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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarterly period ended September 30 , 2011
   
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the transition period from __________ to ______________

000-53614
(Commission File Number)
   
GREENWOOD GOLD RESOURCES, INC.
(Exact name of registrant as specified in its charter)
   
Nevada
26-2294927
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
4285 SW Martin Highway, Palm City, FL
34990
(Address of principal executive offices)
(Zip Code)
   
(866) 788-4474
(Registrant’s telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed since last report)

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 [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 
Yes [  ]  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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
[  ]
Accelerated filer
[  ]
       
Non-accelerated filer
[  ]
Smaller reporting company
[X]
(Do not check if a smaller reporting company)
     
 

 
1

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 
Yes [  ]  No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark 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 subsequent to the distribution of securities under a plan confirmed by a court.

 
Yes [  ]  No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

211,699,975 common shares outstanding as of November 8, 2011
(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)

 
2

 

GREENWOOD GOLD RESOURCES, INC.
TABLE OF CONTENTS


   
 Page
 
PART I – FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
  4
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  5
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
  7
     
Item 4T.
Controls and Procedures
  7
     
 
PART II – OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
  8
     
Item 1A.
Risk Factors
  8
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
  8
     
Item 3.
Defaults Upon Senior Securities
  9
     
Item 4.
Removed and Reserved
  9
     
Item 5.
Other Information
  9
     
Item 6.
Exhibits
  9
     
 
SIGNATURES
  10


 
3

 

PART I

ITEM 1.  FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the nine month period ended September 30, 2011, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011.  For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

 
Page
   
Balance Sheets
  F-1
   
Statements of Operations
  F-2
   
Statements of Cash Flows
  F-3
   
Notes to Unaudited Financial Statements
  F-4 to F-7

 
4

 

GREENWOOD GOLD RESOURCES INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Stated in US Dollars)

ASSETS
 
September 30, 2011
(Unaudited)
   
December 31, 2010
(Audited)
 
Current
           
Cash
  $ 118     $ -  
   Prepaid Expenses
    300       -  
Total Current Assets
    418       -  
                 
Total Assets
  $ 418     $ -  
                 
LIABILITIES
               
Current
               
Accounts payable and accrued liabilities
  $ 104,983     $ 10,005  
Accounts payable - related parties
    112,074       5,000  
Advances payable – related party
    30,895       38,065  
Investor Deposits
    150,000       -  
Total Current Liabilities
    397,952       53,070  
                 
STOCKHOLDERS’ DEFICIT
               
Capital stock –
               
Authorized:
               
$0.001 par value, 400,000,000 common shares authorized;
               
211,699,975 and 136,555,000 common shares issued and outstanding at September 30, 2011 and December 31, 2010
    211,700       136,555  
Additional Paid-in Capital
    514,873       (93,480 )
Accumulated deficit during the exploration stage
    (1,124,107 )     (96,145 )
Total Stockholders’ Equity (Deficit)
    (397,534 )     (53,070 )
Total Liabilities and Stockholders’ Equity (Deficit)
  $ 418     $ -  

The accompanying notes are an integral part of these financial statements


 
F-1

 

GREENWOOD GOLD RESOURCES, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Stated in US Dollars)
(Unaudited)

               
Cumulative results
 
   
Three Months ended
   
Nine Months ended
   
From Mar 26, 2008
 
   
September 30, 2011
   
September 30, 2010
   
September 30, 2011
   
September 30, 2010
   
(date of inception) to
September 30, 2011
 
                               
Revenue
  $ -     $ -     $ -     $ -     $ -  
                                         
Operating Expenses
                                       
Professional fees
    13,117       1,309       268,780       13,818       330,940  
Mineral property costs
    -       -       5,417       3,250       14,034  
Salaries and benefits
    30,000       -       90,000       -       95,500  
General and administrative expenses
    7,599       694       49,267       10,949       69,135  
Total operating expenses
    50,716       2,003       413,464       28,017       509,609  
Loss from operations
    (50,716 )     (2,003 )     (413,464 )     (28,017 )     (509,609 )
                                         
