ggrn10q.htm

0001427236-09-000019.txt : 20090323 0001427236-09-000019.hdr.sgml : 20090323 20090323170044 ACCESSION NUMBER: 0001427236-09-000019 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20090320 FILED AS OF DATE: 20090323 DATE AS OF CHANGE: 20090323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Snowdon Resources CORP CENTRAL INDEX KEY: 0001365554 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52813 FILM NUMBER: 09699317 BUSINESS ADDRESS: STREET 1: 789 WEST PENDER STREET STREET 2: SUITE 1010 CITY: VANCOUVER STATE: A1 ZIP: V6C 1H2 BUSINESS PHONE: (604) 606-7979 MAIL ADDRESS: STREET 1: 789 WEST PENDER STREET STREET 2: SUITE 1010 CITY: VANCOUVER STATE: A1 ZIP: V6C 1H2 10-Q 1 ggrn10q.htm SNOWDON10-Q ggrn10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2009

OR

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

Commission file number 000-52813

SNOWDON RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

789 West Pender Street, Suite 1010

Vancouver, British Columbia

Canada V6C 1H2

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

(604) 606-7979

(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 Alarge accelerated filer, Aaccelerated filer,@ Anon-accelerated filer,@ and Asmaller 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 [ ] NO [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 15,500,000 as of March 16, 2009.

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PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

INTERIM BALANCE SHEETS

(Unaudited)

(Stated in U.S. Dollars)

					January 31 2009		April 30 2008
ASSETS

Current
	Cash			$	100,642	$	531,283
	Amounts receivable				14,960		-
	Prepaid expenses				5,000		-
	Recoverable advance (Note 3)				179,168		-
	Recoverable goods and services tax				2,324		-

				$	302,094	$	531,283

LIABILITIES

Current
	Accounts payable and accrued liabilities			$	6,300	$	1,170
	Due to related parties (Note 4)				-		66,258
					6,300		67,428
STOCKHOLDERS’ EQUITY

Capital Stock (Note 6)
		Authorized:
			100,000,000 common shares with a par value of $0.00001 per share
			100,000,000 preferred shares with a par value of $0.00001 per share
			(none issued)
		Issued and outstanding:
			15,500,000 common shares at January 31, 2009 and April 30, 2008		155		155

Additional Paid-in Capital					549,945		549,945

Deficit Accumulated During The Exploration Stage					(254,306)		(86,245)
					295,794		463,855

				$	302,094	$	531,283

The accompanying notes are an integral part of these financial statements.

F-1

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SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

INTERIM STATEMENTS OF OPERATIONS

(Unaudited)

(Stated in U.S. Dollars)

											CUMULATIVE
											PERIOD FROM
											INCEPTION
			THREE MONTHS				NINE MONTHS				(MARCH 1, 2006)
			ENDED				ENDED				TO
			JANUARY 31				JANUARY 31				JANUARY 31
			2009		2008		2009		2008		2009

Revenue		$	-	$	-	$	-	$	-	$	-

Operating Expenses
	Consulting fees		18,000		-		24,000		-		24,000
	Mineral claim payment		-		-		-		-		10,000
	Office and sundry		17,205		691		33,211		1,976		41,045
	Professional fees		9,117		2,438		33,255		23,557		90,885
	Project development		3,916		-		77,595		-		88,376
			48,238		3,129		168,061		25,533		254,306

Net Loss for the period		$	(48,238)	$	(3,129)	$	(168,061)	$	(25,533)	$	(254,306)

Basic And Diluted Loss Per Common
Share		$	(0.00)	$	(0.00)	$	(0.01)	$	(0.00)

Weighted Average Number Of Common Shares Outstanding			15,500,000		10,000,000		15,500,000		10,000,000

The accompanying notes are an integral part of these financial statements.

F-2

SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)

(Stated in U.S. Dollars)

			Nine Months ended January 31				Cumulative Period From Inception (March 1, 2006) To January 31, 2009
			2009		2008
Cash Used In Operating Activities
	Net loss for the period	$	(168,061)	$	(25,533)	$	(254,306)
	Net changes in non-cash operating working capital items:
	Amounts receivable		(14,960)		-		(14,960)
	Prepaid expenses		(5,000)		-		(5,000)
	Recoverable goods and services tax		(2,324)		-		(2,324)
	Accounts payable and accrued liabilities		5,130		(7,127)		6,300
			(185,215)		(32,660)		(270,290)
Cash Flows From (Used In) Financing Activities
	Issue of share capital		-		-		550,100
	Recoverable advance		(179,168)		-		(179,168)
	Advances (to) from related parties		(66,258)		32,826		-
			(245,426)		32,826		370,932

Increase (Decrease) In Cash			(430,641)		166		100,642

Cash, Beginning Of Period			531,283		213		-

Cash, End Of Period		$	100,642	$	379	$	100,642

Supplemental Disclosure of Cash Flow Information
Cash Activities:
Interest paid		$	-	$	-	$	-
Income taxes paid		$	-	$	-	$	-

The accompany notes are an integral part of these financial statements.

