UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter period ended ~~April~~July 3031, 2016

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

For the transition period form ~~__________~~ ____________ to ~~__________ Commission~~____________ ~~File number 333-199690~~

Commission File number 333-199690

ROSEWOOD RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada		61-1733971
(State or other jurisdictionof incorporation or organization)		(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8 Dorset Place, 65 Dorset Road, Parkwood, Johannesburg, South Africa, 2193 ~~(Address of principal executive offices)~~

~~416-819-3795~~ (~~Registrant's~~Address ~~telephone~~of ~~number~~principal executive offices)

~~N/A (Former name, former address and former fiscal year, if changed since last report)~~416-819-3795

(Registrant’s telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 past 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 small reporting company. See definition of "“large accelerated filer"”, "“accelerated filer"” and "“small reporting company"” Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Small reporting company	x
(Do not check if a small reporting company)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PROCEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ □ No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer'’s classes of common stock, as of the latest practicable date:

~~June~~September 101, 2016: 90,000,000 common shares

		PageNumber
PART I.	FINANCIAL INFORMATION
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)	3	3
	Balance Sheets as at April 30, 2016 and October 31, 2015	4
	Balance Sheets as at July 31, 2016 and October 31, 2015		4
	Condensed Statements of Operations for the three and six months ended April 30, 2016 and 2015	5
	Condensed Statements of Operations for the three and nine months ended July 31, 2016 and 2015		5
	Condensed Statements of Cash Flows for the six months ended April 30, 2016 and 2015	6
	Condensed Statements of Cash Flows for the nine months ended July 31, 2016 and 2015		6
	Notes to the Condensed Financial Statements	7	7
ITEM 2.	Management'’s Discussion and Analysis of Financial Condition and Results of Operations	11	11
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	31	29
ITEM 4.	Controls and Procedures	31	29
PART II.	OTHER INFORMATION
PART II. OTHER INFORMATION			31
ITEM 1.	Legal Proceedings	33	31
ITEM 1A.	Risk Factors	33	31
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33	31
ITEM 3.	Defaults Upon Senior Securities	33	31
ITEM 4.	Mine Safety Disclosure	33	31
ITEM 5.	Other Information	33	31
ITEM 6.	Exhibits	34	32
	SIGNATURES.	35	33

PART I – FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS

The accompanying condensed balance sheets of Rosewood Resources, Inc. at ~~April~~July 3031, 2016 (with comparative figures as at October 31, 2015) and the condensed statements of operations for the three and ~~six~~nine months ended ~~April~~July 3031, 2016 and 2015 and the condensed statements of cash flows for the ~~six~~nine months ended ~~April~~July 3031, 2016 and 2015 have been prepared by the Company'’s management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the ~~six~~nine months ended ~~April~~July 3031, 2016 are not necessarily indicative of the results that can be expected for the year ended October 31, 2016.

3 Table of Contents

ROSEWOOD RESOURCES, INC.

BALANCE SHEETS

	April 30,2016			October 31,2015
	July 31,2016			October 31,2015
	(Unaudited)			(Audited)
Assets
Cash	$	1913,~~872~~899		$	37,410
Total Assets	$	1913,~~872~~899		$	37,410
Liabilities and Stockholder's Deficit
Liabilities and Stockholder’s Deficit
Current liabilities:
Accounts payable	$	2224,~~883~~773		$	19,103
Due to related parties		51,~~495~~610			51,380
Total current liabilities		7476,~~378~~383			70,483
Stockholder's Deficit:
Stockholder’s Deficit:
Common stock 650,000,000 common stock authorized, $0.001 par value; 90,000,000 common shares issued and Outstanding		90,000			90,000
Deficit accumulated		(~~144~~152,~~506~~484	)		(123,073	)
Total stockholder's deficit		(54,506	)		(33,073	)
Total stockholder’s deficit		(62,484	)		(33,073	)
Total Liabilities and Stockholder's deficit	$	19,872		$	37,410
Total Liabilities and Stockholder’s deficit	$	13,899		$	37,410

4The accompanying notes are an integral part of these financial statements.

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ROSEWOOD RESOURCES, INC.

Condensed Statements of Operations

(Unaudited)

	For the three months endedApril 30,2016			For the three months endedApril 30,2015			Fo the sixmonths endedApril 30,2016			For the sixmonths endedApril 30, 2015
	For the three months endedJuly 31, 2016			For the three months endedJuly 31, 2015			For the ninemonths endedJuly 31, 2016			For the ninemonths endedJuly 31, 2015
Revenue	$	-		$	-		$	-		$	-
Expenses
Exploration costs		3,150			3,~~302~~771			69,~~300~~450			610,~~452~~223
General and Administrative Expenses		54,~~546~~828			45,~~332~~105			1519,~~133~~961			1015,~~884~~989
Total expenses		87,~~696~~978			78,~~634~~876			2129,~~433~~411			1726,~~336~~212
Loss from operations	$	(87,~~696~~978	)	$	(78,~~634~~876	)	$	(2129,~~433~~411	)	$	(1726,~~336~~212	)
Net loss per common share:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding:
Basic and diluted		90,000,000			90,000,000			90,000,000			90,000,000

5The accompanying notes are an integral part of these financial statements.

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ROSEWOOD RESOURCES, INC.

Condensed Statements of Cash Flows

(Unaudited)

	For the sixmonths endedApril 30,2016			For the sixmonths ended April 30,2015
	For the ninemonths endedJuly 31, 2016			For the nine months ended July 31, 2015
Operating Activities
Net loss	$	(2129,~~433~~411	)	$	(1726,~~336~~212	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable		35,~~780~~670			37,~~780~~768
Net cash used in operating activities		(1723,~~653~~741	)		(1318,~~556~~444	)
Cash Flows from Investing Activities:		-			-
Net cash used in investing activities		-			-
Financing activities
Proceeds from advances from a third party		~~115~~230			~~161~~433
Net cash provided by financing activities		~~115~~230			~~161~~433
Net decrease in cash		(1723,~~538~~511	)		(1318,~~395~~011	)
Cash, beginning of period		37,410			64,204
Cash, end of period	$	1913,~~872~~899		$	5046,~~809~~193
Supplemental disclosure of cash flow information
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

6The accompanying notes are an integral part of these financial statements.

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ROSEWOOD RESOURCES, INC.

Notes to the Condensed Financial Statements

~~April~~July 3031, 2016

(Unaudited)

1. Basis of presentation

The accompanying condensed financial statements of Rosewood Resources, Inc. ("“Rosewood"” or "“the Company"”) have been prepared in accordance with requirements for unaudited interim periods, and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America.

These unaudited condensed financial statements should be read in conjunction with the audited financial statements, as of October 31, 2015, and notes thereto. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim period as of ~~April~~July 3031, 2016 are not necessarily indicative of the results to be expected for the full year.

2. Nature of operations and going concern

Rosewood was incorporated under the laws of the State of Nevada on June 17, 2013 for the purpose of acquiring and developing mineral properties. The Company'’s planned principal operations have not yet begun.

The accounting policies followed by the Company are set out in the notes to the audited financial statements for the year ended October 31, 2015, and have been consistently followed in the preparation of these financial statements. The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on ~~its~~their condensed consolidated financial statements.

These unaudited financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these unaudited financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At ~~April~~July 3031, 2016, the Company had not yet achieved profitable operations, had accumulated losses of $~~144~~152,~~506~~484 since its inception, had a working capital deficiency of $5462,~~506~~484, and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company'’s ability to continue as a going concern. The Company'’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

7The Company expects to continue to incur substantial losses as it executes its business plan and does not expect to attain profitability in the near future. Since its inception, the Company has funded operations through the issuance of shares to one of its officer and director and from advance made by another director and officer for certain office expenses. The Company's future operations are dependent upon external funding and its ability to execute its business plan, realize sales and control expenses. Management believes that sufficient funding will be available from additional borrowings and private placements to meet its business objectives including anticipated cash needs for working capital, for a reasonable period of time. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its business operation, or if obtained, upon terms favorable to the Company.

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3. Mineral Rights Option Agreement

On September 11, 2013, the Company entered into an Option Agreement ("“Option"”) with Gordon Davidson ("“Optionor"”) whereby the Company was granted an exclusive option to acquire a fifty-one percent (51%) undivided interest in and to the Knott Lake Property ("“Property"”) consisting of a single patented mining claim (MR6061) in Cario Township located about 1.3 km northeast of the community of Matachewan in northeast Ontario, Canada.

In order to exercise the Option, the Company will be required to:

(a) incur Exploration Expenditures of $20,000 on or before the first anniversary date of the Option (Paid); (b) incur additional Exploration Expenditures of $35,000 on or before the second anniversary date of the Option (Paid September 2014); and (c) incur additional Exploration Expenditures of $50,000, and grant a cash payment of $25,000 on or before the third anniversary date to this Option. Refer to Subsequent Events note.

To date the Company has incurred the following exploration expenses:

Date	Amount
October 31, 2013	$	20,525
October 31, 2014		37,100
October 31, 2015		13,373
April 30, 2016		6,300
July 31, 2016		9,450
Total exploration expenses	$	7780,~~298~~448

If and when the Option has been exercised an undivided fifty-one percent (51%) right, title and interest in and to the Property shall vest in the Company free and clear of all charges, encumbrances and claims.

Upon the Company being deemed to have earned a fifty-one percent (51%) interest in the Property, the Company and the Optionor shall participate in a joint venture (the "“Joint Venture"”) for the purpose of further exploration and development work on the Property and if warranted, the operation of one or more mines on the Property.