Other Incomes and Expenses
                                       
  Loss on mineral property
    (614,498 )     -       (614,498 )     -       (614,498 )
                                         
Net Loss
  $ (665,214 )   $ (2,003 )   $ (1,027,962 )   $ (28,017 )   $ (1,124,107 )
                                         
                                         
Basic and diluted loss per share
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.00 )        
                                         
Weighted average number of shares outstanding
    204,363,018       126,547,000       168,441,060       126,547,000          

The accompanying notes are an integral part of these financial statements


 
F-2

 

GREENWOOD GOLD RESOURCES, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Stated in US Dollars)
(Unaudited)

         
Cumulative results
 
   
Nine months ended
   
From Mar 26, 2008
 
   
September 30, 2011
   
September 30, 2010
   
to September 30, 2011
 
Cash flows from operating activities
                 
Net loss
  $ (1,027,962 )   $ (28,017 )   $ (1,124,107 )
Adjustments to reconcile non-cash items to cash used by operations:
                       
Common stock issued for services
    -       -       500  
Common stock issued from assignment of accounts payable – related party
    9,000       -       9,000  
   Loss on mineral property
    614,498       -       614,498  
Adjustments to reconcile net loss to cash used by operations:
                       
Accounts payable and accrued liabilities
    94,978       5       104,983  
Advance from related parties
    107,074       -       112,074  
Prepaid expenses
    (300 )     640       (300 )
Net cash provided by (used) in operating activities
    (202,712 )     (27,372 )     (283,352 )
                         
Cash flows from Financing Activities
                       
Proceeds from issuance of common stock
    -       -       42,575  
Proceeds from investor deposits
    150,000       -       150,000  
Repayment of advances payable – related party
    (956 )     -       (956 )
Proceeds from advances – related party
    53,786       22,000       91,851  
Net cash provided by financing activities
    202,830       22,000       283,470  
                         
Increase (decrease) in cash during the period
    118       (5,372 )     118  
Cash, beginning of period
    -       7,320       -  
Cash, end of period
  $ 118     $ 1,948     $ 118  
                         
Supplemental disclosure of cash flow information:
                       
    Interest
  $ -     $ -     $ -  
    Income taxes
  $ -     $ -     $ -  
                         
Non-cash transactions:
                       
Loss on mineral properties
  $ 614,498     $ -     $ 614,498  
Common stock issued from assignment of accounts payable – related party
    9,000       -       9,000  
Common stock issued in settlement of  advances payable – related party
    60,000       -       60,000  
    $ 683,498     $ -     $ 683,498  

The accompanying notes are an integral part of these financial statements


 
F-3

 

GREENWOOD GOLD RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
For the nine months ended September 30, 2011

Note 1 – Organization and summary of significant accounting policies

Organization and nature of business

Greenwood Gold Resources, Inc. (“the Company”) was incorporated in the State of Nevada on March 25, 2008. The Company is an Exploration Stage Company, 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.

On February 15, 2011, the Company approved a 20:1 forward split of the Company’s stock. Following this split, the Company’s authorized capital increased to 1,500,000,000 common shares with a par value of $0.001 per share and the outstanding shares of the Company’s capital stock increased to 126,555,000. The effect of this forward split has been retroactively applied to the common stock balances at December 31, 2008, and reflected in all common stock activity reflected in these financial statements since that time.

On June 9, 2011, the Board of Directors and the shareholders holding a majority of the total issued and outstanding shares of common stock of the Company approved a decrease in the authorized capital of the Company from one billion five hundred million (1,500,000,000) shares of common stock to four hundred million (400,000,000) shares of common stock, par value $0.001.

Estimates

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.

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.

Cash and Cash Equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Mineral Properties

The Company has been in the exploration stage since its inception on March 25, 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.

 
F-4

 


GREENWOOD GOLD RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
For the nine months ended September 30, 2011

Note 1 – Organization and summary of significant accounting policies - continued

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, receivables, payables, and due to related party. The carrying amount of cash, receivables and payables approximates fair value because of the short-term nature of these items. The carrying amount of the notes payable approximates fair value as the individual borrowings bear interest at market interest rates.

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.