F-3

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SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

(Unaudited)

(Stated in U.S. Dollars)

PERIOD FROM INCEPTION (MARCH 1, 2006) TO JANUARY 31, 2009

						DEFICIT
	NUMBER					ACCUMULATED
	OF		ADDITIONAL			DURING THE
	COMMON		PAID-IN	PAR		EXPLORATION
	SHARES		CAPITAL	VALUE		STAGE		TOTAL

Beginning balance, March 1, 2006	-	$	-	$	-	$	-	$	-

March 22, 2006 – Shares issued for cash at $0.00001	10,000,000		-		100		-		100

Net loss for the period	-		-		-		(30,300)		(30,300)

Balance, April 30, 2006	10,000,000		-		100		(30,300)		(30,200)

Net loss for the year	-		-		-		(12,820)		(12,820)

Balance, April 30, 2007	10,000,000		-		100		(43,120)		(43,020)

April 4, 2008 – Shares issued for cash at $0.10	5,500,000		549,945		55		-		550,000

Net loss for the year	-		-		-		(43,125)		(43,125)

Balance, April 30, 2008	15,500,000		549,945		155		(86,245)		463,855

Net loss for the period	-		-		-		(168,061)		(168,061)

Balance, January 31, 2009	15,500,000	$	549,945	$	155	$	(254,306)	$	295,794

The accompany notes are an integral part of these financial statements.

F-4

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SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

January 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Organization

Snowdon Resources Corporation (“the Company”) was incorporated in the State of Nevada, U.S.A., on March 1, 2006.

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 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 extraction and to enter a development state.

Basis of presentation

The accompanying financial statements have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. It is suggested that these financial statements be read in conjunction with the April 30, 2008 audited financial statements and notes thereto. Results of this period are not necessarily indicative of the results for the year ending April 30, 2009.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates. The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

F-5

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SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

January 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

a) Exploration Stage Enterprise

The Company’s financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (“SFAS No. 7”), “Accounting and Reporting for Development Stage Enterprises,” as it devotes substantially all of its efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.

Cash

Cash consists of cash on deposit with high quality major financial institutions, and to date the Company has not experienced losses on any of its balances. The carrying amounts approximated fair market value due to the liquidity of these deposits. However, funds on deposit at this financial institution exceed federally regulated insurance limits. Accordingly, the Company is at risk for the excess over these limits by approximately $98,000 at January 31, 2009.

c) Mineral Property Acquisition Payments

The Company expenses all costs incurred on mineral properties to which it has secured exploration rights prior to the establishment of proven and probable reserves. If and when proven and probable reserves are determined for a property and a feasibility study prepared with respect to the property, then subsequent exploration and development costs of the property will be capitalized.

The Company regularly performs evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of its investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable.

F-6

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SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

January 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

d) Exploration Expenditures

The Company follows a policy of expensing exploration expenditures until a production decision in respect of the project and the Company is reasonably assured that it will receive regulatory approval to permit mining operations, which may include the receipt of a legally binding project approval certificate.

Management periodically reviews the carrying value of its investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a production mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that the Company will continue exploration on such project. The Company does not set a pre-determined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate.

If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values.

The Company’s exploration activities and proposed mine development are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

The accumulated costs of properties that are developed to the stage of commercial production will be amortized to operations through unit-of-production depletion.

F-7

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SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

January 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

e) Use of Estimates and Assumptions

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

f) Financial Instruments

The carrying values of cash and accounts payable and accrued liabilities approximate their fair value because of the short maturity of these instruments. While the Company’s head office operations are in Canada, the majority of its exploration and development costs are incurred in United States dollars and the bulk of its cash is maintained in US dollars. Consequently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates.

g) Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with Statement of Financial Accounting Standards No. 128. (“SFAS 128”) "Earnings per Share", which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As the Company generated net losses in the year presented, the basic and diluted loss per share are the same as any exercise of options or warrants would be anti-dilutive.

F-8

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SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

January 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

h) Foreign Currency Translation

The Company’s functional currency is the U.S. dollar. Transactions in Canadian dollars are translated into U.S. dollars as follows:

i) monetary items at the rate prevailing at the balance sheet date;

ii) non-monetary items at the historical exchange rate;

iii)	revenue and expense at the average rate in effect during the applicable accounting period.

Gains and losses on translation are recorded in the statement of operations.