The participating interests of the parties at the time of the Joint Venture is formed shall be:

~~The Company~~	The Company		51%	%
~~The Optionor~~	The Optionor		49%	%

8 Table of Contents

Each party shall be responsible for payment of its proportional share (based on its participating interest) of the operating and capital costs of the Joint Venture'’s operations, including reclamation and remediation obligations and any security required thereof. The Optionor shall retain a 2% Net Smelter Royalty in future production from the Property regardless of its participating interest in the Joint Venture.

If the participating interest of parties are:	Their deemed ~~expenditures~~expendituresupon ~~upon~~ formation of the Joint Venture shall be:
The Company - 51%	$	105,000
The Optionor - 49%	$	100,882

Any Exploration Expenditures made or incurred by the Company in excess of the Exploration Expenditures required to earn its interest in the Property shall be credited to the Company'’s contribution to the first work program after formation of the Joint Venture and shall not automatically dilute the participating interest of the Optionor on formation.

The Option shall terminate:

(a) upon the Company failing to incur or make any expenditures which must be incurred in exercise of the Option; or (b) at any other time, by the Company giving notice of such termination to Optionor.

If the Company is unable to make the payment on or before the third anniversary date of the Option the Company will lose its rights to the minerals on the Knott Lake Property.

4. Significant transactions with related party

During the period ended ~~April~~July 3031, 2016, a director and officer made advances to the Company in the amount of $~~115~~230 to fund daily operations of the Company and since inception has made advances of $51,~~495~~610. These advances are non-interest bearing and payable on demand.

9One officer and director of the Company has acquired 100% of the common stock issued.

5. Common stock

The Company'’s authorized common stock consists of 650,000,000 shares of common stock, with par value of $0.001.

On June 18, 2013, the Company issued 90,000,000 shares of its common stock to its sole director and officer at $0.001 per share, for net proceeds of $90,000.

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6. Contractual Commitment

As at September 15, 2014, the Company entered into an agreement with Douglas Turnbull, Professional Geologist of Lakehead Geological Services Inc. to review and analyse the geological information relating to the Knott Lake Property, to discuss its merits with the Board of Directors, to review the proposed geological program to be undertaken and to advise the Board of Directors as to any impairment or litigation which might be pending relating to the Knott Lake property. In consideration for this service the Company agreed to pay each month starting on September 15, 2014 the sum of $1,000 each month to a maximum of 24 months or until the Directors decided that the service of Douglas Turnbull are no longer required. Each quarter an amount of $3,000 is charged to Exploration Costs on the Condensed Statement of Operations.

7. Subsequent events

10Amendment to Option Agreement – Knott Lake Property

~~ITEM~~On 2.August ~~MANAGEMENT'S~~8, ~~DISCUSSION~~2016, ~~AND~~the ~~ANALYSIS~~Company OFnegotiated ~~FINANCIAL~~an ~~CONDITION~~amendment ~~AND~~of ~~RESULTS~~the OFOption ~~OPERATIONS~~Agreement entered into on September 11, 2013 with Gordon Davidson whereby the Option Agreement was extended by one year to September 11, 2017 for a consideration of $5,000.

~~You~~Subsequent should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed financial statements and their corresponding notes included elsewhere in this Form 10-Q. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. events

~~Overview~~The Company has evaluated subsequent events from July 31, 2016 through September 13, 2016, the date the financial statements were available and issued, and concluded there were no events or transactions occurring during this period.

We10 ~~are~~Table ~~an exploration stage company engaged in the acquisition and exploration~~ of mineral properties. We will have a 51% undivided interest in a single patented mineral claim (MR6061) called the Knott Lake Property ("Knott Lake") once we have exercised the Option Agreement noted below. A patented mineral claim is one that the title to the ground has been conveyed to the holder and no further assessment work need be done; however taxes must be paid. The Knott Lake is located about 1.3 km northeast of the community of Matachewan in northeast Ontario, Canada. Our plan is to conduct mineral exploration activities on the Knott Lake in order to assess whether it possesses commercially extractable deposits of gold. To date we have undertaken surface exploration work which is detailed under "Properties". Contents

WeITEM ~~are~~2. anMANAGEMENT’S ~~Emerging~~DISCUSSION ~~Growth~~AND ~~Company~~ANALYSIS asOF ~~defined~~FINANCIAL inCONDITION ~~the~~AND ~~Jumpstart~~RESULTS ~~Our~~OF ~~Business Startups Act.~~OPERATIONS

WeYou ~~shall~~should ~~continue~~read tothe befollowing ~~deemed~~discussion anand ~~emerging~~analysis ~~growth~~of ~~company~~our ~~until~~financial ~~the~~condition ~~earliest~~and results of— operations in conjunction with our condensed financial statements and their corresponding notes included elsewhere in this Form 10-Q. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements.

(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; (B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title; (C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (D) the date on which such issuer is deemed to be a 'large accelerated filer', as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.Overview

AsWe are an ~~emerging~~exploration ~~growth~~stage company weengaged ~~are~~in ~~exempt~~the ~~from~~acquisition ~~Section~~and ~~404(b)~~exploration of ~~Sarbanes~~mineral ~~Oxley~~properties. ~~Section~~We ~~404(~~will have a 51% undivided interest in a single patented mineral claim (MR6061) ~~requires~~called ~~Issuers~~the toKnott ~~publish~~Lake ~~information~~Property in(“Knott ~~their~~Lake”) ~~annual~~once ~~reports~~we ~~concerning~~have exercised the ~~scope~~Option ~~and~~Agreement ~~adequacy~~noted ofbelow. A patented mineral claim is one that the ~~internal~~title ~~control~~to ~~structure~~the ground has been conveyed to the holder and ~~procedures~~no ~~for~~further ~~financial~~assessment ~~reporting~~work need be done; however taxes must be paid. ~~This~~The ~~statement~~Knott ~~shall~~Lake ~~also~~is ~~assess~~located about 1.3 km northeast of the ~~effectiveness~~community of ~~such~~Matachewan ~~internal~~in ~~controls~~northeast ~~and~~Ontario, ~~procedures~~Canada. Our plan is to conduct mineral exploration activities on the Knott Lake in order to assess whether it possesses commercially extractable deposits of gold. To date we have undertaken surface exploration work which is detailed under “Properties”.

~~Section~~We ~~404(b)~~are ~~requires~~an ~~that~~Emerging ~~the~~Growth ~~registered~~Company ~~accounting~~as ~~firm~~defined ~~shall,~~ in the ~~same~~Jumpstart ~~report,~~Our ~~attest~~Business toStartups ~~and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting~~Act.

11We shall continue to be deemed an emerging growth company until the earliest of—

As(A) anthe ~~emerging~~last ~~growth~~day ~~company~~of wethe ~~are~~fiscal ~~exempt~~year ~~from~~of ~~Section~~the ~~14A(a)~~issuer ~~and~~during ~~(b)~~which ofit ~~the~~had ~~Securities~~total ~~Exchange~~annual ~~Act~~gross revenues of ~~1934~~$1,000,000,000 ~~which~~(as ~~require~~such amount is indexed for inflation every 5 years by the ~~shareholder~~Commission ~~approval~~to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of ~~executive~~Labor ~~compensation~~Statistics, ~~and~~setting ~~golden~~the ~~parachutes.~~threshold to the nearest 1,000,000) or more;

We(B) ~~have~~the ~~irrevocably~~last ~~opted~~day ~~out~~of the fiscal year of the ~~extended~~issuer ~~transition~~following ~~period~~the ~~for~~fifth ~~complying~~anniversary ~~with~~of ~~new~~the ordate ~~revised~~of ~~accounting~~the ~~standards~~first ~~pursuant~~sale toof ~~Section~~common ~~107(b)~~equity securities of the ~~Act.~~issuer pursuant to an effective registration statement under this title;

~~Our~~(C) ~~Company~~the isdate aon ~~start-up,~~which ~~exploration~~such ~~mining~~issuer ~~company~~has, ~~formed~~during tothe ~~explore~~previous ~~mineral~~3-year ~~properties~~period, inissued ~~Canada~~more ~~which,~~than ~~hopefully~~$1,000,000,000 ~~will~~in ~~contain~~non-convertible ~~gold.~~debt; or

We(D) ~~have~~the ~~not earned any revenues to~~ date. Weon dowhich ~~not anticipate earning revenues until~~ such ~~time~~issuer asis wedeemed ~~enter~~to ~~into~~be ~~commercial~~a ~~production~~‘large ofaccelerated ~~the~~filer’, ~~Knott~~as ~~Lake.~~defined ~~We are presently~~ in ~~the~~section ~~exploration~~240.12b-2 ~~stage~~ of ~~our~~title ~~business~~17, ~~and~~Code ~~we can provide no assurance that we will discover commercially exploitable levels~~ of ~~mineral~~Federal ~~resources on the Knott Lake~~Regulations, or ifany ~~such~~successor ~~deposits are discovered, that we will enter into further substantial exploration programs~~thereto. We currently do not have sufficient financial resources to meet the anticipated costs of completing Year 3 exploration program on the Knott Lake as required under the Option Agreement. Accordingly, we will need to obtain additional financing in order to complete our plan of operation and meet our future obligations as they come due.