Loss per Common 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.

Reclassification

For the nine month period ended September 30, 2011, certain items in 2010 and cumulative from inception were reclassified to conform to the 2011 presentation.

Note 2 - Going concern

We have negative working capital, and have incurred losses since inception, and have not yet generated revenues.  As we are in the exploration stage with our recently acquired mineral claims we do not expect to generate revenues for some period of time, if ever.  These factors create substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations.  Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
 
 
F-5

 

GREENWOOD GOLD RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
For the nine months ended September 30, 2011

Note 3 – Mineral properties

On February 17, 2011, the Company and Candorado Operating Company Ltd. (“Candorado”) entered into an Option Agreement (the “Agreement”) whereby the Company has optioned the rights to earn up to a 100% interest in and to certain mining claims knows as Summer located in British Columbia, Canada (the “Property”).

On February 22, 2011, the Company directed its transfer agent to issue a total of 6,144,975 restricted shares of the common stock of the Company, which represents a total of 4.5% of the total issued and outstanding shares of the Company as required under the Agreement. The fair values of the shares were at $0.10 per shares. The total value of the issued shares in the amount of $614 498 was recorded and reflected on the balance sheets as other assets – Deposit on mineral property.

On August 20, 2011, the Company received notification from Candorado that the Company was in default as of  August 18, 2011, and the option agreement was therefore terminated. The Company issued the shares as required under the Agreement but failed to meet the payment and exploration expenditures which were required to be made by August 17, 2011. There are no further requirements under the Agreement to be effected by the Company to Candorado and the Company has no further rights or interest in the Property.  As a result of the termination of the option agreement, the Company has written down its investment totaling $614,498.

Note 4 – Common stock

On February 22, 2011, the Company directed its transfer agent to issue a total of 6,144,975 restricted shares of the common stock of the Company pursuant to an option agreement between the Company and Candorado, which represented a total of 4.5% of the total issued and outstanding shares of the Company at the time of the issuance, as required under the agreement. (See Note 3 – Mineral properties).

On May 31, 2011, the Company received funds in the amount of $150,000 pursuant to verbal private placement agreements.  The Company issued 30,000,000 shares pursuant to those verbal agreements during June, 2011, however, as no subscription agreements have yet been received, the Company has returned those shares to the transfer agent for cancellation and the $150,000 is reflected on the balance sheet of the Company as investor deposits until such time as subscription agreements are received, at which time the Company will issue shares to the placee or placees.

On June 2, 2011, the Company issued a total of 60,000,000 shares in settlement of a portion of the loan outstanding to Mr. Jovanovic, the controlling shareholder of the Company and its sole officer and director.  The shares were issued pursuant to a prior debt settlement agreement entered into with Mr. Jovanovic to settle the debt at $0.001 per share at his election. Due to the fact that Mr. Jovanovic is the controlling shareholder of the Company, and the Company’s sole officer and director, the shares are valued on these financial statements at par value, or $0.001 per share.

During the month of June, 2011, the Company issued 10,000,000 shares pursuant to a verbal agreement to enter into an investor relations contract with an investor relations firm.  The contract has not yet been executed and subsequent to June 30, 2011, the shares were returned to the transfer agent for cancellation.

On September 13 2011, Branislav Jovanovic, the Company’s controlling shareholder and an officer and director of the Company assigned $9,000 of his outstanding accounts payable to a third party, which amount was concurrently settled by way of the issuance of 9,000,000 shares of common stock of the Company at par value, or $0.001 per share pursuant to a prior debt settlement agreement entered into with Mr. Jovanovic to settle the debt at $0.001 per share at his election. Due to the fact that Mr. Jovanovic is the controlling shareholder of the Company, and the Company’s sole officer and director, the shares were valued at $0.001 per share.

 
F-6

 

GREENWOOD GOLD RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
For the nine months ended September 30, 2011

Note 5 – Related party transactions

During the nine months ended September 30, 2011, Mr. Jovanovic, our President and controlling stockholder  charged the Company $90,000 for management services pursuant to an employment agreement ($5,000  -  during the fiscal year ended December 31, 2010) and expensed $28,181of which the Company paid a total of $2,107 and assigned a total of $9,000 to a third party, leaving an accounts payable balance due and payable of $112,074 as at September 30, 2011.