3. RECOVERABLE ADVANCE

During the nine month period ended January 31, 2009, the Company paid a total of $179,168 ($220,000 CAD) to an Alberta corporation as a recoverable advance in connection with discussions regarding a potential business venture. Discussions are continuing between the parties regarding the potential business venture and the advance remains outstanding. As part of the agreement, a $1,556 fee ($2,000 CAD) was received from the Alberta corporation on November 21, 2008.

4.	DUE TO RELATED PARTIES

The amounts due to related parties are unsecured and interest free with no specific terms of repayment. All related party transactions occurred in the normal course of business and are recorded at their exchange amount, which is the amount of consideration paid or received as established and agreed to between the related parties. The exchange amount was negotiated, established and agreed to by the related parties as if they were dealing at arm’s length.

F-9

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SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

January 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

5. MINERAL CLAIM INTEREST

During the year ended April 30, 2006, the Company acquired a 100% interest in five mineral claims located in Gila Country, Arizona, USA. The consideration for the acquisition was a cash payment of $10,000, which represented reimbursement of the cost paid by the vendor for the mineral claims.

The claims were re-staked in February, 2008 and a further seven contiguous claims were added. In order to keep the claims in good standing, a claim maintenance fee in the amount of $125 per claim must be paid to the Bureau of Land Management each year on or before September 1st.

6.	CAPITAL STOCK

On March 22, 2006, the Company issued 10,000,000 common shares at $0.00001 per share to two founding shareholders.

On March 10, 2008 the Company completed an initial public offering, selling 5,500,000 common shares at a price of $0.10 per share, for total proceeds of $550,000. The shares were issued on April 4, 2008.

The Company has no warrants or other dilutive securities. On December 2, 2008, the Company filed a registration statement with the SEC on Form S-8 to register 10,000,000 common shares underlying options available to be issued through a new nonqualified stock option plan. No options have been issued as of March 16, 2009.

7.	COMMITMENTS AND CONTRACTUAL OBLIGATIONS

On September 30, 2008, the Company entered into an agreement with a privately held company owned by a Director of the Company for consulting services commencing October, 2008 for three years at the rate of $3,000 per month plus applicable goods and services tax.

On September 30, 2008, the Company entered into an agreement with a significant shareholder of the Company for consulting services commencing October, 2008 for three years at the rate of $3,000 per month plus applicable goods and services tax.

F-10

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SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

January 31, 2009

(Unaudited)

(Stated in U.S. Dollars)

7.	COMMITMENTS AND CONTRACTUAL OBLIGATIONS (Continued)

On September 30, 2008, the Company executed an agreement for office space and administrative support services with a privately held company controlled by a significant shareholder, effective July, 2008 for three years at a rate of $2,500 per month plus applicable goods and services tax.

The Company has no significant commitments or contractual obligations with any parties respecting executive compensation.

F-11

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

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

We are an exploration stage mining company and currently intend to prospect for uranium on our one property which now contains twelve claims. We acquired five claims on April 1, 2006. The claims were re-staked in March, 2008 and increased to a total of twelve. Each claim measures 600 feet by 1,500 feet and covers 20 acres. Total land position is 240 acres. All claims are located in Gila County, Arizona. The next phase of our exploration program on these claims requires approximately $66,000, of which $15,000 is a refundable bond.

We are considering acquiring further uranium claims and during the quarter ended January 31, 2009 paid $14,960 in order to keep certain additional uranium claims active in Arizona. We are evaluating whether to acquire the claims. If we do, the amounts will be expensed. If we do not, the payments are recoverable. A decision on acquiring the additional claims is expected by the end of our current fiscal year, April 30, 2009.

We have no ore bodies and have not yet generated any revenues from our business operations. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. We raised $550,000 from a public offering in March, 2008. Ultimately, our success or failure will be determined by what we find under the ground. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans.

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

We do not intend to hire any employees at this time. All of the work on the property will be conducted by unaffiliated, independent contractors. Administrative work will be handled by the director, a part-time bookkeeper, and a financial consultant.

During the period ended January 31, 2009, we paid a total of $187,347 ($220,000 CAD) to an Alberta corporation as a recoverable advance in connection with discussions regarding a potential business venture. $220,000 CAD was to be repaid on or before December 17, 2008 if we elected to not pursue the business opportunity. However, discussions regarding the business opportunity are continuing and we expect that a decision to proceed or not will be finalized by the end of our current fiscal year, April 30, 2009. As part of the agreement, a $1,556 fee ($2,000 CAD) was received from the Alberta corporation on November 21, 2008. As adjusted for the closing exchange rate at January 31, 2009, the US dollar amount recoverable was $179,168. A foreign exchange loss of $8,179 was recorded as an expense in the period.