~~About~~As Usan emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

WeSection ~~were~~404(b) ~~incorporated~~requires onthat ~~June~~the ~~17,~~registered ~~2013~~accounting ~~under~~firm ~~the~~shall, ~~laws~~in of the ~~State~~same ofreport, ~~Nevada.~~attest ~~Our~~to ~~principal~~and ~~office~~report ison ~~located~~the atassessment 8on ~~Dorset~~the ~~Place,~~effectiveness 65of ~~Dorset~~the ~~Road,~~internal ~~Parkwood,~~control ~~Johannesburg,~~structure ~~South~~and ~~Africa,~~procedures ~~2193.~~for financial reporting.

~~Our~~11 ~~telephone~~Table ~~number~~of ~~is 416-819-3795 and our e-mail address is bgordonbrooke@gmail.com.~~Contents

~~Our~~As ~~financial~~an ~~statements~~emerging ~~contained~~growth incompany ~~this~~we ~~Form~~are ~~10-Q~~exempt ~~have~~from ~~been~~Section ~~prepared on~~ 14A(a) ~~going concern basis, which assumes that we will be able to realize our assets~~ and ~~discharge~~(b) ~~our~~of ~~obligations in~~ the ~~normal~~Securities ~~course~~Exchange Act of ~~business.~~1934 Nowhich ~~adjustments~~require ~~have been included in~~ the ~~financial~~shareholder ~~statements;~~approval ~~these~~of ~~adjustments~~executive ~~would~~compensation beand ~~necessary~~golden ~~if we could no longer continue as a going concern~~parachutes.

~~Our~~We ~~auditors~~ have ~~issued~~irrevocably aopted ~~going~~out ~~concern~~of ~~opinion in their report dated February 5, 2016 relating to~~ the ~~October~~extended ~~31,~~transition ~~2015~~period ~~financial statements. In other words, there is substantial doubt that we can continue as an on-going business~~ for ~~the~~complying ~~next~~with ~~twelve~~new ~~months~~or ~~unless~~revised weaccounting ~~obtain~~standards ~~additional~~pursuant ~~financing.~~to ~~This~~Section is because we have not generated any revenues and no revenues are anticipated until we, if ever, locate a source of valuable minerals, extract them and sell them. Thus, we incurred a net loss from June 17, 2013 107(~~inception~~b) ~~to April 30, 2016~~ of ~~$144,506.~~the ~~To continue, we must raise cash from other sources~~Act.

~~PROPERTY~~Our Company is a start-up, exploration mining company formed to explore mineral properties in Canada which, hopefully, will contain gold.

12We have not earned any revenues to date. We do not anticipate earning revenues until such time as we enter into commercial production of the Knott Lake. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on the Knott Lake, or if such deposits are discovered, that we will enter into further substantial exploration programs. We currently do not have sufficient financial resources to meet the anticipated costs of completing Year 3 exploration program on the Knott Lake as required under the Option Agreement. Accordingly, we will need to obtain additional financing in order to complete our plan of operation and meet our future obligations as they come due.

InAbout ~~order to exercise the Option, the Company will be required to:~~Us

~~(a)~~We ~~incur~~were ~~Exploration~~incorporated ~~Expenditures~~on ofJune ~~$20~~17,~~000~~ on2013 orunder ~~before~~ the ~~first~~laws ~~anniversary date~~ of the ~~Option~~State ~~(Paid);(b) incur additional Exploration Expenditures~~ of ~~$35,000~~Nevada. onOur orprincipal ~~before~~office ~~the~~is ~~second~~located ~~anniversary~~at ~~date~~8 ofDorset ~~the~~Place, ~~Option~~65 ~~(Paid);~~Dorset ~~and(c)~~Road, ~~incur~~Parkwood, ~~additional Exploration Expenditures of $50~~Johannesburg,~~000,~~ ~~and~~South ~~grant a cash payment of $25~~Africa,~~000~~ ~~on or before the third anniversary date to this Option~~2193.

ToOur ~~date~~telephone ~~the~~number ~~Company~~is ~~has~~416-819-3795 ~~incurred~~and ~~the~~our ~~following~~e-mail ~~exploration~~address ~~expenses:~~is bgordonbrooke@gmail.com.

Date	Amount
October 31, 2013	$	20,525
October 31, 2014		37,100
October 31, 2015		13,373
April 30, 2016		6,300
Total exploration expenses	$	77,298

Our financial statements contained in this Form 10-Q have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business. No adjustments have been included in the financial statements; these adjustments would be necessary if we could no longer continue as a going concern.

IfOur ~~and~~auditors ~~when~~have ~~the~~issued ~~Option~~a ~~has~~going ~~been~~concern ~~exercised~~opinion anin ~~undivided~~their ~~fifty-one~~report ~~percent~~dated ~~(51%)~~February ~~right~~5, ~~title~~2016 ~~and~~relating ~~interest~~to inthe ~~and~~October to31, ~~the~~2015 ~~Property~~financial ~~shall~~statements. ~~vest~~In inother ~~the~~words, ~~Company~~there ~~free~~is ~~and~~substantial ~~clear~~doubt ofthat ~~all~~we ~~charges,~~can ~~encumbrances~~continue ~~and~~as ~~claims.~~an Ifon-going business for the ~~Company~~next twelve months unless we obtain additional financing. This is ~~unable~~because towe ~~make~~have ~~the~~not ~~payment~~generated onany orrevenues ~~before~~and ~~the~~no ~~third~~revenues ~~anniversary~~are ~~date~~anticipated until we, if ever, locate a source of ~~the~~valuable ~~Option~~minerals, ~~the~~extract ~~Company~~them ~~will~~and ~~lose~~sell ~~its~~them. ~~rights~~Thus, we incurred a net loss from June 17, 2013 (inception) to ~~the~~July ~~minerals~~31, on2016 ~~the~~of ~~Knott~~$152,424. ~~Lake~~To ~~Property~~continue, we must raise cash from other sources.

Upon the Company being deemed to have earned a fifty-one percent (51%) interest in the Property, the Company and the Optionor shall participate in a joint venture (the "Joint Venture") for the purpose of further exploration and development work on the Property and if warranted, the operation of one or more mines on the Property.PROPERTY

~~The~~On ~~participating~~September ~~interests~~11, of2013, the ~~parties~~Company atentered into an Option Agreement (“Option”) with Gordon Davidson (“Optionor”) whereby the ~~time~~Company was granted an exclusive option to acquire a fifty-one percent (51%) undivided interest in and to the Knott Lake Property (“Property”) consisting of a single patented mining claim (MR6061) in Cario Township located about 1.3 km northeast of the ~~Joint~~community ~~Venture~~of isMatachewan ~~formed~~in ~~shall~~northeast ~~be:~~Ontario, Canada.

The Company			51	%
The Optionor			49	%

Table of Contents

~~Each~~In ~~party~~order ~~shall~~to beexercise ~~responsible for payment of its proportional share (based on its participating interest) of~~ the ~~operating~~Option, ~~and capital costs of~~ the ~~Joint~~Company ~~Venture's~~will ~~operations,~~be ~~including reclamation and remediation obligations and any security~~ required ~~thereof. The Optionor shall retain a 2% Net Smelter Royalty in future production from the Property regardless of its participating interest in the Joint Venture.~~to:

13(a) incur Exploration Expenditures of $20,000 on or before the first anniversary date of the Option (Paid); (b) incur additional Exploration Expenditures of $35,000 on or before the second anniversary date of the Option (Paid); and (c) incur additional Exploration Expenditures of $50,000, and grant a cash payment of $25,000 on or before the third anniversary date to this Option. Refer to Option Agreement amended noted below.

~~The~~To ~~Manager~~date ~~shall be subject to~~ the ~~direction and control of the Management Committee. The~~ Company ~~shall~~has ~~have~~incurred the ~~right~~following ~~to be the Manager of the Joint Venture and to manage and operate the~~ exploration, ~~feasibility study, mine development and mining phases of the project during the term of the Joint Venture.~~expenses:

The Manager shall propose the work programs and budgets following the formation of the Joint Venture in accordance with the instructions of the Management Committee. Each party shall have sixty (60) days from the date of receipt of a program to notify the Manager as to whether it will participate at its interest level or whether it will not participate. The participating interest of a party which elects not to participate shall be proportionately diluted in accordance with the dilution formula set out below. A party which fails to so notify the Manager within the time required shall be deemed to have elected to participate in a work program and be diluted as aforesaid may only be exercised prior to a production decisions. A party which elects not to participate in a program shall not be subject to dilution to the extent that the expenditures under such program exceed one hundred fifteen percent (115%) of the budget for such program.

Date	Amount

October 31, 2013	$	20,525
October 31, 2014		37,100
October 31, 2015		13,373
July 31, 2016		9,450
Total exploration expenses	$	80,448

~~The~~If ~~dilution~~and ~~formula~~when the Option has been exercised an undivided fifty-one percent (51%) right, title and interest in and to the Property shall bevest asin ~~follows:~~the Company free and clear of all charges, encumbrances and claims.

~~percentage~~On ~~participating~~August ~~interest~~8, 2016, the Company negotiated an amendment of ~~party~~the YOption =Agreement ~~(A+B)~~entered xinto ~~100~~on September 11, 2013 with Gordon Davidson whereby the Option Agreement was extended by one year to September 11, 2017 for a consideration of $5,000.

CUpon the Company being deemed to have earned a fifty-one percent (51%) interest in the Property, the Company and the Optionor shall participate in a joint venture (the “Joint Venture”) for the purpose of further exploration and development work on the Property and if warranted, the operation of one or more mines on the Property.