During the nine month period ended September 30, 2011, Mr. Jovanovic, our President and controlling stockholder advanced $53,786 to the Company ($38,065 for the fiscal year ended December 31, 2010) of which a total of $956 was repaid in cash and $60,000 was settled by way of the issuance of 60,000,000 shares of the Company’s common stock at par value, or $0.001 per share on June 2, 2011.  As at September 30, 2011, advances payable to Mr. Jovanovic totalled $30,895.

Note 6 – Recent accounting pronouncements

There have been no significant developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on our financial statements, from those disclosed in our 2010 Annual Report on Form 10-K.

Note 7 – Subsequent events
 
On October 27, 2011, the Company (the “Optionee”) entered into a option agreement with an unrelated third party (the “Optionor”) to acquire a 100% interest, subject only to a 2% royalty, in and to certain mining claims in the Province of Quebec, Canada.  Under the terms of the option agreement, the option may be exercised by:
 
(a)           The following cash and stock payments:
 
(i)           $10,000 and the issuance of 5,000,000 shares of  restricted common stock of the Optionee within 30 days of the date of the Agreement;
 
 (b)  The following exploration expenditures;
 
(i)           $15,000 on or before April 30, 2012;
 
(ii)           $30,000 on or before April 30, 2013;
 
(iii)           $50,000 on or before April 30, 2014;
 
(iv)           $75,000 on or before April 30, 2015.
 
Upon completion of the payments, exploration expenditures and issuances of common stock in section 4  the 100% Option shall be deemed exercised without further notice or act by the Optionee, and a 100% undivided right, title and interest in and to the Property shall vest in the Optionee, free and clear of all liens, charges, encumbrances, claims and adverse interests of any nature or kind, except for the obligation of the Optionee hereunder to pay the Royalty to the Optionor.

The 5,000,000 shares required to be issued pursuant to the option agreement have not yet been issued.
 
 
F-7

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with the Financial Statements and Notes thereto in Item I, and the Company’s 10-K Annual Report for the fiscal year ended December 31, 2010 and other publicly available financial information. This discussion contains forward-looking statements and involves numerous risks and uncertainties. Our actual results may differ materially from those contained in any forward-looking statements.

PLAN OF OPERATION

Greenwood Gold Resources, Inc. was incorporated on March 25, 2008 in the State of Nevada. 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.

Candorado Option Agreement

On February 17, 2011, we entered into an option agreement (the “Agreement”) with Candorado Operating Company Ltd.(“Candorado”), whereby we optioned the rights to earn up to a 100% interest in and to certain mining claims knows as Summer located in British Columbia, Canada (the “Property”).   On August 20, 2011, the Company received notification of termination of the Agreement effective as of August 18, 2011 from Candorado due to an event of default. The Company issued the shares as required under the Agreement but failed to meet the payment and exploration expenditure requirements as required to be made by August 17, 2011. There are no further requirements under the Agreement to be effected by the Company to Candorado and the Company has no further rights or interest in the Property.

Quebec Option Agreement
 
On October 27, 2011, the Company (the “Optionee”) entered into a option agreement with an unrelated third party (the “Optionor”) to acquire a 100% interest, subject only to a 2% royalty, in and to certain mining claims in the Province of Quebec, Canada.  Under the terms of the option agreement, the option may be exercised by:
 
(a)           The following cash and stock payments:
 
(i)           $10,000 and the issuance of 5,000,000 shares of  restricted common stock of the Optionee within 30 days of the date of the Agreement;
 
 (b)  The following exploration expenditures;
 
(i)           $15,000 on or before April 30, 2012;
 
(ii)           $30,000 on or before April 30, 2013;
 
(iii)           $50,000 on or before April 30, 2014;
 
(iv)           $75,000 on or before April 30, 2015.
 