We have no warrants or other dilutive securities. On December 2, 2008, we filed a registration statement with the SEC on Form S-8 to register 10,000,000 common shares underlying options available to be issued through a new nonqualified stock option plan. No options have been issued as of March 16, 2009.

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Milestones

Phase 1 of our exploration program, consisting of a Radon survey of the claims area was completed in June, 2008. Four recommended drill sites have been identified, and will form the first phase of a drilling program.

The following are our Phase 2 milestones:

1.	We will submit a Plan of Operation to the Tonto National Forest Service to conduct a drill program. Approval can take up to six months. This plan has not been completed.

If our submission is approved, we will proceed with a reverse circulation drilling program at the locations recommended in the Radon survey report. This program will consist of 4 vertical holes drilled to a depth of 300 feet. The cost is estimated to be approximately $25,000 and the time involved is estimated to be 10 days.

3.	As the drill holes are completed, a radiometric, down-hole probe will be immediately inserted in the holes to measure gamma ray counts. Cost is estimated to be approximately $6,000.

4.	Administration and supervision by the field geologist during the drilling program and for the radiometric measurements is estimated to cost approximately $10,000.

5.	Reclamation work cost is estimated to be approximately $10,000 and time involved is estimated to be 4 days. A refundable bond payment for reclamation work will need to be posted and is expected to be approximately $15,000.

Limited Operating History; Need for Additional Capital

There is limited 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 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, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

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 operations. Equity financing could result in additional dilution to existing shareholders.

Results of Operations

From Inception on March 1, 2006 to January 31, 2009

We have no revenue and have incurred a net loss from inception to January 31, 2009 of $254,306.

From inception on March 1, 2006 to the point that funds were available in March, 2008 as a result of our initial public offering, we were funded by loans from Woodburn Holdings Ltd. a corporation controlled by Robert Baker, a director and officer, and from West Peak Ventures of Canada Limited, a corporation controlled by Timothy Brock, one of our shareholders. These loans were used for the original mineral claim fee, to re-stake the property, to incorporate us, for legal and accounting expenses, and office and sundry costs. The loans were fully repaid by January 31, 2009 (April 30, 2008: $66,258).

Cash Requirements and Liquidity

As of the date of this report, we have yet to generate any revenues from our business operations. We have incurred a deficit of $254,306 from inception to January 31, 2009 and have no revenue. Our future is dependent upon our ability to obtain ongoing financing and eventually, upon future profitable operations from the development of our mineral properties.

As of January 31, 2009, our cash was in excess of current liabilities by approximately $94,000. Our total assets were $302,094, of which approximately 33% was cash, 59% was recoverable advances, and 7% was comprised of amounts receivable, recoverable goods and services tax, and prepaid expenses. Our total liabilities were $6,300 in accounts payable, which were consulting fees for January, 2009.

Our milestones outlined above are expected to cost approximately $66,000, of which $15,000 is a refundable bond to be posted in connection with reclamation work. If we acquire the additional claims referred to above, exploration costs will increase. At this time however, the acquisition of those additional claims is not certain and we have no estimate of potential exploration costs that might be incurred if the claims are acquired. Professional fees (legal, accounting, audit, and regulatory reporting), Consulting, and Office and sundry are expected to make up our other main expense categories going forward and we forecast those to annually be in the range of $50,000, $72,000 and $35,000 respectively.

No consideration is given here to possible cash requirements if we decide to pursue the potential business opportunity in connection with which we made recoverable advances of $179,168. If the opportunity is not pursued, we expect that those recovered advances, together with existing cash, will cover our cash requirements to the end of our April 30, 2010 fiscal year. If we do pursue the potential business opportunity, additional cash will need to be raised either through debt or equity, to replace those advances as well as to cover additional cash requirements resulting from the new business opportunity itself.

Notable Balance Sheet changes from April 30, 2008 to January 31, 2009 are as follows:

Cash decreased approximately $430,000 primarily due to expenditures on project development of our mineral claims (Radon survey and other claim-related costs): $77,595; recoverable advances made in connection with a potential business opportunity: $179,168; repayment of short term advances from related parties to fund start-up costs: $66,258; professional fees: $33,255; consulting fees: $24,000; and rent: $17,875.

-	Recoverable advances of $179,168 (April 30, 2008: $Nil) were made, as described above.

Notable changes in results of operations between the interim periods presented are as follows:

-	Project development expenditures increased from Nil in both 2008 periods presented to $3,916 for the three month period in 2009 and $77,595 for the nine month period in 2009 due to the Radon survey and other claim-related work which commenced in the current year.

-	Other year over year increases of note for the three month and nine month periods are due to the following:

Consulting fees of $6,000 per month commenced in October 2008

Office and sundry – rent of $2,500 per month commenced in July 2008; foreign exchange loss of $8,179 in the current year on the Recoverable advance; and an increase in various filing and reporting costs.