~~Where~~The participating interests of the parties at the time of the Joint Venture is formed shall be:

A = deemed expenditures of party Y

The Company		51%
The Optionor		49%

BEach =party ~~actual~~shall ~~expenditures~~be responsible for payment of ~~party~~its Y proportional share (based on its participating interest) of the operating and capital costs of the Joint Venture’s operations, including reclamation and remediation obligations and any security required thereof. The Optionor shall retain a 2% Net Smelter Royalty in future production from the Property regardless of its participating interest in the Joint Venture.

CUpon =formation ~~total~~of ~~expenditures~~the ~~(deemed~~Joint Venture, a Management Committee, formed by members from each party and ~~actual)~~holding ofvoting rights in accordance with each party’s participating interest, shall be established which shall make all decisions, on a simple majority vote, which are required to be made by the Joint Venture parties with respect to the Joint Venture’s operation. The Management Committee shall have the authority to establish its own rules on how meetings of the Management Committee shall be called and conducted.

~~Deemed~~13 ~~expenditures~~Table ~~are~~of ~~assigned a value based on work done by the Company in order to earn its participating interest. Thus, the deemed expenditures for the parties shall be as follows:~~Contents

If the participating interest of parties are:	Their deemed expenditures upon formation of the Joint Venture shall be:
The Company - 51%	$	105,000
The Optionor - 49%	$	100,882

The Manager shall be subject to the direction and control of the Management Committee. The Company shall have the right to be the Manager of the Joint Venture and to manage and operate the exploration, feasibility study, mine development and mining phases of the project during the term of the Joint Venture.

~~For~~The Manager shall propose the ~~purpose~~work programs and budgets following the formation of ~~calculating~~the BJoint ~~and~~Venture Cin ~~above,~~accordance ~~actual~~with ~~expenditures~~the ~~are~~instructions ~~those~~of ~~expenditures~~the ~~made~~Management byCommittee. aEach party ~~after~~shall ~~formation~~have sixty (60) days from the date of receipt of a program to notify the ~~Joint~~Manager ~~Venture,~~as ~~provided~~to ~~that~~whether ~~such~~it ~~actual~~will ~~expenditures~~participate ~~shall~~at ~~exclude~~its ~~costs~~interest ~~made~~level or ~~incurred~~whether ~~and~~it ~~included~~will not participate. The participating interest of a party which elects not to participate shall be proportionately diluted in ~~Exploration~~accordance ~~Expenditures~~with ~~prior~~the dilution formula set out below. A party which fails to so notify the ~~day~~Manager ~~that~~within the ~~Management~~time ~~Committee~~required ~~gives~~shall ~~notice~~be deemed to ~~the~~have ~~parties~~elected ofto participate in a work program and be diluted as aforesaid may only be exercised prior to a production decision. A party which elects not to participate in a program shall not be subject to dilution to the ~~formation~~extent ofthat the ~~Joint~~expenditures ~~Venture~~under ~~but~~such ~~paid~~program ~~subsequent~~exceed toone ~~formation~~hundred fifteen percent (115%) of the ~~Joint~~budget ~~Venture~~for such program.

14The dilution formula shall be as follows:

The Option shall terminate:

percentage participating interest of party	Y =	(A+B) x 100
		C
Where:

A = deemed expenditures of party Y

B = actual expenditures of party Y

C = total expenditures (deemed and actual) of all parties

~~(a)~~Deemed ~~upon~~expenditures ~~the~~are ~~Company~~assigned ~~failing~~a tovalue ~~incur~~based oron ~~make~~work ~~any~~done ~~expenditures~~by ~~which~~the ~~must~~Company ~~be incurred~~ in ~~exercise~~order ofto ~~the~~earn ~~Option;~~its ~~or(b)~~participating atinterest. ~~any other time~~Thus, by the ~~Company~~deemed ~~giving~~expenditures ~~notice~~for ofthe ~~such~~parties ~~termination~~shall tobe ~~Optionor.~~as follows:

Knott Lake Property

If the participating interest of parties are:	Their deemed expenditures upon formation of the Joint Venture shall be:

The Company - 51%	$	105,000
The Optionor - 49%	$	100,882

~~The~~For ~~Knott~~the ~~Lake~~purpose ~~property consists~~ of acalculating ~~single~~B ~~patented~~and ~~mining~~C ~~claim~~above, ~~(MR6061)~~actual ~~approximately~~expenditures ~~7.61~~are ~~hectors~~those inexpenditures ~~Cairo~~made ~~Township~~by ~~located~~a ~~about~~party ~~1.3~~after kmformation ~~northeast~~ of the ~~community~~Joint ofVenture, ~~Matachewan~~provided inthat ~~northeast~~such ~~Ontario.~~actual ~~This~~expenditures ~~property~~shall isexclude ofcosts ~~interest~~made ~~due~~or toincurred ~~its~~and ~~proximity~~included toin ~~the~~Exploration ~~recently~~Expenditures ~~re-activated~~prior ~~Young Davidson gold mine owned by Aurico Gold. Prior~~ to the ~~work~~day ~~described~~that ~~below,~~the noManagement ~~exploration~~Committee ~~activity~~gives ~~has~~notice ~~been~~to ~~carried out on~~ the ~~Knott~~parties ~~Lake~~of ~~property since~~ the ~~1930's.~~formation ~~The exploration work completed in October 2013 consisted~~ of soil sampling and basal till sampling in addition to geological mapping. The results indicated that soils and basal tills within this property are anomalously enriched in gold when compared to surrounding properties. These geochemical anomalies are spatially associated with the ~~contact~~Joint ~~between~~Venture ~~Temiskaming~~but ~~Group~~paid ~~sediments~~subsequent ~~and Larder Lake Group volcanics which is considered~~ to beformation ~~a favorable setting for gold mineralization. In addition, a review~~ of ~~assessment data from surrounding properties indicates that IP chargeability anomalies traverse~~ the ~~property,~~Joint ~~and they appear to reflect splays off the Cadillac-Larder Lake Break~~Venture.

~~The~~Any ~~exploration~~Exploration ~~work~~Expenditures ~~was~~made ~~carried~~or ~~out~~incurred inby ~~2013 on~~ the ~~Knott~~Company ~~Lake~~in ~~property.~~excess ~~This~~of ~~work was carried out under~~ the ~~terms~~Exploration ofExpenditures anrequired ~~option~~to ~~agreement~~earn ~~between~~its ~~Gordon~~interest ~~Davidson,~~in the ~~holder~~Property ofshall ~~the~~be ~~Knott~~credited ~~Lake,~~to ~~and~~the ~~Rosewood~~Company’s ~~Resources~~contribution ~~Inc,~~to ~~who~~the isfirst ~~earning~~work ~~an interest in this property by funding exploration costs. The field~~ program ~~was~~after ~~carried~~formation ~~out~~of ~~between~~the ~~October~~Joint 1Venture and 4,shall ~~2013~~not byautomatically ~~Cove~~dilute ~~Exploration~~the ~~Services~~participating ~~Ltd~~interest ~~on behalf~~ of ~~Rosewood~~the ~~Resources~~Optionor ~~Inc.~~on formation.

~~Property~~14 ~~Description~~Table ~~and~~of ~~Location~~Contents

The ~~Knott~~Option ~~Lake~~shall property consists of a single patented mining claim (MR6061) in Cairo Township located about 1.3 km northeast of the community of Matachewan, and 50 km southwest of Kirkland Lake in northeast Ontario – refer to map below. Access to the property is via a good quality bush road leading from highway 66, and the property boundary is only 600 meters from the highway. The area within this claim is high and dry with no swamps, and forest cover consists of a mixture of poplar, birch and jack pine. Since this property is a patented claim, there are no assessment requirements. There are only modest annual tax payments payable to the Township of Matachewan for property taxes, and to the Ontario Ministry of Northern Development and Mines for sub-surface rights.terminate:

~~Historical~~(a) ~~Work~~upon the Company failing to incur or make any expenditures which must be incurred in exercise of the Option; or (b) at any other time, by the Company giving notice of such termination to Optionor.

15Knott Lake Property

~~There~~The ~~has~~Knott ~~been~~Lake ~~substantial~~property ~~exploration~~consists of a single patented mining claim (MR6061) approximately 7.61 hectors in Cairo Township located about 1.3 km northeast of the community of Matachewan in northeast Ontario. This property is of interest due to its proximity to the recently re-activated Young Davidson gold mine owned by Aurico Gold. Prior to the work described below, no exploration activity has been carried out ~~over~~on the ~~past~~Knott ~~few~~Lake ~~decades~~property onsince ~~claims~~the 1930’s. The exploration work completed in October 2013 consisted of soil sampling and basal till sampling in addition to geological mapping. The results indicated that soils and basal tills within this property are anomalously enriched in gold when compared to surrounding properties. These geochemical anomalies are spatially associated with the ~~Knott~~contact between Temiskaming Group sediments and Larder Lake ~~property~~Group volcanics which is considered to be a favorable setting for gold mineralization. In addition, ~~and~~a ~~much~~review of ~~this~~assessment data isfrom ~~publically~~surrounding ~~available~~properties asindicates ~~assessment~~that ~~reports~~IP chargeability anomalies traverse the property, and they appear to reflect splays off the Cadillac-Larder Lake Break.

~~Geological~~The ~~Setting~~exploration work was carried out in 2013 on the Knott Lake property. This work was carried out under the terms of an option agreement between Gordon Davidson, the holder of the Knott Lake, and ~~Mineralization~~Rosewood Resources Inc, who is earning an interest in this property by funding exploration costs. The field program was carried out between October 1 and 4, 2013 by Cove Exploration Services Ltd on behalf of Rosewood Resources Inc.

