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EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION. - Bluforest Inc.exh311.htm
EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION. - Bluforest Inc.exh321.htm
 
 
 

 


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 SEPTEMBER 30, 2010
   
OR
 
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 333-152417

GREENWOOD GOLD RESOURCES, INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

4285 S.W. Martin Highway
Palm City, FL
34990
 (Address of principal executive offices, including zip code.)

(772) 288-2775
(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days.
YES [ X ]   NO [   ]

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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [   ]                                                                Accelerated filer   [   ]

Non-accelerated filer     [   ]                                                                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 [  ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 6,327,750 as of October 25, 2010.
 


 
 

 
 

 

PART I – FINANCIAL INFORMATION




ITEM 1.
FINANCIAL STATEMENTS

 
Balance Sheets
F-2
 
Statement of Operations
F-3
 
Statement of Cash Flows
F-4
 
Notes to the Financial Statements
F-5

 
 
 
 
 
 
 

 
 
2

 

Greenwood Gold Resources, Inc.
(An Exploration Stage Company)
Balance Sheet


   
 
 
 As at
September 30, 2010
(unaudited)
   
 
 
As at
December 31, 2009
(audited)
 
             
ASSETS
           
             
Current Assets
           
Cash
  $ 1,948     $ 7,320  
Prepaid Expense
    -       640  
                 
                 
TOTAL ASSETS
  $ 1,948     $ 7,960  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
Current Liabilities
               
Accounts payable
  $ 5     $ -  
Due to a stockholder
    34,500       12,500  
                 
Total Liabilities
  $ 34,505     $ 12,500  
                 
Stockholders’ Equity
               
                 
Common stock (Note 5)
               
75,000,000 shares authorized, with a $0.001 par value,
               
6,327,750 shares issued and outstanding
  $ 6,327     $ 6,327  
Additional paid-in capital
    36,248       36,248  
Accumulated Deficit
     (75,132 )      (47,115 )
                 
Total Stockholders’ Equity
  $ (32,557 )   $ (4,540 )
                 
Total Liabilities and Stockholders’ Equity
  $ 1,948     $ 7,960  
                 












The accompanying notes are an integral part of these financial statements

F-2

 
3

 

Greenwood Gold Resources, Inc.
(An Exploration Stage Company)
Statement of Operations
(unaudited)



   
 For The Three
 Months Ended
 September 30,
   
For The Nine
Months Ended
September 30,
   
Cumulative results
from March 26, 2008
(date of inception)
 
   
2010
   
2009
   
2010
   
2009
   
to September 30, 2010
 
                               
REVENUE
  $ -     $ -     $ -     $ -     $ -  
                                         
EXPENSES
                                       
                                         
General office expenses
  $ 35     $ (40 )   $ 1,112     $ 674     $ 2,769  
Accounting Fees
    1,000       1,000       7,500       7,500       22,000  
Legal fees
    309       337       6,318       2,148       25,160  
Mineral property costs
    -       (578 )     3,250       1,587       8,617  
Postage and Delivery
    -       32       104       78       1,045  
Rent - Office
    479       479       1,438       1,438       4,472  
Transfer agent and filing fees
    180       157       8,295       518       11,069  
                                         
Total Expenses
  $ 2,003     $ 1,388     $ 28,017     $ 13,942     $ 75,132  
                                         
Net Loss
  $ (2,003 )   $ (1,388 )   $ (28,017 )   $ (13,942 )   $ (75,132 )
                                         
Earnings (Loss) Per Share
                                       
                                         
Basic
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )
Diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )
                                         
Weighted Average Number of Shares Outstanding
                                       
                                         
Basic
    6,327,750       6,327,750       6,327,750       6,327,750          
Diluted
    6,327,750       6,327,750       6,327,750       6,327,750          
                                         

The accompanying notes are an integral part of these financial statements

F-3

 
4

 

Greenwood Gold Resources, Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(unaudited)



   
Nine Months
Ended
September 30, 2010
   
Nine Months
Ended
September 30, 2009
   
Cumulative
From March 26, 2008
(date of inception)
to September 30, 2010
 
               
 
 
                   
                   
CASH FROM OPERATING ACTIVITIES:
                 