Professional fees increased due to the requirements for accounting, auditing and legal services typical of an early stage public company.

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

We maintain “disclosure controls and procedures”, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Changes in Internal Controls

We have also evaluated our internal control for financial reporting, and there have been no changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS.

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

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

On June 14, 2007, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective (File number 333-134943) permitting us to offer up to 10,000,000 shares of common stock at $0.10 per share.

On March 10, 2008, we completed our public offering and sold 5,500,000 shares of common stock at an offering price of $0.10 per share for a total of $550,000. No underwriter was involved in our public offering. Since that time, to January 31, 2009, we have spent the proceeds as follows:

Radon Survey and other claim-related expenses	$	87,326
Working Capital		65,503
Consulting		24,000
Repayment of related parties		66,258
Offering expenses		2,963
Total	$	246,050

The Radon survey and other claim-related expenses to date are less than the total of the Geochemical and Geophysical surveys (which the Radon survey replaced) and other claim-related expenses listed in the Use of Proceeds.

We deviated from the Use of Proceeds section in our prospectus in that we spent the following on items not contemplated in that Use of Proceeds section:

Consulting - - $24,000

Consulting fees paid for business development, strategic planning, and financing and management advice from a director and from a major shareholder of the Company.

Repayment of related parties - $66,258

As noted above, from the Company’s inception on March 1, 2006 to the point that funds were available in March, 2008 as a result of our initial public offering, we were funded by loans from related parties. Those loans were used for the original mineral claim fee, to re-stake the property, to incorporate us, for legal and accounting expenses, and office and sundry costs.

- -

ITEM 6. EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description

10.1	Corporate Support Agreement between Sweetwater Capital Corp. and Snowdon Resources Corporation

10.2	Consulting Agreement between Snowdon Resources Corporation and Timothy B. Brock

10.3	Consulting Agreement between Snowdon Resources Corporation and Woodburn Holdings Ltd.

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.

- -

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 23rd day of March, 2009.

SNOWDON RESOURCES CORPORATION

BY:

_ “R.M. Baker”_______________________________________

Robert Baker, President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer, and member of the Board of Directors

- -

EXHIBIT INDEX

		Incorporated by reference
Exhibit Number	Document Description	Form	Date	Number	Filed herewith

3.1	Articles of Incorporation.	SB-2	06/06/06	3.1

3.2	Bylaws.	SB-2	06/06/06	3.2

4.1	Specimen Stock Certificate.	SB-2	06/06/06	4.1

10.1	Corporate Support Agreement between Sweetwater Capital Corp. and Snowdon Resources Corporation				X

10.2	Consulting Agreement between Snowdon Resources Corporation and Timothy B. Brock				X

10.3	Consulting Agreement between Snowdon Resources Corporation and Woodburn Holdings Ltd.				X

14.1	Code of Ethics.	10-KSB	9/14/07	14.1

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.				X

99.1	Subscription Agreement.	SB-2	06/06/06	99.1

99.2	Audit Committee Charter.	10-KSB	9/14/07	99.2

99.3	Disclosure Committee Charter.	10-KSB	9/14/07	99.3

EX-10.1 2 ggrnex10_1.htm SNOWDON EX10.1 ggrnex10_1.htm

CORPORATE SUPPORT AGREEMENT

THIS CORPORATE SUPPORT AGREEMENT made effective July 1st , 2008.

BETWEEN:

SWEETWATER CAPITAL CORP. of 1000-789 West Pender Street, Vancouver, British Columbia, Canada, V6C 1H2

(the "Service Provider")

OF THE FIRST PART

AND:

SNOWDON RESOURCES CORPORATION., of 1010-789 West Pender Street, Vancouver, British Columbia, Canada, V6C 1H2;

(the "Client")

OF THE SECOND PART

WHEREAS:

A. The Service Provider maintains office premises and corporate services in Vancouver, British Columbia equipped specifically for the purpose of providing essential corporate services and facilities to clients as more particularly described herein;

B. The Client is a US Reporting Issuer having a principal address in Vancouver, British Columbia in need of premises and services for the purpose of maintaining it operations and corporate headquarters in the Province of British Columbia;

C. The Service Provider has agreed to provide the services to the client on the terms and conditions contained herein:

NOW THEREFORE this Agreement witnesseth that in consideration of the premises and of the mutual covenants and agreements hereinafter set out, the parties hereto covenant and agree as follows:

SECTION 1 - INTERPRETATION

1.01 Interpretation

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) "this Agreement" means this Agreement and all Schedules attached hereto:

(b) any reference in this Agreement to a designated "Section", "Subsection", "Schedule" or other subdivision refers to the designated Section, Subsection, Schedule or other subdivision of this Agreement;

(c) the words "herein" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section, Subsection or other subdivision of the Agreement;

(d) any reference to a statute included and, unless otherwise specified herein, is a reference to such statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which has the effect of supplementing or superseding such statue or such regulation; and

(e) words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural, and vice versa.