~~Regional~~Property ~~Geology~~Description and Location

The Knott Lake property isconsists ~~situated~~of ina ~~the~~single ~~southwestern~~patented ~~Abitibi~~mining ~~Greenstone~~claim ~~belt~~(MR6061) ofin ~~the~~Cairo ~~Superior~~Township ~~Province.~~located ~~The~~about ~~volcanic~~1.3 ~~strata~~km northeast of the ~~Matachewan~~community ~~area~~of ~~have~~Matachewan, ~~been assigned to the Larder Lake~~ and ~~Kinojevis~~50 ~~Groups.~~km ~~The~~southwest ~~Larder Lake Group~~ of ~~volcanic~~Kirkland ~~rocks~~Lake ~~consists~~in ofnortheast ~~mainly~~Ontario ~~pillowed~~– ~~and~~refer ~~massive~~to ~~basalt~~map ~~flows~~below. ~~with~~Access ~~less~~to ~~common~~the ~~komatiitic~~property ~~flows. Komatiite~~ is via a ~~type~~good ofquality ~~ultramafic~~bush ~~mantle-derived~~road ~~volcanic~~leading ~~rock.~~from Ithighway ~~has low silicon~~66, ~~potassium~~ and ~~aluminium,~~the ~~and~~property ~~high~~boundary tois ~~extremely~~only ~~high~~600 ~~magnesium~~meters ~~content.~~from ~~True~~the ~~komatiites~~highway. ~~are~~The ~~very~~area ~~rare~~within ~~and~~this ~~essentially~~claim ~~restricted~~is tohigh ~~rocks~~and ofdry ~~Archean~~with ~~age~~no ~~(3.8~~swamps, toand ~~2.8~~forest ~~billion~~cover ~~years~~consists ~~ago).~~of ~~The~~a ~~Kinojevis~~mixture ~~Group~~ of ~~volcanic~~poplar, ~~rocks~~birch ~~are~~and ~~pillowed~~jack ~~and~~pine. ~~massive~~Since ~~basalts,~~this ~~mafic~~property tois ~~intermediate~~a ~~tuffs~~patented claim, ~~and~~there ~~cherty~~are ~~tuffaceous~~no ~~units~~assessment requirements. ~~The~~There ~~volcanic rocks~~ are ~~overlain,~~only inmodest ~~places~~annual ~~conformably,~~tax bypayments apayable ~~narrow~~to ~~belt~~the Township of ~~conglomerate,~~Matachewan ~~arkose,~~for ~~greywacke~~property taxes, and ~~quartzite~~to ~~that are characteristic of~~ the ~~Timiskaming~~Ontario ~~GroupA~~Ministry ~~summary geological map~~ of ~~the~~Northern ~~Matachewan~~Development ~~area~~and isMines ~~shown~~for ~~below~~sub-surface rights.

~~The~~Historical Matachewan area borders the northwest margin of the Round Lake Batholith, and is on the south limb of a major synclinorium, the axis of which trends westerly approximately 11 kilometres north of the area. The dominant feature is the Cairo stock, a large (13x8 km) syenite intrusion centred mainly in the eastern half of the area. The Cairo stock and related dikes and plugs of trachytic syenite and syenite porphyry intruded an isoclinally folded and greenschist facies metamorphosed sequence of Archean volcanic and sedimentary rocks. Syenitic intrusives seem to preferentially intrude Timiskaming sediments or the contact between the sediments and the volcanics.Work

ItNo ishistorical exploration has been carried out on the ~~contact~~Knott ~~zones~~Lake ofproperty since the ~~more~~1930’s ~~southerly~~when ~~sedimentary~~this ~~sequence~~claim ~~with~~was ~~the~~optioned ~~underlying~~to ~~volcanics,~~Matachewan inHub ~~association~~Pioneer ~~with~~Mines ~~syenite~~Ltd. ~~intrusions~~At that time, ~~which~~a ~~has~~trench ~~formed~~was excavated, and a shaft and crosscut was constructed adjacent to the ~~focal~~trench ~~point~~within ~~for~~the Knott Lake property claim. According to the ~~known~~engineer’s ~~gold~~report ~~mines~~at the time, a trench on or near to MR6061 intersected carbonated schist carrying numerous stringers of honey-combed quartz. Panning of this rusty material near bedrock invariably gave several colors in the ~~area~~pan. ~~This~~No ~~contact~~assays ~~zone~~from isthis ~~typically~~trench ~~sheared~~are reported. A two-compartment shaft 7’ X 11’ was sunk to a depth of 50 feet and ~~strongly~~timbered. ~~altered~~A crosscut was then driven 45 feet to the south.

~~Diabase~~There ~~dikes~~has ofbeen ~~the~~substantial ~~Matachewan~~exploration ~~swarm~~work ~~intrude~~carried ~~all~~out over the ~~above~~past ~~Archean~~few ~~volcanics~~decades ~~and~~on ~~sediments~~claims surrounding the Knott Lake property, and ~~are~~much ~~post-ore~~of this data is publically available as assessment reports.

In15 ~~the~~Table ~~southwestern and southeastern parts~~ of the Matachewan area, early Proterozoic glaciogenic sedimentary rocks of the Gowganda Formation, unconformably overlie the Archean rocks and the diabase dikes. Regionally, the Proterozoic sedimentary rocks strike north-northeast and dip gently, usually less than 20 degrees. Contents

16Geological Setting and Mineralization

~~Property~~Regional Geology

~~Virtually~~The ~~the~~Knott ~~entire~~Lake ~~claim~~property is ~~underlain~~situated byin ~~Archean~~the ~~metasediments~~southwestern ~~and~~Abitibi ~~metavolcanics;~~Greenstone belt of the ~~contact~~Superior ~~with~~Province. ~~Proterozoic~~The ~~sediments~~volcanic ~~closely~~strata ~~follows~~of the ~~southern~~Matachewan ~~claim~~area ~~line.~~have ~~Basalts~~been ofassigned to the Larder Lake ~~Group~~and ~~have~~Kinojevis ~~been~~Groups. ~~mapped~~The inLarder ~~the~~Lake ~~southwestern~~Group ~~corner~~ of ~~the~~volcanic ~~Knott~~rocks ~~Lake~~consists ~~property;~~of ~~however~~mainly ~~this~~pillowed ~~lithology~~and ismassive ~~believed~~basalt toflows bewith ~~more~~less ~~extensive~~common ~~than~~komatiitic ~~this~~flows. ~~based~~Komatiite onis ~~outcrops~~a ~~examined~~type inof ~~this~~ultramafic ~~field~~mantle-derived ~~program~~volcanic rock. ~~Most~~It ofhas ~~the~~low ~~property~~silicon, ispotassium ~~underlain~~and byaluminium, ~~Timiskaming~~and ~~metasediments,~~high ~~which~~to inextremely ~~the~~high ~~area~~magnesium ofcontent. ~~interest,~~True ~~fine~~komatiites ~~northwards.~~are ~~Conglomerates~~very atrare ~~the~~and ~~base~~essentially ofrestricted ~~the~~to ~~Timiskaming~~rocks ~~grade~~of ~~upwards~~Archean ~~into~~age ~~greywacke,~~(3.8 ~~sandstone~~to ~~and~~2.8 ~~siltstone~~billion years ago). ~~Small~~The ~~bosses~~Kinojevis Group of ~~syenite~~volcanic ~~have~~rocks ~~been~~are ~~mapped~~pillowed ~~immediately~~and massive basalts, mafic to ~~the~~intermediate ~~north~~tuffs, and ~~west~~cherty oftuffaceous ~~the property~~units. InThe ~~the~~volcanic ~~Matachewan~~rocks ~~area~~are overlain, ~~the~~in ~~Cadillac-Larder~~places ~~Lake~~conformably, ~~Break~~by isa ~~masked~~narrow bybelt ~~Gowganda~~of ~~Formation~~conglomerate, ~~which~~arkose, isgreywacke ~~interpreted~~and toquartzite bethat ~~about~~are ~~one~~characteristic kmof ~~south~~the Timiskaming Group.A summary geological map of the ~~property~~Matachewan ~~boundary~~area is shown below.

~~Gold~~The ~~Mineralization~~Matachewan area borders the northwest margin of the Round Lake Batholith, and is on the south limb of a major synclinorium, the axis of which trends westerly approximately 11 kilometres north of the area. The dominant feature is the Cairo stock, a large (13x8 km) syenite intrusion centred mainly in the eastern half of the area. The Cairo stock and related dikes and plugs of trachytic syenite and syenite porphyry intruded an isoclinally folded and greenschist facies metamorphosed sequence of Archean volcanic and sedimentary rocks. Syenitic intrusives seem to preferentially intrude Timiskaming sediments or the contact between the sediments and the volcanics.

