UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington
D.C. 20549




FORM
10-Q




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





For the quarterly period ended February
28, 2009





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





For the transition period from
_________________ to _________________




Commission
      File No.: 000-52511




ATWOOD
MINERALS AND MINING CORP.


(Exact
name of registrant as specified in its charter)





Nevada
            98-0471052(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer ID Number)




1400
Old Country Road, Suite 206, Westbury, New York 11590


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




(516)
228-0070


(telephone
number, including area code)




(former
address)





Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.   Yes x No o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated
      filer o
            Accelerated
      filer oNon-accelerated
      filer o Do not check
      if a smaller reporting company)
            Smaller
      reporting company x





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




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 6,100,000 as of April 13, 2009









PART
I – FINANCIAL INFORMATION





ITEM
1.  FINANCIAL STATEMENTS




Atwood
      Minerals and Mining Corp.(An
      Exploration Stage Company)Balance
      Sheets
  ASSETSFebruary
28,
              
              
              November
30,2009
              
              
              2008(Unaudited)
              
              
              (Audited)Current
    AssetsCash
              
              $
              -
              
              
              $
              -Total Current
      Assets
              
              
              -
              
              
              
              -Mineral property acquisition
      costs, less reserve forimpairment of $5,000 and $5,000,
      respectively
              
              
              -
              
              
              
              -Total
Assets
              
              $
              -
              
              
              $
              -LIABILITIES AND STOCKHOLDERS'
      EQUITY(DEFICIENCY)Current
      LiabilitiesAccounts
      payable
              
              $
              13,385
              
              
              $
              3,822Accrued
      liabilities
              
              
              2,834
              
              
              
              7,246Due to related
      party
              
              
              17,952
              
              
              
              12,352Total current
      liabilities
              
              
              34,171
              
              
              
              23,420Stockholders' 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
              
              
              
              77,233Deficit accumulated during the
      exploration stage
              
              
              (134,504
              )
              
              
              (123,753
              )Total stockholders' equity
      (deficiency)
              
              
              (34,171
              )
              
              
              (23,420
              )Total Liabilities and
      Stockholders' Equity (Deficiency)
              
              $
              -
              
              
              $
              -See notes to financial
      statements.









Atwood
      Minerals and Mining Corp.(An
      Exploration Stage Company)Statements
      of Operations(Unaudited)
  Three
      months ended February 28, 2009
              
              
              Three
      months ended February 29, 2008
              
              
              Cumulative
      during the  exploration stage(May 12, 2005 to February 28,
      2009)Revenue
              
              $
              -
              
              
              $
              -
              
              
              $
              -Cost
      and expensesDonated
      rent
              
              
              -
              
              
              
              750
              
              
              
              9,750Donated
      services
              
              
              -
              
              
              
              1,500
              
              
              
              19,500General
      and administrative
              
              
              200
              
              
              
              698
              
              
              
              6,554Impairment
      of mineral property acquisition costs
              
              
              -
              
              
              
              -
              
              
              
              5,000Professional
      fees
              
              
              10,551
              
              
              
              14,489
              
              
              
              93,700Total
      Costs and Expenses
              
              
              10,751
              
              
              
              17,437
              
              
              
              134,504Net
      Loss
              
              $
              (10,751
              )
              
              $
              (17,437
              )
              
              $
              (134,504
              )Net
      Loss per shareBasic
      and diluted
              
              $
              (0.00
              )
              
              $
              (0.00
              )Number
      of common shares used to compute loss per shareBasic
      and diluted
              
              
              6,100,000
              
              
              
              6,100,000See
      notes to financial statements.




Atwood
      Minerals and Mining Corp.(An
      Exploration Stage Company)Statements
      of Stockholders' Equity (Deficiency)For
      the period May 12, 2005 (Inception) to February 28,
  2009
  Common
      Stock, $0.001 Par Value
              
              
              Additional
      Paid-in
              
              
              Donated
              
              
              Deficit
      Accumulated During the
              
              
              Total
      Stockholders' EquityShares
              
              
              Amount
              
              
              Capital
              
              
              Capital
              
              
              Exploration  Stage
              
              
              (Deficiency)Common
      stock issued for cash:-
      at
      a price of $0.001 per share
              
              
              5,100,000
              
              
              $
              5,100
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              5,100-
      at
      a price of $0.01 per share
              
              
              800,000
              
              
              
              800
              
              
              
              7,200
              
              
              
              -
              
              
              
              -
              
              
              
              8,000-
      at
      a price of $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 withchange
      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
              )Unaudited:Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (10,751
              )
              
              
              (10,751
              )Balance,
      Feburary 28, 2009
              
              
              6,100,000
              
              
              $
              6,100
              
              
              $
              17,000
              
              
              $
              77,233
              
              
              $
              (134,504
              )
              
              $
              (34,171
              )See
      notes to financial statements.