1.02 Headings

The headings of the Sections and Subsections of this Agreement are inserted for convenience of reference only and shall not in any way affect the construction or interpretation of this Agreement or of any part thereof.

1.03 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada.

1.04 Severability

In the event that any provision of this Agreement or any part thereof is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the remaining provisions shall be construed as if the invalid, illegal or unenforceable provisions had been deleted from this Agreement.

1.05 Currency

All references to dollars or funds herein mean United States dollars.

SECTION 2 -SERVICES

2.01 The Service Provider agrees to provide a corporate address, with fully equipped offices, computers, internet services, support services, board room facilities, non-alcoholic refreshments, postage facilities, repairs and maintenance to office equipment located in the premises and all incidental services thereto to the Client as required by the Client in order for the Client to be able to perform its corporate activities in Vancouver, British Columbia commensurate with the needs of like corporations as if they had maintained their own fully furnished and staffed premises for the same purposes.

2.02 The Service Provider further agrees to provide personnel to the client to assist with the following services in the premises:

i) receptionist;

ii) secretarial;

iii) bookkeeping services;

iv) corporate records clerks;

v) qualified personnel to assist in the preparation of quarterly, interim and annual financial statements as required under SEC guidelines for independent review by outside auditors;

vi) qualified personnel to assist in arranging for timely disclosure of all material facts in the affairs of the Client;

vii) qualified personnel to assist in perusing and replying to all corporate inquiries and correspondence; and

viii) qualified personnel to draft disclosure documents for filing with the Securities and Exchange Commission in the USA and with the applicable securities commissions in Canada for review by independent outside legal counsel selected by the Client.

2.03 The Service Provider further agrees to act as a fiscal agent for the Client to provide the following services during the term of this Agreement, :

i) reviewing the financial position of the Client and providing recommendations thereon;

ii) assisting in formulating plans and budgets from time to time for the Client;

iii) disseminating such information to persons in accordance with the marketing plan of the Client to encourage participation in the development of the Client;

iv) retaining the services of professionals;

v) selecting on the basis of evaluations provided by professionals, suitable business opportunities for acquisition and participation;

vi) establishing and maintaining suitable banking relations;

vii) ensuring the maintenance of proper accounting records;

viii) arranging for the payment of all payables of the Client and/or any subsidiaries; and

ix) provide experienced personnel to assist the Client with advice on mergers and acquisitions, financings and investor support services as required by the Client with the assistance of outside professionals in order for management of the Client to be able to diligently pursue corporate opportunities.

2.04 Term

This Agreement shall be for a period of 36 months commencing July 1, 2008 irrespective of the date this Agreement is executed, and expiring June 30, 2011 unless extended thereafter on a month-to-month basis or for an extended term in writing.

2.05 Payment for Services

The remuneration of the Service Provider for its services shall be the sum of US$2,500 per month plus GST at the prescribed rate payable in advance on the first business day of each calendar month, the first of such installments to be payable on the first day of July, 2008.

SECTION 3 – DISPUTES

3.01 Any dispute arising under this agreement shall be settled by arbitration pursuant to applicable Arbitration Statutes in effect in the Province of British Columbia by a single arbitrator if the parties hereto are able to agree on a single arbitrator within thirty (30) days after written demand to arbitrate is given in writing by one party to the other, and failing such agreement, by three arbitrators, one to be appointed by the Client, one to be appointed by the Service Provider, and the third to be appointed by such two arbitrators, and the decision of the single arbitrator or a majority of the arbitrators if three are appointed, shall be final and binding upon the parties hereto, and such decision shall include a direction as to the costs of the arbitration.

SECTION 4 – EARLY TERMINATION

4.01 This Agreement is subject to early termination by the Service Provider on ninety (90) days written notice.

4.02 This Agreement is subject to early termination by the Client on sixty (60) days written notice. In the event the Client terminates this Agreement, the Client shall be liable for the payment of monthly service fees for an additional period of three (3) months after the date notice is given which amount is the agreed upon amount of liquidated damages the Service Provider will suffer or incur as a result of the early termination of this Agreement.