~~The~~It ~~gold~~is ~~mines of~~ the ~~Matachewan~~contact ~~camp~~zones ~~are~~of ~~located near~~ the ~~highly~~more ~~deformed~~southerly ~~contact between the Timiskaming Group~~ sedimentary ~~rocks~~sequence ~~and~~with the ~~Larder~~underlying ~~Lake Group volcanic rocks. Significantly~~volcanics, ~~this contact is~~ in ~~close~~association ~~proximity~~with ~~to the westward extension of the Larder Lake-Cadillac Break. Irregular~~ syenite ~~bodies have intruded the supracrustal rocks~~intrusions, ~~parallel~~which tohas ~~the~~formed ~~strata and~~ the ~~structural~~focal ~~fabric,~~point ~~along~~for ~~and near~~ the ~~sediment-volcanic~~known ~~contact.~~gold ~~Syenite~~mines isin ~~much more abundant within~~ the ~~Timiskaming Group than within the volcanic rocks~~area. ~~The~~This ~~main syenite body localized along the Timiskaming – Larder Lake Group~~ contact inzone ~~the camp, which~~ is ~~the~~typically ~~main~~sheared ~~ore~~and ~~host~~strongly altered.

~~Two~~Diabase ~~types~~dikes of ~~epigenetic~~the ~~gold~~Matachewan ~~mineralization~~swarm ~~are~~intrude ~~found~~all in the ~~Matachewan~~above ~~camp:~~Archean volcanics and sediments, and are post-ore.

1)In ~~syenite-hosted~~the ~~ore,~~southwestern ~~which~~and ~~comprised~~southeastern ~~most~~parts of the ~~ore~~Matachewan ~~from~~area, ~~the~~early ~~MCM~~Proterozoic ~~and~~glaciogenic ~~all~~sedimentary rocks of the ~~ore~~Gowganda ~~extracted~~Formation, ~~from~~unconformably overlie the ~~YDM~~Archean asrocks ~~well~~and asthe ~~85%~~diabase ofdikes. ~~camp production~~Regionally, ~~and,2)~~the ~~green~~Proterozoic ~~carbonate~~sedimentary ~~(volcanic~~rocks ~~hosted)~~strike ~~ore,~~north-northeast ~~while~~and ~~subordinate~~dip ~~in tonnage~~gently, ~~was~~usually ~~higher~~less ~~grade~~than 20 degrees.

~~All~~A number of major faults traverse the ~~ore~~Matachewan ~~bodies~~area, ~~plunge~~notably ~~steeply~~the tonortheast-trending Cadillac-Larder Lake Break (CLLB) and the ~~southwest,~~northwest-trending ~~parallel~~Montreal toFault. Numerous other northerly trending faults (including the ~~mineral/extension/intersection~~Knott ~~lineation~~Lake ~~developed~~Fault ~~within~~that lies beneath Knott Lake) are known in the ~~deformed~~Matachewan ~~volcanic~~area, many of which are filled by diabase dikes. The CLLB and ~~sedimentary~~related ~~rocks~~faults i.e. Galer Lake Fault, Kincaid Fault, Holmes Lake Fault, as shown below, are composite structures. The CLLB has apparently had a long history of re-activation as Gowganda Formation sediments frequently show steep dips where they overlie this fault.

~~Green~~16 ~~carbonate~~Table ~~ore~~of bodies were irregular and had limited vertical extents although low grade mineralization extends down-plunge from the ore bodies. Gold was directly associated with east- to northeast-trending, shallow, north-dipping (5° -20°) extension fractures within carbonatized, pyritized and commonly brecciated volcanic rocks. The altered ultramafic volcanic units (fuchsitic schists or green carbonate zones) on the MCM are generally weakly anomalous in gold.Contents

~~Gold~~Property ~~within the main syenite body is directly associated with the following features:~~Geology

1)Virtually athe ~~characteristic~~entire ~~brick-red,~~claim ~~hematitic~~is ~~"phase"~~underlain by Archean metasediments and metavolcanics; the contact with Proterozoic sediments closely follows the southern claim line. Basalts of the ~~syenite~~Larder Lake Group have been mapped in the southwestern corner of the Knott Lake property;2) ~~zones~~however this lithology is believed to be more extensive than this based on outcrops examined in this field program. Most of ~~intense~~the ~~quartz-carbonate~~property ~~veining~~is underlain by Timiskaming metasediments, which in the area of interest, fine northwards. Conglomerates at the base of the Timiskaming grade upwards into greywacke, sandstone and ~~fracturing~~siltstone. Small bosses of syenite have been mapped immediately to the north and west of the property. In the Matachewan area, ~~with~~the 2Cadillac-5%Larder ~~disseminated~~Lake ~~pyrite;3)~~Break ~~zones~~is ofmasked ~~"necking"~~by ~~within~~Gowganda Formation, which is interpreted to be about one km south of the ~~syenite~~property boundary.

17Gold Mineralization

~~This~~The ~~association of~~ gold ~~with~~mines ~~zones~~of ~~in which~~ the ~~syenite~~Matachewan ~~has~~camp ~~been~~are ~~thinned~~located isnear ~~illustrated~~the inhighly ~~plan,~~deformed ~~long~~contact ~~section~~between ~~and~~the ~~cross-section.~~Timiskaming ~~Reverse~~Group ~~motion~~sedimentary ~~along~~rocks and the ~~Cadillac-~~Larder Lake ~~Break~~Group ~~resulted~~volcanic inrocks. ~~fracturing~~Significantly, ofthis ~~the~~contact ~~more~~is ~~competent~~in ~~syenite~~close ~~body,~~proximity ~~especially~~to ~~along~~the ~~its~~westward ~~margins. Flat~~ extension ~~veins~~of ~~opened~~the ~~due~~Larder toLake-Cadillac ~~the~~Break. ~~same~~Irregular ~~vertical~~syenite ~~extension~~bodies ~~which~~have ~~caused~~intruded the ~~formation~~supracrustal ofrocks, ~~"necks"~~parallel ~~within~~to the ~~syenite~~strata ~~body~~and asthe itstructural ~~was~~fabric, ~~being~~along ~~boudinaged~~and ~~vertically~~near onthe asediment-volcanic ~~large scale~~contact. ~~Extensive~~Syenite ~~fracturing~~is ~~occurred~~much inmore ~~the~~abundant ~~"necks"~~within as the ~~syenite~~Timiskaming ~~was~~Group ~~being~~than ~~extended~~within atthe ~~these~~volcanic ~~sites~~rocks. ~~Auriferous~~The ~~hydrothermal~~main ~~fluids~~syenite ~~flowing~~body localized along the ~~LLCB~~Timiskaming ~~precipitated~~– ~~gold~~Larder ~~along~~Lake ~~with~~Group ~~pyrite,~~contact ~~hematite,~~in ~~chalcopyrite and~~ the ~~other~~camp, ~~associated~~which ~~minerals~~is ~~within~~ the ~~fractures~~main ~~produced~~ore ~~during tectonism~~host.

~~Exploration~~Two types of epigenetic gold mineralization are found in the Matachewan camp:

Geological Mapping

	1)	syenite-hosted ore, which comprised most of the ore from the MCM and all of the ore extracted from the YDM as well as 85% of camp production, and,

	2)	green carbonate (volcanic hosted) ore, while subordinate in tonnage, was higher grade.

~~Approximately~~All ~~half~~of athe ~~day~~ore ~~was~~bodies ~~spent~~plunge ~~locating~~steeply ~~and identifying outcrops and old trenches within and adjacent~~ to ~~MR6061. It is believed that~~ the ~~trench~~southwest, ~~referred~~parallel to in the ~~1930's~~mineral/extension/intersection ~~reports~~lineation ~~has~~developed ~~been~~within ~~located, although it is now masked by overburden and completely overgrown. It is approximately 180m long, 1-2m deep and about 2m wide. No direct evidence of~~ the ~~original~~deformed ~~shaft~~volcanic ~~was found, although widened sections in the old trench could have accommodated such a shaft. No outcrop was observed in this trench, although time spent stripping vegetation~~ and ~~thin~~sedimentary ~~overburden would likely expose bedrock~~rocks.

~~Outcrop~~Green ~~exposure~~carbonate isore ~~moderate~~bodies towere ~~good~~irregular ~~along the shoreline of Knott Lake,~~ and ~~sporadic~~had ~~outcrops~~limited ~~are~~vertical ~~exposed~~extents ~~for~~although ~~about~~low ~~200~~grade ~~meters~~mineralization onextends adown-plunge ~~trend of 045o~~ from the ~~shore~~ore ~~of the lake~~bodies. ~~Most~~Gold ofwas ~~the~~directly ~~outcrops~~associated ~~near~~with ~~the~~east- ~~lakeshore~~to ~~are~~northeast-trending, ~~massive fine grained basalts. However~~shallow, ~~most~~north-dipping of(5° ~~the~~-20 ~~outcrops~~°) ~~observed~~extension onfractures ~~the~~within ~~property~~carbonatized, ~~away~~pyritized ~~from~~and ~~Knott~~commonly ~~Lake~~brecciated ~~were~~volcanic ~~composed of clastic metasediments of the Timiskaming Group~~rocks. ~~These~~The ~~sediments~~altered ~~are~~ultramafic ~~generally~~volcanic ~~fine~~units to(fuchsitic ~~medium~~schists ~~grained~~or ~~sandstones~~green ~~and greywackes that frequently show strong carbonitization. Quartz~~ carbonate ~~veins~~zones) aton ~~least~~the ~~0.6m~~MCM ~~wide~~are ~~were~~generally ~~noted~~weakly ~~associated~~anomalous ~~with strong shearing and disseminated pyrite~~ in ~~some outcrops, and a grab samples from veined outcrops yielded a maximum of 4 ppb Au~~gold. ~~Shearing and veining appeared to be oriented at about 050o with a steep dip.~~

~~Somewhat~~Gold ~~surprisingly,~~within the ~~contact~~main ~~between~~syenite ~~the~~body ~~volcanics and the sediments appears to have a NW to NNW orientation, which~~ is ~~perpendicular~~directly toassociated ~~measured~~with ~~foliation measurements of about 245o. It is also interesting to note that this contact appears to closely follow~~ the ~~trace~~following ~~of the old trench.~~features:

~~Geochemical~~1) ~~Sampling~~a characteristic brick-red, hematitic “phase” of the syenite; 2) zones of intense quartz-carbonate veining and fracturing, with 2-5% disseminated pyrite; 3) zones of “necking" within the syenite.

