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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549

FORM 10-QSB/A-2



|[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 [ X ]     No   [   ]

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.



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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).            



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 11th day of December, 2006.



| | ATWOOD MINERALS AND MINING
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| | BY:                       
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