                   
Accumulated Deficit
  $ (28,017 )   $ (13,942 )   $ (75,132 )
                         
Changes in operating assets and liabilities
                       
                         
                         
     Accounts payable
    5       (1,225 )     5  
Prepaid Expenses
  $ 640     $ 5,000     $ -  
                         
                         
Net Cash Used in Operating Activities
  $ (27,372 )   $ (10,167 )   $ (75,127 )
                         
CASH FROM FINANCING ACTIVITIES:
                       
                         
Net advances from Shareholder
    22,000       -       34,500  
Proceeds from issuance of common stock
    -       -       42,575  
                         
Net Cash from Financing Activities
    22,000       -       77,075  
                         
Net increase (decrease) in Cash
    (5,372 )     (10,167 )     1,948  
                         
Cash, Beginning
  $ 7,320     $ 13,099     $  
                         
Cash, Ending
  $ 1,948     $ 2,932     $ 1,948  
                         



The accompanying notes are an integral part of these financial statements

F-4

 
5

 

Greenwood Gold Resources, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2010
(unaudited)

 
1.       Nature of Operations and Continuance of Business
 
 
Greenwood Gold Resources, Inc. (“the Company”) was incorporated in the State of Nevada on March 26, 2008. The Company is an Exploration Stage Company, as defined by as defined by ASC 915-10  “Accounting and Reporting by Development Stage Enterprises”. The Company’s business plan is to acquire, explore and develop mineral properties. The Company has not determined whether its mining claims contain ore reserves that are economically recoverable.
 
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.  The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future.  At September 30, 2010 the Company has limited cash resources and will likely require new financing, either through issuing shares or debt, to continue the development of its business.  Management intends to offer additional common stock; however, there can be no assurance that management will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. The continuation of the Company as a going concern is dependent upon the ability of the Company to determine the existence of economically recoverable reserves in its resource properties, confirmation of the Company’s interests in the underlying properties, obtain necessary financing and then profitable operations.  As of September 30, 2010, the Company has never generated any revenues and has accumulated losses of $75,132 since inception.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

 
2.       Summary of Significant Accounting Policies

 
a)  
Basis of Presentation

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

 
b)  
Use of Estimates and Assumptions

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



F-5

 
6

 

Greenwood Gold Resources, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2010
(unaudited)


2.       Summary of Significant Accounting Policies (continued)

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

 
c)  
Cash and Cash Equivalents

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

 
d)  
Mineral Property Costs
 
The Company has been in the exploration stage since its inception on March 26, 2008 and has not yet realized any revenues from its planned operations.  It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in ASC 350-30, “Whether Mineral Rights Are Tangible or Intangible Assets”. The Company assesses the carrying costs for impairment under ASC 360-10, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.  If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

 
e)  
Fair Value of Financial Instruments
 
The Company’s financial instruments consist of cash, prepaid expenses, payables, and due to a stockholder.  The carrying amount of cash, prepaid expenses and payables approximates fair value because of the short-term nature of these items. 

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

 
g)  
Foreign Currency Translation
 
The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted ASC 830-20 “Foreign Currency Translation”.  Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.



F-6

 
7

 

Greenwood Gold Resources, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2010
(unaudited)

2.       Summary of Significant Accounting Policies (continued)

 
h)  
Income Taxes
 
The Company accounts for income taxes using the asset and liability method in accordance with ASC740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assetsand liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduced deferred tax assets to the amount that is believed more likely than not to be realized.

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

 
j)  
Loss Per Share

The Company computes loss per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations.  Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

 
k)  
Recent Accounting Pronouncements
 
In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06, which requires additional fair value disclosures. This guidance requires reporting entities to disclose transfers in and out of Levels 1 and 2 and requires gross presentation of purchases, sales, issuances and settlements in the Level 3 reconciliation of the three-tier fair value hierarchy. This guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements related to Level 3 activity. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The guidance on transfers between Levels 1 and 2 is effective for the Company as of its second fiscal quarter ended June 30, 2010. For the nine months ended September 30, 2010, the Company did not have any transfers in and out of Level 1 and Level 2 fair value measurements. The amended guidance also requires additional disclosures related to Level 3 fair value measurements.  The Company does not currently have Level 3 fair value measurements, Level 3 activity is effective for the Company’s fiscal year beginning January 1, 2011. The Company is currently evaluating the impact the adoption will have on its financial position and results of operations.