~~The~~17 ~~prime~~Table ~~method for assessing the potential for hosting a gold deposit on the Knott Lake property in this field program was till sampling. The usefulness~~ of counting gold grains in basal till as an effective tool in gold exploration and the use of this method has resulted in discoveries of several significant blind gold deposits in the Abitibi Belt. Samples each consisting of a minimum of 12 kg of basal till are examined under a binocular microscope, and individual gold grains are identified and described. Gold grains that are either pristine or modified are considered to have a proximal source (i.e. less than 1 km). Contents

18This association of gold with zones in which the syenite has been thinned is illustrated in plan, long section and cross-section. Reverse motion along the Cadillac-Larder Lake Break resulted in fracturing of the more competent syenite body, especially along its margins. Flat extension veins opened due to the same vertical extension which caused the formation of “necks” within the syenite body as it was being boudinaged vertically on a large scale. Extensive fracturing occurred in the "necks” as the syenite was being extended at these sites. Auriferous hydrothermal fluids flowing along the LLCB precipitated gold along with pyrite, hematite, chalcopyrite and the other associated minerals within the fractures produced during tectonism.

In addition, conventional soil samples from the C horizon were collected from each of these same sample sites at a depth of approximately 50 cm. These samples were submitted to Acme Analytical for gold analyses with ICP-MS with an Aqua Regia leach as well as multi-element ICP analyses.Exploration

~~The~~Geological results show the gold, copper and arsenic contents of the samples, and the gold results are plotted on the map below. Copper is commonly associated with gold mineralization at the Young Davidson, and arsenic is frequently a pathfinder for Archean lode gold deposits. Mapping

~~Interpretation~~Approximately half a day was spent locating and ~~Conclusions~~identifying outcrops and old trenches within and adjacent to MR6061. It is believed that the trench referred to in the 1930’s reports has been located, although it is now masked by overburden and completely overgrown. It is approximately 180m long, 1-2m deep and about 2m wide. No direct evidence of the original shaft was found, although widened sections in the old trench could have accommodated such a shaft. No outcrop was observed in this trench, although time spent stripping vegetation and thin overburden would likely expose bedrock.

~~Five~~Outcrop ofexposure ~~the~~is ~~eight~~moderate ~~till~~to ~~samples~~good ~~collected~~along inthe ~~2013~~shoreline ~~have been interpreted as containing anomalous concentrations~~ of ~~gold~~Knott ~~grains~~Lake, ~~with pristine~~ and ~~modified~~sporadic ~~shaped~~outcrops ~~gold~~are ~~grains~~exposed ~~indicating~~for aabout ~~proximal~~200 ~~(+/-~~meters 1on ~~km)~~a ~~source.~~trend ~~Till~~of ~~samples~~045o ~~KL-01~~from ~~and~~the 02shore ~~closely~~of ~~correlate with~~ the ~~area defined by Pamour's gold in soil anomaly~~lake. ~~This~~Most ~~northern portion~~ of the ~~Knott~~outcrops ~~Lake~~near ~~property~~the islakeshore ~~also~~are ~~closest~~massive tofine ~~known~~grained ~~intrusions of syenite~~basalts. ~~Sample~~However, ~~KL-07~~most isof ~~very~~the ~~close~~outcrops toobserved on the ~~historical~~property ~~trench~~away infrom ~~the~~Knott ~~southwestern~~Lake ~~corner~~were composed of ~~the~~clastic ~~property~~metasediments asof ~~well as~~ the ~~prospective~~Timiskaming ~~sediment-volcanic contact~~Group. ItThese issediments ~~interesting~~are togenerally ~~note~~fine ~~that~~to ~~sample~~medium ~~sites~~grained ~~KL-05~~sandstones and ~~KL-07~~greywackes ~~are~~that ~~both~~frequently ~~anomalous~~show instrong ~~gold~~carbonitization. inQuartz ~~soil~~carbonate asveins ~~well~~at asleast ~~gold~~0.6m ~~grains,~~wide ~~the~~were ~~best~~noted ~~soil~~associated ~~anomaly~~with atstrong ~~KL-03~~shearing ~~has~~and adisseminated ~~very~~pyrite ~~low~~in ~~gold~~some ~~grain content~~outcrops, and ~~the~~a ~~best~~grab ~~gold~~samples ~~grain~~from ~~anomaly~~veined atoutcrops ~~KL-01~~yielded ~~has~~a ~~very~~maximum ~~low~~of ~~gold~~4 inppb ~~soil content~~Au. ~~However,~~Shearing ~~the~~and ~~western~~veining ~~tier~~appeared ofto ~~sample~~be ~~sites~~oriented inat ~~general~~about ~~seems~~050o towith ~~have~~ a ~~more~~steep ~~favourable geochemical response~~dip.

~~Interpretation~~Somewhat ofsurprisingly, IPthe ~~chargeability~~contact ~~anomalies~~between ~~defined~~the ~~from~~volcanics ~~historical~~and ~~surveys carried out within~~ the ~~Temiskaming~~ sediments ~~indicate~~appears ~~that~~to ~~many~~have ofa ~~these~~NW ~~anomalies~~to ~~were~~NNW ~~caused by pyritic wackes~~orientation, ~~and~~which ~~that~~is ~~the~~perpendicular ~~sulphide~~to ~~enrichment~~measured ~~was~~foliation ~~unrelated~~measurements toof ~~gold~~about ~~mineralization~~245o. It ~~will~~is bealso ~~important~~interesting to ~~link~~note ~~anomalous~~that ~~chargeability~~this ~~highs~~contact appears to ~~geological~~closely ~~features~~follow ~~such~~the astrace ~~fault~~of ~~zones~~the ~~and/or~~old ~~syenitic intrusions prior to drill testing~~trench.

~~Results~~Geochemical from both the gold grains in till and gold in soils indicate that the western portion of the property should be considered as an area of interest that warrants further work. In order to define drill targets, a few lines of IP should be run to confirm the presence of zones that may reflect sulphidized structures. In addition, it would be worthwhile spending time to clean out and sample the historical trench in the southwest corner of the property. A cost-effective tool to follow up areas of interest would be backhoe trenching given the proximity to a quality access road as well as the thin overburden.Sampling

ItThe ~~would~~prime bemethod ~~advantageous~~for toassessing ~~expand~~the potential for hosting a gold deposit on the ~~current~~Knott Lake property ~~land~~in ~~holdings~~this tofield program was till sampling. The usefulness of counting gold grains in basal till as an effective tool in gold exploration and the ~~north~~use of this method has resulted in discoveries of several significant blind gold deposits in the Abitibi Belt. Samples each consisting of a minimum of 12 kg of basal till are examined under a binocular microscope, and ~~west~~individual ~~either~~gold ~~through~~grains ~~staking~~are identified and described. Gold grains that are either pristine or bymodified ~~optioning~~are ifconsidered ~~the~~to ~~opportunity~~have ~~arises~~a proximal source (i.e. less than 1 km).

~~Exploration~~A ~~Work~~total ~~undertaken~~of 8 sample sites covered the entire Knott Lake property on a 100m X 100m spacing as shown in the map below. Positioning was achieved with hand-held GPS giving a station accuracy of +/- 3m. Pits were dug to depths of 0.75 to 1.1m in order to determine the suitability of the glacial drift as a sampling medium. The till in this property is a medium brown in color, and has a sandy texture with moderate silt content, and no clay. It is believed that the overburden here is comprised of basal till although the sandy texture and lack of clay indicates that this till may have been slightly reworked. In ~~September~~addition, ~~2014~~in two of these sample sites, bedrock was encountered at the bottom of these pits. Basal till samples were collected from these pits, and samples ranged from 13 to 18 kg each. These samples were screened in order to remove clasts greater than 1 cm in diameter; these clasts were retained. These till samples were submitted to Overburden Drilling Management (ODM) in Ottawa for gold grain counting and description. The important results are summarized in the chart below. These results indicate that gold grain contents in several of the samples are anomalously enriched when compared to WMC’s historical results on nearby claims.

1918 Table of Contents

~~Since~~In ~~gold~~addition, ~~minealization~~conventional insoil ~~the~~samples ~~Matachewan~~from ~~area~~the isC ~~typically~~horizon ~~related~~were tocollected ~~disseminated~~from ~~sulphides~~each ~~(principally~~of ~~pyrite),~~these itsame ~~was~~sample ~~decided~~sites ~~that~~at ana ~~Induced~~depth ~~Polarization~~of ~~(IP)~~approximately ~~survey~~50 ~~would be warrented~~cm. ~~Canadian~~These ~~Exploration~~samples ~~Services~~were ~~Ltd~~submitted ~~(CXS) based in Larder Lake was contracted~~ to ~~carry~~Acme ~~out~~Analytical ~~this~~for ~~survey~~gold ~~employing~~analyses awith ~~dipole~~ICP-MS –with ~~dipole~~an ~~array.~~Aqua ~~Two~~Regia ofleach ~~the~~as ~~grid~~well ~~lines~~as ~~(0+24E and 1+25E) established for the magnetometer survey were machete~~multi-~~cut~~element toICP ~~guide this survey (see map set out below)~~analyses.