Upon completion of the payments, exploration expenditures and issuances of common stock in section 4  the 100% Option shall be deemed exercised without further notice or act by the Optionee, and a 100% undivided right, title and interest in and to the Property shall vest in the Optionee, free and clear of all liens, charges, encumbrances, claims and adverse interests of any nature or kind, except for the obligation of the Optionee hereunder to pay the Royalty to the Optionor.
 
The 5,000,000 shares required to be issued pursuant to the option agreement have not yet been issued.
 
 
5

 

RESULTS OF OPERATIONS

Operating expenses in 2011 increased primarily due to the increased scale and scope of our business operations relating to the option of certain mineral claims and increased operations as the Company seeks to acquire assets as compared to operating expenses incurred in 2010 when the Company had limited operations. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, and marketing costs. Professional fees include accounting and tax service fees, consulting fees, and legal fees.

Three Month Period Ended September 30, 2011 Compared to Three Month Period Ended September 30, 2010

We generated no revenue for the three month periods ended September 30, 2011 and September 30, 2010, respectively.

During the three month period ended September 30, 2011, we incurred operating expenses of $50,716 as compared to $2,033 incurred during the three month period ended September 30, 2010, an increase of $48,683. The increase in operating expenses was primarily attributable to the following items: (i) professional fees of $ 13,117 (2010: $1,309); (ii) salaries and benefits of $30,000 (2010: $nil); and (iv) general and administrative expenses of $7,599 (2010 $694).   During the three month period ended September 30, 2011 we incurred a net loss of ($665,614) as compared to a net loss of ($2,033) incurred during the three month period ended September 30, 2010.  Of this amount loss from operations totaled ($50,716) as compared to ($2,033) for the comparable period three month period.  The majority of the loss was comprised of a loss related to the write off of our mineral claims in the amount of $614,498.  There was no write down during the comparable three month period in 2010.

Nine Month Period Ended September 30, 2011 Compared to Nine Month Period Ended September 30, 2010

Our net loss for the nine month period ended September 30, 2011 was ($1,027,962) compared to a net loss of ($28,017) during the nine month period ended September 30, 2010, an increase of $999,945. We generated no revenue for the nine month periods ended September 30, 2011 and September 30, 2010, respectively.

During the Nine month period ended September 30, 2011, we incurred operating expenses of $413,464 and a loss of $614,498 from a write off of our mineral claims as compared to operating expenses of $28,017 incurred during the nine month period ended September 30, 2010 with no write down of mineral claims. The increase in operating expenses was primarily attributable to the following items: (i) professional fees of $ 268,780 (2010: $13,818); (ii) salaries and bnefits of $90,000 (2010: $nil); and (iv) general and administrative expenses of $49,267 (2010 $10,949).

LIQUIDITY AND CAPITAL RESOURCES

Nine Month Period Ended September 30, 2011

As of September 30, 2011, our current assets were $418 as compared to $nil as at December 30, 2010 and our current liabilities were $397,952 ( $53,070 – December 30, 2010) , resulting in a working capital deficit of $397,534 as at September 30, 2011 ($53,070  as at December 30, 2010).   This minimal increase in assets was due to cash in the amount of $118 ($nil as of December 30, 2010) and prepaid expenses of $300 ($nil as of December 30, 2010).   Our current liabilities as of September 30, 2011 increased substantially due to increased operations and expenses relating to the Company’s restructure.  Current liabilities were comprised of: (i) $104,983 in accounts payable and accrued liabilities ($10,005 – December 31, 2010); (ii) $112,074 in accounts payable –related parties ($5,000 – December 31, 2010); (iii) $30,895 in advances payable – related parties ($38,065 – December 31, 2010); and (iv) $150,000 by way of investor deposits ($nil – December 31, 2010).  We expect that we will issue shares during this period in regard to the $150,000 in investor deposits, thus reducing our liabilities by $150,000.

As of September 30, 2011, our total assets were $418 As of September 30, 2011, our total liabilities were $397,952 comprised entirely of current liabilities. The increase in liabilities during the nine month period ended September 30, 2011 from December 31, 2011 was primarily due to the $150,000 reflected as investor deposits and increased charges to professional fees and accounts payable relating to increased operations of the Company.

