                                  |              |                                   |             
|Net Loss Per Share - Basic and Diluted       |                                  | -            | -                                 | -           
|                                             |                                  |              |                                   |             
|                                             |                                  |              |                                   |             
|Weighted Average Shares Outstanding          |                                  | 6,100,000    | -                                 | 6,100,000   
|                                             |                                  |              |                                   |             















F-2

- 4 -

---

Atwood Minerals and Mining Corp.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)



|                                                                           | Accumulated
From 
May 12, 2005 
(Date of Inception) 
to May 31, 
2006
$ | Six Months Ended 
May 31,
2006
$ | From
May 12, 2005
(Date of Inception)
To May 31,
2005
$
|-------------------------------------------------------------------------- | ----------------------------------------------------------------------- | -------------------------------- | -------------------------------------------------------
|                                                                           |                                                                         |                                  |                                                        
|                                                                           |                                                                         |                                  |                                                        
|Operating Activities                                                       |                                                                         |                                  |                                                        
|                                                                           |                                                                         |                                  |                                                        
|Net loss                                                                   | (40,557)                                                                | (25,487)                         | -                                                      
|                                                                           |                                                                         |                                  |                                                        
|Adjustments to reconcile net loss to net cash used in operating activities |                                                                         |                                  |                                                        
|Impairment loss on mineral property                                        | 5,000                                                                   | -                                | -                                                      
|Donated services and expenses                                              | 9,000                                                                   | 4,500                            | -                                                      
|                                                                           |                                                                         |                                  |                                                        
|Change in operating assets and liabilities                                 |                                                                         |                                  |                                                        
|Accounts payable and accrued liabilities                                   | 10,770                                                                  | 5,320                            | -                                                      
|                                                                           |                                                                         |                                  |                                                        
|Net Cash Used in Operating Activities                                      | (15,787)                                                                | (15,667)                         | -                                                      
|                                                                           |                                                                         |                                  |                                                        
|Investing Activities                                                       |                                                                         |                                  |                                                        
|                                                                           |                                                                         |                                  |                                                        
|Mineral property acquisition costs                                         | (5,000)                                                                 | -                                | -                                                      
|                                                                           |                                                                         |                                  |                                                        
|Net Cash Used in Investing Activities                                      | (5,000)                                                                 | -                                | -                                                      
|                                                                           |                                                                         |                                  |                                                        
|Financing Activities                                                       |                                                                         |                                  |                                                        
|                                                                           |                                                                         |                                  |                                                        
|Advances from related party                                                | 80                                                                      | -                                | -                                                      
|Proceeds from issuance of common shares                                    | 23,100                                                                  | -                                | -                                                      
|                                                                           |                                                                         |                                  |                                                        
|Net Cash Flows Provided by Financing Activities                            | 23,180                                                                  | -                                | -                                                      
|                                                                           |                                                                         |                                  |                                                        
|Increase (Decrease) in Cash                                                | 2,393                                                                   | (15,667)                         | -                                                      
|                                                                           |                                                                         |                                  |                                                        
|Cash - Beginning of Period                                                 | -                                                                       | 18,060                           | -                                                      
|                                                                           |                                                                         |                                  |                                                        
|Cash - End of Period                                                       | 2,393                                                                   | 2,393                            | -                                                      
|                                                                           |                                                                         |                                  |                                                        
|Supplemental Disclosures                                                   |                                                                         |                                  |                                                        
|Interest paid                                                              | -                                                                       | -                                | -                                                      
|Income taxes paid                                                          | -                                                                       | -                                | -                                                      
|                                                                           |                                                                         |                                  |                                                        





F-3

- 5 -

---

|Atwood Minerals and Mining Corp. 
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(Unaudited)                      
|                                 
|1.                               
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|2.                               
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 



F-4

- 6 -

---

|Atwood Minerals and Mining Corp. 
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(Unaudited)                      
|2.                               
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 

F-5

- 7 -

---

|Atwood Minerals and Mining Corp. 
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(Unaudited)                      
|                                 
|2.                               
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 

F-6

- 8 -

---

|Atwood Minerals and Mining Corp. 
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(Unaudited)                      
|                                 
|2.                               
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|3.                               
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|4.                               
|                                 
|                                 







F-7

- 9 -

---

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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

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

Our auditors have issued a going concern opinion.  This means that there is substantial  doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals.  Accordingly, we must raise cash from sources other than the sale of minerals found on the property.  Our only other source for cash at this time is investment by others in our private placement.   The cash we raised will allow us to stay in business for at least one year.  Our success or failure will be determined by the results of our exploration.