SECTION 5 – SERVICE PROVIDER’S COVENANTS

5.01 Upon termination of this Agreement for any reason, or whenever requested by the Service Provider, the Client shall deliver to the Service Provider all property belonging to the Service Provider, including, without limitation: any keys, security cards, passwords, devices or other property which may have come into the Client’s possession during the course of the Agreement;

5.02 The Service Provider covenants with the Client to provide access to the business premises during normal business hours during the Term and after normal business hours provided access by the Client shall only be made in accordance with the guidelines from time to time imposed on tenants in the building leased by the Service Provider;

5.03 The Service Provider shall maintain the office premises in good repair and properly maintained with acceptable janitorial services;

5.04 The Service Provider shall throughout the Term keep the premises insured for loss and damage by fire in the sum of at least $2,000,000 and shall pay when due all premiums necessary for the above purpose provided that the Service Provider’s obligation under this covenant shall immediately cease if the insurance covenanted for shall be rendered void by any act or default of the Client;

5.05 The Service Provider shall if the premises are damaged by fire reinstate the premises at his sole expense, with all reasonable speed; and

5.06 If the premises or any part of them are damaged by fire during the Term of this lease, with the result that they are rendered unfit for habitation, then the fees reserved by this Agreement or a fair proportion thereof in accordance with the nature and extent of the damage shall be suspended until the leased premises are again fit for habitation.

SECTION 6 - MISCELLANEOUS

6.01 Amendment or Termination

No amendment or termination of this Agreement shall be valid unless it is in writing and executed by the parties hereto.

6.02 Further Assurances

The parties hereto shall execute all such further documents and give all such further assurances as may be required to carry out the purpose and intent of this Agreement.

6.03 Personal Agreement

This Agreement is personal to the parties hereto and shall not be assigned except by operation of law. If this Agreement is assigned by operation of law, it shall enure to the benefit of and be binding upon such assigns. This agreement shall enure to the benefit of and be binding upon the parties hereto.

6.04 Notices

All notices and other communications required or permitted to be given hereunder shall be in writing and shall be delivered to the party for whom it is intended at the address for such party as set forth in this Agreement, or to such other address as either party may provide in writing to the other pursuant to the provisions in this Subsection or may be sent by telecopy or by means of facsimile transmission. Any notice shall be deemed to have been received by the party to whom it is delivered, when delivered, and if transmitted by telecopy or facsimile transmission, upon transmission.

6.05 Entire Agreement

This Agreement contains the entire understanding between the parties and supersedes any prior understandings and agreements between them respecting the subject matters hereof. There are no other representations, agreements, arrangements, or understandings, oral or written, between and among the parties hereto or any of them, relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the 30th day of September, 2008

60; SWEETWATER CAPITAL CORPORATION

By: “F. George Orr”

Title: _CFO / Director

SNOWDON RESOURCES CORPORATION

By: “Terence F. Schorn”

Title: Director

EX-10.2 3 ggrnex10_2.htm SNOWDON EX10.2 ggrnex10_2.htm

CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is made and entered into effective as of October 1st, 2008 (the “Effective Date”) by SNOWDON RESOURCES CORPORATION., a Nevada corporation ("Corporation"), and TIMOTHY B. BROCK., of 5866 Eagle Island, West Vancouver, British Columbia, Canada V7W 1V5 (the “Consultant”)

WHEREAS, the Corporation desires to retain the services of a corporate consultant and the Consultant has agreed to accept such appointment on the terms and conditions herein contained:

NOW THEREFORE, IT IS AGREED AS FOLLOWS:

Section 1-Duties.

The Consultant agrees to the appointment hereunder and during the term of this Agreement. The Consultant shall provide advice with respect to financing, strategic planning and business development, and other management consulting services as may be mutually agreed.

Section 2-Term and Termination of Appointment

2.1 Initial Term. The term of engagement of the Consultant by the Corporation shall be for a period of 36 months beginning with the Effective Date ("Initial Term"), unless terminated earlier pursuant to this Agreement. At any time prior to the expiration of the Initial Term, the Corporation and the Consultant may by mutual written agreement extend the Consultant’s engagement under the terms of this Agreement for such additional period as may be agreed.

2.2 Termination. The Corporation may effect a termination of this Agreement upon giving thirty (30) days' written notice to the Consultant of such termination. The Consultant may effect a termination of this Agreement upon giving thirty (30) days' written notice to the Corporation of such termination.

Section 3-Compensation

3.1 Fees. As payment for the services to be rendered by the Consultant as provided in Section 1 and subject to the terms and conditions of Section 2, the Corporation agrees to pay to the Consultant a fee of US$36,000 per annum payable in equal monthly installments of $3,000 each commencing October 1st, 2008.

3.2 Reimbursement for Expenses. During the term of this Agreement, the Corporation shall reimburse the Consultant for reasonable and properly documented out-of-pocket business and/or entertainment expenses incurred by the Consultant in connection with its duties under this Agreement.

Section 4 - Confidentiality.

The Consultant agrees that all confidential and proprietary information relating to the Corporation's business shall be kept and treated as confidential both during and after the term of this Agreement, except as may be permitted in writing by the Corporation's board of directors or as such information is within the public domain or comes within the public domain without any breach of this Agreement.