Atwood
      Minerals and Mining Corp.(An
      Exploration Stage Company)Statements
      of Cash Flows(Unaudited)
  Three
      months ended February 28, 2009
              
              
              Three
      months ended February 29, 2008
              
              
              Cumulative
      during the exploration stage(May 12, 2005 to February 28,
      2009)Cash
      Flows from Operating ActivitiesNet
      loss
              
              $
              (10,751
              )
              
              $
              (17,437
              )
              
              $
              (134,504
              )Adjustments
      to reconcile net loss to net cashprovided
      by (used for) operating activities:Donated
      services and rent
              
              
              -
              
              
              
              2,250
              
              
              
              29,250Impairment
      of mineral property acquisition costs
              
              
              -
              
              
              
              -
              
              
              
              5,000Changes
      in operating assets and liabilitiesAccounts
      payable and accrued liabilities
              
              
              5,151
              
              
              
              5,634
              
              
              
              16,219Net
      cash provided by (used for) operating activities
              
              
              (5,600
              )
              
              
              (9,553
              )
              
              
              (84,035
              )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
              
              
              5,600
              
              
              
              3,042
              
              
              
              65,935Proceeds
      from sales of common stock
              
              
              -
              
              
              
              -
              
              
              
              23,100Net
      cash provided by (used for) financial activities
              
              
              5,600
              
              
              
              3,042
              
              
              
              89,035Increase
      (decrease) in cash
              
              
              -
              
              
              
              (6,511
              )
              
              
              -Cash,
      beginning of period
              
              
              -
              
              
              
              8,921
              
              
              
              -Cash,
      end of period
              
              $
              -
              
              
              $
              2,410
              
              
              $
              -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
              
              $
              
              
              
              $
              -
              
              
              $
              47,983See
      notes to financial statements.




Atwood
Minerals and Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Financial Statements
 February
28, 2009
 (Unaudited)


1.
              ORGANIZATION AND BUSINESS
      OPERATIONS
 
 Organization
 
 Atwood
Minerals and Mining Corp. (the “Company”) was incorporated in the State of
Nevada on May 12, 2005.
 
 Exploration
Stage Activities
 
 The
Company has been in the exploration stage since its formation and has not yet
realized any revenues from its planned operations. It is primarily engaged in
the acquisition and exploration of mining claims. Upon location of a commercial
minable reserve, the Company expects to actively prepare the site for its
extraction and enter a development stage.
  2.
              INTERIM
      FINANCIAL INFORMATION
 
 The
unaudited financial statements as of February 28, 2009 and for the three months
ended February 28, 2009 and 2008 and for the period May 12, 2005 (inception) to
February 28, 2009 have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial information and
with instructions to Form 10-Q. In the opinion of management, the unaudited
financial statements have been prepared on the same basis as the annual
financial statements and reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the financial position as
of  February 28, 2009 and the results of operations and cash flows for
the periods ended February 28, 2009 and 2008. The financial data and other
information disclosed in these notes to the interim financial statements related
to these periods are unaudited. The results for the three month period ended
February 28, 2009 is not necessarily indicative of the results to be expected
for any subsequent quarter of the entire year ending November 30, 2009. The
balance sheet at November 30, 2008 has been derived from the audited financial
statements at that date.
 
 Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to the Securities and
Exchange Commission's rules and regulations. These unaudited financial
statements should be read in conjunction with our audited financial statements
and notes thereto for the year ended November 30, 2008 as included in our Form
10- K filed with the Securities and Exchange Commission on March 4,
2009.
  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.
  