F-7
 
8

 


 
 
Greenwood Gold Resources, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2010
(unaudited)

2.       Summary of Significant Accounting Policies (continued)

 
l)  
Interim Financial Statements
 
The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the period ended December 31, 2009, included in the Company’s Annual Report on Form 10-K filed on March 29, 2010 with the SEC.

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at September 30, 2010, and the results of its operations and cash flows for the period ended September 30, 2010. The results of operations for the period ended September 30, 2010 are not necessarily indicative of the results to be expected for future quarters or the full year.


3.  
Mineral Properties

On April 30, 2008, the Company, through its President and director, acquired title to a mineral property in the southwest of Gander, Central Newfoundland; herein referred to as “Greenwood Pond Property”. The claim is registered in the name of the President of the Company, who is holding the claim in trust on behalf of the Company. The Company paid $780.00 for staking fees and $3,000.00 for the preparation of an independent Geological Report by Richard A. Jeanne, LTD, consulting geologist. During the fiscal year ended December 31, 2008 the Company paid $1,587 to the Government of Newfoundland and Labrador Department of Natural Resources to maintain the claim and in the current fiscal year has paid an additional $3,250 to maintain the claim.


4.       Related Party Transactions

 
At September 30, 2010 the President and Stockholder of the Company is owed $34,500 ($12,500 – December 31, 2009) for cash advanced to the Company.  The amount due is unsecured, non-interest bearing and due on demand.

 
5.       Common Stock

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

 
6.       Occupancy

 
On June 1, 2010, the Company renewed a sublease agreement for approximately 144 square feet ofexecutive style office space with an unrelated third party for an initial term of one year. Additional terms includeannual rental in the amount of $1,800 plus applicable state and local taxes payable at a rate of $150 per month with first payment due June 1, 2010 and an option to renew for an additional one year at an annual rent amount to be agreed upon. A separate security deposit requirement was waived by mutual agreement of the parties.




 

F-8
 
9

 


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

    This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

    Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

    Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.  In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars.  All references to “common shares” refer to the common shares in our capital stock.

    As used in this quarter report the terms “we”, “us”, “our”, and the “Company” means Greenwood Gold Resources, Inc., unless otherwise indicated.

General

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

Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach this point. Accordingly, we will need to raise cash from sources other than the sale of minerals found on our property. We intend to raise the capital by issuing debt and/or equity securities. Since inception, we issued 6,327,750 shares of common stock via private placement for cash proceeds of $42,575.

    We had cash resources of $1,948 as at September 30, 2010.  We currently do not have sufficient funds to continue with our exploration program as we will continue to incur administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents.
 
     If we wish to continue our exploration program, we will need to try to raise additional funds from a public offering, a private placement or loans.  To date, our President advanced a total of $34,500 for general working capital.  This loan is non-interest bearing and due on demand.  There can be no assurance that he will continue to advance funds as required or that other methods of financing will be available or accessible on reasonable terms.  At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise money in the future.  If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.
 
 
 
10

 
 
    We are not going to buy or sell any plant or significant equipment during the next twelve months.  We are not intending to buy any equipment until we have located a body of ore and we have determined it is economical to extract the ore from the land.

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

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

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

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

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

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

    We do not know if we will find mineralized material. We believe that activities occurring on adjoining properties are not material to our activities. The reason is that whatever is located under adjoining properties may or may not be located under our property. We do not claim to have any minerals or reserves whatsoever at this time on any of our property. Our exploration program will not result in the generation of revenue. It is designed only to determine if mineralized material is located on the property. Revenue will only be generated if we discover mineralized material
 
 
11

 

 
and extract the minerals and sell them.  Because we have not found mineralized material yet, it is impossible to project revenue generation.
 
    We will be conducting research in the form of exploration of our property.  We are not going to buy or sell any plant or significant equipment during the next twelve months.  We do not intend to buy any equipment until we have located a body of ore and we have determined it is economical to extract the ore from the land.
 