Section 5 - Notices.

Notice under this Agreement shall be in writing and shall be effective when actually delivered. If mailed, notice shall be deemed effective 48 hours after mailing as registered or certified mail, postage prepaid, directed to the other party at the address set forth below or such other address as the party may indicate by written notice to the other:

Section 6 - No Release.

Both parties agree that the termination of this Agreement or the expiration of the term of this Agreement shall not release either party from any obligations under Sections this Agreement.

Section 7 - Survival.

Any of the terms and covenants contained in this Agreement which require the performance of either party after Termination shall survive such Termination.

Section 8 - Waiver.

Failure of either party at any time to require performance of any provision of this Agreement shall not limit the party's right to enforce the provision, nor shall any waiver of any breach of any provision be a waiver of any succeeding breach of any provision or a waiver of the provision itself for any other provision.

Section 9 - Assignment.

Neither party hereto may transfer or assign this Agreement without prior written consent of the other party.

Section 10 - Law Governing.

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia.

Section 11 - Titles and Captions.

All articles, sections and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.

Section 12 - Entire Agreement.

This Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Agreement.

Section 13 - Agreement Binding.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

Section 14 - Savings Clause.

If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

IN WITNESS WHEREOF, the parties have executed this Agreement, the 30th day of September, 2008.

SNOWDON RESOURCES CORPORATION

By: “R.M. Baker”

Title: Director

TIMOTHY B. BROCK

By: “T.B. Brock”

EX-10.3 4 ggrnex10_3.htm SNOWDON EX10.3 ggrnex10_3.htm

CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is made and entered into effective as of October 1st, 2008 (the “Effective Date”) by SNOWDON RESOURCES CORPORATION., a Nevada corporation ("Corporation"), and WOODBURN HOLDINGS LTD., of 885 Pyrford Road, West Vancouver, British Columbia, Canada V7S 2A2 (the “Consultant”)

WHEREAS, the Corporation desires to retain the services of a corporate consultant and the Consultant has agreed to accept such appointment on the terms and conditions herein contained:

NOW THEREFORE, IT IS AGREED AS FOLLOWS:

Section 1-Duties.

The Consultant agrees to the appointment hereunder and during the term of this Agreement. The Consultant or its representative shall provide advice with respect to financing, strategic planning and business development, and other management consulting services as may be mutually agreed.

Section 2-Term and Termination of Appointment

Section 3-Compensation

3.1 Fees. As payment for the services to be rendered by the Consultant or its representative as provided in Section 1 and subject to the terms and conditions of Section 2, the Corporation agrees to pay to the Consultant a fee of US$36,000 per annum payable in equal monthly installments of $3,000 each commencing October 1st, 2008.

3.2 Reimbursement for Expenses. During the term of this Agreement, the Corporation shall reimburse the Consultant for reasonable and properly documented out-of-pocket business and/or entertainment expenses incurred by the Consultant or its representative in connection with its duties under this Agreement.

Section 4 - Confidentiality.

Section 5 - Notices.

Section 6 - No Release.

Both parties agree that the termination of this Agreement or the expiration of the term of this Agreement shall not release either party from any obligations under Sections this Agreement.

Section 7 - Survival.

Any of the terms and covenants contained in this Agreement which require the performance of either party after Termination shall survive such Termination.

Section 8 - Waiver.

Section 9 - Assignment.

Neither party hereto may transfer or assign this Agreement without prior written consent of the other party.

Section 10 - Law Governing.

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia.

Section 11 - Titles and Captions.

Section 12 - Entire Agreement.

This Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Agreement.

Section 13 - Agreement Binding.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

Section 14 - Savings Clause.

IN WITNESS WHEREOF, the parties have executed this Agreement, the 30th day of September, 2008.

SNOWDON RESOURCES CORPORATION

By: “Terence F. Schorn”

Title: Director

WOODBURN HOLDINGS LTD.

By: “R.M. Baker”

Title: President

EX-31.1 5 ggrnex31_1.htm CERT OF EX AND FIN OFFICER ggrnex31_1.htm

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Robert M. Baker, certify that:

1. I have reviewed this 10-Q for the period ended January 31, 2009 of Snowdon Resources Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control
over financial reporting.

Date: March 23, 2009

“R.M. Baker”_____________________________________

Robert M. Baker, President, Principal Executive Officer and

Principal Financial Officer

EX-32.1 6 ggrnex31_2.htm CERT OF CEO AND CFO ggrnex31_2.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Snowdon Resources Corporation (the “Company”) on Form 10-Q for the period ended January 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert M. Baker, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 23rd day of March, 2009.

“R.M. Baker”___________________________

Robert M. Baker

Chief Executive Officer and Chief Financial Officer