 
 Atwood
Minerals and Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Financial Statements
 February
28, 2009
 (Unaudited)
  4.
              RELATED
      PARTY BALANCES/TRANSACTIONS
 
 At February 28, 2009, the
Company was indebted to Professional Offshore Opportunity Fund Ltd (“POOF”),
majority stockholder of the Company, in the amount of $17,952 for expenses paid
on behalf of 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 February 28, 2009 and 2008, there were no
stock options, warrants or other dilutive securities outstanding.
  7.
              INCOME
      TAXES
 
 The
provision for (benefit from) income taxes differs from the amount computed by
applying the statutory United States federal income tax rate of 35% to income
(loss) before income taxes. The sources of the difference follow:
  For
      the three months ended
              
              
              Period
      from
                May
      12, 2005 (Date of Inception) toFebruary
      28, 2009
              
              
              February
      28, 2009Expected
      tax at 35%
              
              $
              (3,763
              )
              
              $
              (47,076
              )Donated
      services expenses
              
              
              -
              
              
              
              10,237Increase
      in valuation allowance
              
              
              3,763
              
              
              
              36,839Income
      tax provision
              
              $
              -
              
              
              $
              -
  
  Atwood
Minerals and Mining Corp.
 (An
Exploration Stage Company)
 Notes to
Financial Statements
 February
28, 2009
 (Unaudited)
  Significant
components of the Company’s deferred income tax assets are as
follows:
 
 February
      28,
              
              
              November
      30,2009
              
              
              2008Net
      operating loss carryforword
              
              $
              36,839
              
              
              $
              33,076Valuation
      allowance
              
              
              (36,839
              )
              
              
              (33,076
              )Net
      deferred tax assets
              
              $
              -
              
              
              $
              -
 
 Based on
management’s present assessment, the Company has not yet determined it to be
more likely than not that a deferred tax asset of $36,839 at February 28, 2009
attributable to the future utilization of the net operating loss carryforward of
$105,254 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 $105,254 net operating loss carryforward expires $10,570 in
year 2025, $29,197 in year 2026, $18,271 in year 2027, $36,465 in year 2028 and
10,751 in the year 2029.
 
 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.





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





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





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




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




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




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




We do not
own any interest in any property, but merely have the right to conduct
exploration activities on one property. Our rights to explore the property are
held in trust by the personal owner of the mineral claim under a trust
agreement.  On December 4, 2008, the trustee advised us that he had
performed work on the claim costing $4,750 and that unless we notified him of
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.




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.




2




Results
of Activities




From
Inception on May 12, 2005 to February 28, 2009




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 until July 14, 2008, we used loans from Mr. Brenner, our former
president, to stake the property, to incorporate us, and for legal and
accounting expense. Net cash provided by Mr. Brenner since inception on May 12,
2005 to July 14, 2008 (the date of Mr. Brenner’s resignation) was $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 February 28,
2009, we were indebted to our controlling stockholder in the amount of
$17,952.  This amount is unsecured and has no specific terms of
repayment.




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
February 28, 2009, our total assets were $0 and our total liabilities were
$34,171.




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




ITEM
3- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.




We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.




ITEM
4- CONTROLS AND PROCEDURES.




Evaluation
of Disclosure Controls and Procedures




Our
Principal Executive Officer and Principal Financial Officer, after evaluating
the effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period
covered by this report, have concluded that, based on the evaluation of these
controls and procedures, that our disclosure controls and procedures were
effective.




Controls
and Procedures over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over our financial reporting as that term is defined in Rule 13a-15(f)
of the Exchange Act. Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of our financial statements for external
purposes in accordance with U.S. generally accepted accounting principles. Our
control environment is the foundation for our system of internal control over
financial reporting and is an integral part of our Code of Business Conduct and
Ethics and our Code of Ethics for the Chief Executive Officer, Chief Financial
Officer and Chief Accounting Officer. Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
our transactions and dispositions of our assets; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit timely
preparation of our financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on our financial statements.




In order
to evaluate the effectiveness of our internal control over financial reporting
as of February 28, 2009, as required by Section 404 of the Sarbanes-Oxley Act of
2002, our management conducted an assessment, including testing, based on the
criteria set forth in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. In addition, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.




Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting and, based on
that evaluation, concluded that, as of February 28, 2009, our internal control
over financial reporting was effective.




This
report does not include an attestation report of the company’s registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management’s report
in this report.





PART
II. OTHER INFORMATION





ITEM
1 – LEGAL PROCEEDINGS





None.





ITEM
1A – RISK FACTORS





As a
“small reporting company” as defined by Item 10 of Regulation S-K, we are not
required to provide information required by this item.




4





ITEM
2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





None.





ITEM
3 – DEFAULT UPON SENIOR SECURITIES





(a)
            None.


(b)
            None.





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





None.





ITEM
5 – OTHER INFORMATION





None.




ITEM
6 - EXHIBITS.




Exhibit
No. Document Description




31.1
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and
      Exchange Act of 1934, as amended.




32.1
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief
      Financial Officer).




5




SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the Registrant and in the
capacities on this 14th day of
April, 2009.




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




6