    We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.
 
    We have no employees, other than Gary D. Alexander our sole officer and director, and Michael Alexander, director.  We do not intend to hire additional employees at this time.  All of the property work will be conducted by unaffiliated independent contractors that we will hire on an as-needed basis.  The independent contractors will be responsible for surveying, geology, engineering, exploration and excavation.  The engineers will advise us on the economic feasibility of removing the mineralized material and the geologists will evaluate the information derived from the exploration and excavation.

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

    Currently, we do not have sufficient funds to carry out our exploration program and will need to raise additional capital from a public offering, a private placement or loans.

    We anticipate that additional funding will be in the form of issuance of debt and/or equity financing from the sale of our common stock. To date, our President advanced a total of $34,500 for general working capital.  This loan is non-interest bearing and due on demand.   There can be no assurance that he will continue to advance funds as required or that other methods of financing will be available or accessible on reasonable terms.  Management has been exploring a number of options to meet our obligations and future capital requirements, including the possibility of equity offering, debt financing, and business combination but has not entered into any agreement for any of the foregoing.

Limited Operating History; Need for Additional Capital
 
    There is limited historical financial information about Greenwood Gold Resources, Inc. upon which to base an evaluation of our performance.  We are an exploration stage corporation and have not generated any revenues from operations.  We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible delays in the exploitation of the business opportunities.

    To become profitable and competitive, we will conduct research and exploration of our claim before we start production of any minerals we may find.

    If additional capital is required we will raise funds by issuing debt and/or equity securities although we have no current arrangements or agreements to such financings at this time. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to existing shareholders.
 
 

 
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Results of Activities

For the nine months ended September 30, 2010 compared to September 30, 2009 and for the three months ended September 30, 2010 compared to September 30, 2009

    We acquired the right to conduct exploration activity on one mineral claim consisting of thirteen claim blocks, collectively referred to as the Greenwood Pond property.  The Greenwood Pond property is located in central Newfoundland, Canada.  We do not own any interest in the property, but merely have the right to conduct exploration activities on one property.  We commissioned Richard Jeanne, Consulting Geologist to prepare a proposed exploration work program. We have not commenced any exploration work and we do not have sufficient funds to proceed with Phase 1 or to initiate Phase 2 and will need to raise additional capital from a public offering, a private placement or loans to do so.

    For the three months ended September 30, 2010 and 2009: We had a net loss of $2,003 for the three months ended September 30, 2010 compared to a net loss of $1,388 for the three months ended September 30, 2009.  Expenses were $615 greater during the three months ended September 30, 2010 as compared to the three months ended September 30, 2009 due to the fact that at September 30, 2009, the Company had a credit of $40 towards general office expenses and a credit of $578 towards mineral property costs due to overpayment of fees during the period.
 
    For the nine months ended September 30, 2010 and 2009: We had a net loss of $28,017 for the nine months ended September 30, 2010 compared to a net loss of $13,942 for the nine months ended September 30, 2009.  The increase of $14,075 was primarily due an increase in expenses incurred during the second fiscal quarter. For the nine month period ended September 30, 2010 we had an increase of $438 in general office expenses related to the annual renewal filings made with the Nevada Secretary of State , an increase of $4,170 in legal fees for the Company’s EDGAR filings; where fees were paid in relation to the filing of the post-effective amendment to the Company’s Form S-1, an increase of $1,663 in mineral property costs to maintain the mineral claim, an increase of $ 7,777 in transfer agent and filing fees; where $7,500 was paid to a brokerage firm for filing an eligibility application to the Depository Clearing Company (DTC) on behalf of the Company and an increase of $26 in postage and delivery charges.

    The Company had no revenues for the three and nine month periods ended September 30, 2010 and 2009 and does not expect to recognize revenue in the foreseeable future. Net cash from the sale of shares since inception on March 26, 2008 to September 30, 2010 was $42,575.  Since inception we have used our common stock to raise money for the property title acquisition, for corporate expenses and to repay outstanding indebtedness. In addition, Mr. Gary Alexander has advanced a total of $34,500 to the Company.  The loan is unsecured, non-interest bearing and due on demand.