As of the date of this Quarterly Report, we have yet to generate any revenues from our business operations and we do not expect to generate any revenues in the near future or for some time due to the fact that we are a mining exploration company.

 
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We do not believe that we can sustain our operations from existing working capital and operations over the next 12 months.  During the next twelve months, we expect to incur indebtedness for carrying out our proposed exploration program, 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.  The Company estimates that it will require at least $350,000 for the next twelve months of operations which will include $25,000 to be expended under its option agreement and $325,000 for general and administrative expenses, including the paydown of its current debt on the balance sheet.

The Company presently does not have sufficient working capital to fund any of its operations, which could severely limit our operations. Management has been exploring a number of options to meet our obligations and future capital requirements, including the possibility of an equity offering or debt financing but has not entered into any agreement for any of the foregoing. The $150,000 raised during the quarter ended June 30, 2011 was used to pay down debt and for operations and there is limited cash remaining to continue the operations of the Company.

At the present time, we have not made any arrangements to raise additional cash. If we cannot raise additional cash in the next quarter, we will either have to suspend operations until we do raise the cash, or cease operations entirely.  If we cannot raise the $25,000 required under the terms of our option agreement, we will lose all rights to the property.

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. However, we have no assurance that we will be able to raise sufficient funds from the sale of our common stock to pay all of our anticipated expenses. We have in the past raised funds required for operations by way of advances and loans from our controlling shareholder and our officer and director, however, there can be no assurance that he will continue to provide the required funds to continue 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.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements that will have a current or future effect on our financial condition and changes in financial condition.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide this information.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, who are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the quarterly period covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of September 30, 2011.

 
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Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control process has been designed, under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2011, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this assessment, management has determined that our internal control over financial reporting as of September 30, 2011 was not effective for the reason described herein.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of September 30, 2011.

Management believes that the material weakness set forth above did not have an effect on our financial results.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparations and presentations. Also, 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.

This quarterly 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 on management’s report on this quarterly report.

Changes in Internal Control Over Financial Reporting

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.


PART II – OTHER INFORMATION
 

 
ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings and is not aware of any pending legal proceedings as of the date of this Form 10-Q.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

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

On September 13 2011, Branislav Jovanovic, the Company’s controlling shareholder and an officer and director of the Company assigned $9,000 of his outstanding accounts payable to a third party, which amount was concurrently settled by way of the issuance of 9,000,000 shares of common stock of the Company at par value, or $0.001 per share pursuant to a prior debt settlement agreement entered into with Mr. Jovanovic to settle the debt at $0.001 per share at his election.

 
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The shares of common stock under the Debt were issued to one non-United States investor in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The investors acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from the Company’s management concerning any and all matters related to acquisition of the securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company does not have any senior securities as of the date of this Form 10-Q.

ITEM 4. REMOVED AND RESERVED

ITEM 5. OTHER INFORMATION
 
None

ITEM 6. EXHIBITS

The following exhibits are filed as part of this Quarterly Report:

Exhibit Number
Description
 
3.1
Articles of Incorporation
Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on July 18, 2008
3.1(1)
Certificate of Change to Articles of Incorporation filed with the Nevada Secretary of State
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 17, 2011
3.1(2)
Certificate of Amendment to Articles of Incorporation filed with the Nevada secretary of State regarding the decrease in authorized capital
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on June 16, 2011
3.2
Bylaws
Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on July 18, 2008
10.1
Option Agreement between the Company and Candorado
Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 22, 2011
10.2
Option Agreement between the Company and Robert Rosenblat dated October 27, 2011
Filed herewith
31.1
Section 302 Certification – Principal Executive Officer
Filed herewith
31.2
Section 302 Certification – Principal Financial Officer
Filed herewith
32.1
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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 its behalf by the undersigned, there unto duly authorized.

   
 
GREENWOOD GOLD RESOURCES, INC.
 
       
Date: November 18, 2011
By:
/s/ Branislav Jovanovic
 
   
Branislav Jovanovic
 
   
President and Chief Executive Officer
 
       
       
Date: November 18, 2011
By:
/s/ Branislav Jovanovic
 
   
Branislav Jovanovic
 
   
Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
 
 

 
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