To meet our need for cash, we raised money from a private placement.  If we find mineralized material and it is economically feasible to remove the mineralized material, 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, such as a public offering or a second private placement of securities.

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.  Even if we complete our current exploration program and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit.

We will be conducting research in the form of exploration of the property.  Our exploration program is explained in as much detail as possible in the business section of this report.  We are not going to buy or sell any plant or significant equipment during the next twelve months.  We will not buy any equipment until we have located a reserve and we have determined it is economical to extract the minerals from the land.



- 10 -

---

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

If we are unable to complete any phase of exploration because we don't have enough money, we will cease activities until we raise more money.  If we can't or don't raise more money, we will cease activities.  If we cease activities, we don't know what we will do and we don't have any plans to do anything.

We do not intend to hire additional employees at this time.  All of the work on the property will be conducted by unaffiliated independent contractors that we will hire.  The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation.  The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Milestones

The following are our milestones:

1.   June 2006 - August 2006 - we intend to hire a technically  trained consultant to compile exploration data, analyze it and compile a map.   We have not selected a consultant as of the date of this report.  This phase 1 reconnaissance work requires approximately one  week of field work by a two person crew.   The whole phase, including the initial  compilation  and the  later  presentation  to  management,  is  estimated to cost $5,000.

2.  August 2006 - December 2006 - we intend to pursue a field program of  prospecting  and  geochemical  surveying to  determine  the extent  and  distribution  of  mineralization  on  the  surface  of the property  which may indicate the potential  presence of a reserve.   Geochemical surveys involve a consulting geologist gathering samples of soil and rock  from  property  areas  with the most  potential  to host  economically significant  mineralization.  All samples gathered will be sent to a  laboratory  where they are  crushed and  analyzed  for metal content. Cost for Phase 2 is estimated to be $15,000.

3.  January 2007 - March 2007 - we intend to conduct a detailed field examination of potential exploration sites including localized geophysical surveys and localized magnetometer and soil surveys over the prime indicated anomalous zones.  We anticipate this phase will cost approximately $20,000.

4.  March 2007 - June 2007 - we intend to begin core drilling.  Core drilling will cost $20.00 per foot.  We intend to drill 36 holes to a depth of 100 feet for a total cost of $72,000.  Core drilling will be subcontracted to non-affiliated third parties.  No power source is need for core drilling.  The drilling rig operates on diesel fuel.  All electric power need, for light and heating while on the property will be generated from gasoline powered generators.

5.  July 2007 - August 2007 - we intend to have an independent third party analyze the samples from the core drilling to determine if mineralized material is below the ground.  If mineralized material is found, define the body.  We estimate that it will cost $3,000 to analyze the core samples.



- 11 -

---

All funds for the foregoing activities have been obtained from our private placement or will be obtained from a future private placement, a public offering or a loan from Mr. Brenner.

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

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 intend to begin exploration activities in June 2006.

Since inception, we have used loans from Mr. Brenner, our president and director, to stake the property, to incorporate us, and to pay our legal and accounting expenses.  Net cash provided by him since inception on May 12, 2005 to May 31, 2006 was $115.  The loans are not evidenced by any written instrument and are to be repaid at our discretion. The loans are without interest, and unsecured.

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  is  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.



- 12 -

---

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 $0.20 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 May 31, 2006, our total assets were $2,393 and our total liabilities were $10,850.

Recent accounting pronouncements

In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, "Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20 and SFAS No. 3". SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods' financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position.

The FASB has also issued SFAS No. 155 "Accounting for Certain Hybrid Financial Instruments" and SFAS No. 156 "Accounting for Servicing of Financial Assets", but they will not have any relationship to the operations of the Company. Therefore a description and its impact for each on the Company's operations and financial position have not been disclosed.

ITEM 3.     CONTROLS AND PROCEDURES.

(a)	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 our files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.



- 13 -

---

(b)	Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of the period covered by this report that could have affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to deficiencies and material weakness.

There were no changes in our internal controls or in other factors that could affect these controls subsequent to the date of their evaluation, including any deficiencies or material weaknesses of internal controls that would require corrective action.

PART II  OTHER INFORMATION

ITEM 6.     EXHIBITS.

The following documents are included herein:

|Exhibit No. | Document Description                                                                                                                                         
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                              
|31.1        | Certification of Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
|            |                                                                                                                                                              
|32.1        | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).            



















- 14 -

---

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 7th day of September, 2006.



| | ATWOOD MINERALS AND MINING
| | --------------------------
| |                           
| | BY:                       
| |                           
| |                           
| |                           
| |                           
| |                           























- 15 -

---