    During the quarter ended September 30, 2010, we did not issue any common stock.

Liquidity and Capital Resources

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

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

    In May 2008 we completed a private placement of 3,327,750 shares of common stock to 33 investors in consideration of $39,575.   The shares were issued as restricted securities pursuant to the exemption from registration contained in Regulation 504 of the Securities Act of 1933 in that a Form D was filed with the Securities and Exchange Commission; we raised less than $1,000,000 in the last twelve months; and, each purchaser was solicited by Mr. Alexander, our sole officer and director.
 
 
 
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    As of September 30, 2010 we had $1,948 in total current assets and total current liabilities of $34,505 for a working capital deficit of $32,557 compared to $7,960 in total assets and total liabilities of $12,500 for a working capital deficit of $4,540 as at December 31, 2009.  Total liabilities for both periods were comprised of accounts payable and loan payable to a stockholder.

    We do not believe that we can sustain our operations from existing working capital and operations over the next twelve months, as we have yet to commence operations, and have not generated any revenues there can be no assurance that we can generate sufficient revenues from operations.  During the next twelve months, we expect to incur indebtedness for administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents to maintain the Company in good standing.

    We will require additional working capital, as we currently have inadequate capital to fund all of our business strategies, which could severely limit our operations.  To date, our President advanced a total of $34,500 for general working capital.  There are no documents reflecting the loan and Mr. Alexander has indicated that repayment is due upon demand.  There can be no assurance that he will continue to advance funds as required or that other methods of financing will be available or accessible on reasonable terms.  If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.

Off Balance Sheet Arrangements

    We have no off balance sheet arrangements.

Critical Accounting Policies

    There have been no material changes in our existing accounting policies and estimates from the disclosures included in our 2009 Form 10-K, except for the newly adopted accounting policies as disclosed in the interim financial statements.


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

    Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures are effective; however the following material weaknesses exist:

 
(i) 
As the Company is governed by one officer who is also a director, there is an inherent lack of segregation of duties and lack of independent governing board.
 
 
 
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(ii)
There are no controls in place to ensure that expenses are recorded when incurred, as opposed towhen invoices are presented by suppliers, increasing the risk of incomplete expenses and accruedliabilities.

    As of September 30, 2010 we have not taken action to correct the material weaknesses identified in our disclosure controls and internal control over financial reporting.  Once the Company has sufficient personnel available, our Board of Directors will nominate an audit committee and audit committee financial expert and we will appoint additional personnel to assist with the preparation of our financial statements; which will allow for proper segregation of duties as well as additional manpower for proper documentation.

Changes in Internal Controls

    There were no changes in our internal control over financial reporting during the quarter ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 



PART II. OTHER INFORMATION


ITEM 1.          LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceedings or pending litigation.  There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


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

None.


ITEM 3.          DEFAULTS UPON SENIOR SECURITIES

None.


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

None.


ITEM 5.          OTHER INFORMATION
 
 
None.


 
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ITEM 6.
EXHIBITS

    The following documents are included herein:


Exhibit No.
Document Description
   
10.1
Declaration of Trust of Gary Alexander (filed as exhibit 10.1 to the Company’s Form S-1 Registration
Statement filed on July 18, 2008 and incorporated herein by reference thereto).
   
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). *
   
*
Filed herewith

 
 
 
 
 
 

 
 
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SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on behalf by the undersigned, thereto duly authorized on this 25th day of October 2010.



 
 
GREENWOOD GOLD RESOURCES, INC.
(Registrant)
     
 
BY:
 
 
GARY D. ALEXANDER
Gary D. Alexander
President, Principal Executive and Principal Financial Officer, Treasurer/Secretary, Principal Accounting Officer,  and member of the Board of Directors
 
 
 
 

 
 
 
 
 
 
 

 
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EXHIBIT INDEX


Exhibit No.
Document Description
   
10.1
Declaration of Trust of Gary Alexander (filed as exhibit 10.1 to the Company’s Form S-1 Registration
Statement filed on July 18, 2008 and incorporated herein by reference thereto).
   
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). *
   
*
Filed herewith


 
 
 
 
 

 



 
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