The results show the gold, copper and arsenic contents of ~~this~~the ~~survey~~samples, and the gold results are ~~discussed~~plotted ason ~~follows:~~the map below. Copper is commonly associated with gold mineralization at the Young Davidson, and arsenic is frequently a pathfinder for Archean lode gold deposits.

~~Some~~Interpretation ~~culture was noted on this survey grid. In the vicinity of 0 through 5ON on line 25E, a large trench~~ and ~~a shaft can be found on the survey line.~~Conclusions

~~The~~Five ~~lines~~of ~~were~~the ~~not~~eight ~~perfectly~~till ~~straight;~~samples ~~however,~~collected ~~they~~in ~~were~~2013 ~~adequate~~have ~~for~~been aninterpreted IPas ~~survey.~~containing ~~Some~~anomalous concentrations of ~~these~~gold ~~slight~~grains, ~~variations~~with ~~will~~pristine ~~affect~~and ~~the~~modified ~~data;~~shaped ~~however,~~gold ~~this~~grains ~~should~~indicating bea ~~negligible~~proximal (+/- 1 km) source. ~~Both~~Till ~~lines~~samples ~~were~~KL-01 ~~extended~~and by02 ~~bush~~closely ~~crashing~~correlate ~~read~~with ~~wires~~the anarea ~~additional~~defined ~~50m~~by toPamour’s ~~the~~gold ~~south~~in soil anomaly. This ~~allowed~~northern ~~for~~portion ~~better~~of ~~coverage~~the Knott Lake property is also closest to known intrusions of ~~any~~syenite. ~~anomalies~~Sample ~~occurring~~KL-07 onis very close to the ~~southern~~historical ~~edge~~trench in the southwestern corner of the property as well as the prospective sediment-volcanic contact. It is interesting to note that sample sites KL-05 and KL-07 are both anomalous in gold in soil as well as gold grains, the best soil anomaly at KL-03 has a very low gold grain content, and the best gold grain anomaly at KL-01 has very low gold in soil content. However, the western tier of sample sites in general seems to have a more favourable geochemical response.

~~The~~Interpretation ~~northern part~~ of ~~the~~IP ~~survey~~chargeability ~~area~~anomalies ~~exhibited~~defined afrom ~~sand~~historical ~~covered~~surveys ~~overburden.~~carried ~~The~~out ~~survey~~within ~~commenced on~~ the ~~northern~~Temiskaming ~~part~~sediments ofindicate ~~line~~that ~~125E~~many ~~which~~of ~~proved~~these toanomalies bewere acaused ~~difficult~~by ~~region~~pyritic ~~for~~wackes, ~~injecting~~and ~~current.~~that ~~This~~the ~~scenario~~sulphide enrichment was ~~also~~unrelated ~~experienced for two~~ to ~~three~~gold ~~transmit dipoles along the midpoint of line 25E~~mineralization. It ~~was~~will ~~found~~be ~~that~~important ~~three~~to ~~rods~~link ~~were~~anomalous ~~needed~~chargeability athighs ~~each of the two current locations~~ to ~~inject~~geological ~~enough~~features ~~current~~such toas ~~bring~~fault ~~the~~zones ~~signal beyond N six outside thenoise threshold. Beyond N six was within the noise threshold with current channeling occurring. This phenomenon was most likely caused by a graphitic horizon~~ and/or ~~similar~~syenitic ~~conductive~~intrusions ~~horizon~~prior ~~below~~to ~~the~~drill ~~resistive over-burden~~testing.

~~Anomaly~~Results from both the gold grains in till and gold in soils indicate that the western portion of the property should be considered as an area of interest that warrants further work. In order to define drill targets, a few lines of IP should be run to confirm the presence of zones that may reflect sulphidized structures. In addition, it would be worthwhile spending time to clean out and sample the historical trench in the southwest corner of the property. A cost-effective tool to follow up areas of interest would be backhoe trenching given the proximity to a quality access road as well as the thin overburden.

~~Anomaly~~It Awould isbe aadvantageous ~~chargeabilty~~to ~~anomaly~~expand ~~near~~ the ~~historical~~current ~~trenches~~property ~~and~~land ~~shaft~~holdings ~~area. This anomaly appears~~ to bethe ~~vertical~~north and ~~strengthens~~west aseither ifthrough ~~progresses~~staking ~~westward.~~or ~~Anomaly~~by Aoptioning ~~most~~if ~~likely represents~~ the ~~targeting~~opportunity ~~for the historical trenches and shafts~~arises. ~~Associated with the southern flank of the chargeability anomaly is a region of low resistivity.~~

~~Anomaly~~Exploration BWork undertaken In September 2014

~~Anomaly~~Exploration Bwork ~~appears~~in as2014 awas ~~moderate~~focused ~~chareability~~on ~~anomaly~~defining drill targets in the property. ~~This~~A ~~anomaly~~grid ~~can~~was beestablished, ~~seen~~and ~~crossing~~a ~~both~~magnetometer survey ~~lines~~followed by an IP surrey was subsequently completed. The magnetometer survey was successful in delineating magnetic highs and ~~parallels~~lows, ~~anomaly~~some Aof which are spatially related to IP chargeability anomalies. AFour ~~strong~~major ~~low~~IP ~~resistivity~~chargeability ~~anomaly~~anomalies ~~can~~were defined that are interpreted to be ~~seen~~related ~~flanking~~to splays off the ~~northern~~Cadillac-Larder ~~end~~Lake Break. Two of ~~the~~these ~~anomaly~~anomalies Bare onclosely ~~line~~correlated ~~125E~~to ~~and~~anomalous ~~the~~gold ~~southern~~grains ~~flank~~in oftill ~~anomaly~~anomalies, Band onrepresent ~~line~~drill ~~25E~~targets. ~~This~~Backhoe ~~intense~~trenching ~~resistivity~~may ~~low~~also ~~may~~be ~~indicate~~considered ~~the~~to ~~probable~~test ~~graphitic~~these ~~horizon~~anomalies, ~~that~~but ~~plagued~~drilling ~~our~~is ~~ability~~recommended in order to ~~transmit,~~more thoroughly test these targets.

~~Anomaly~~19 CTable of Contents

20Since gold minealization in the Matachewan area is typically related to disseminated sulphides (principally pyrite), it was decided that an Induced Polarization (IP) survey would be warrented. Canadian Exploration Services Ltd (CXS) based in Larder Lake was contracted to carry out this survey employing a dipole – dipole array. Two of the grid lines (0+24E and 1+25E) established for the magnetometer survey were machete-cut to guide this survey (see map set out below).

~~Anomaly~~The Dresults of this survey are discussed as follows:

~~Anomaly~~Some Dculture ~~appears~~was asnoted aon ~~strong~~this ~~chargeability~~survey ~~anomaly~~grid. ~~with~~In the vicinity of 0 through 5ON on line 25E, a ~~correlating~~large ~~low~~trench ~~resistivity~~and ~~anomaly~~a shaft can be found on the survey line.

~~This~~The ~~anomaly~~lines ~~over~~were ~~line~~not ~~125E~~perfectly ~~appears~~straight; tohowever, bethey ~~broad~~were ~~with~~adequate ~~the~~for ~~anomaly~~an ~~constricting,~~IP ~~but~~survey. ~~still~~Some ~~strong~~of ~~over~~these ~~line~~slight ~~25E.~~variations ~~Anomaly~~will Daffect ~~does not follow~~ the ~~same~~data; ~~trend as anomalies A~~however, ~~B and C. This signature of~~ this ~~anomaly~~should ~~resembles that which would~~ be ~~expected~~negligible. ~~over~~Both anlines ~~area~~were ofextended ~~mineralization.~~by Itbush iscrashing ~~recommend~~read ~~that~~wires ~~further~~an ~~work~~additional 50m to ~~isolate~~ the ~~source and potential of anomaly D~~south. This ~~based~~allowed onfor ~~the~~better ~~orientation~~coverage of ~~the~~any ~~anomaly~~anomalies ~~(more~~occurring ~~E-W~~on ~~than~~ the ~~predominantly~~southern NEedge ~~trend~~ of the ~~other IP anomalies), and the broader nature of the anomaly, possibly indicating a disseminated sulphide source~~property. It is notable that CXS has carried out extensive IP surveying along the LLCB (principally in the Larder Lake – Kirkland Lake corridor), and are familiar with the nature of chargeability anomalies that may be more likely to be related to gold mineralization.

~~Interpretation~~The ~~and~~northern ~~Conclusions~~part of the survey area exhibited a sand covered overburden. The survey commenced on the northern part of line 125E which proved to be a difficult region for injecting current. This scenario was also experienced for two to three transmit dipoles along the midpoint of line 25E. It was found that three rods were needed at each of the two current locations to inject enough current to bring the signalbeyond N six outside thenoise threshold. Beyond N six was within the noise threshold with current channeling occurring. This phenomenon was most likely caused by a graphitic horizon or similar conductive horizon below the resistive over-burden.

~~Compiled~~Anomaly results from the surveys carried out in 2014 combined with significant geochemical anomalies detected in 2013 are shown on a compilation map as noted below. It is interpreted that the IP chargeability anomalies are related to splays off the LLCB due to the fact that structural fabrics observed in outcrop with northeasterly trends appear to be associated with shearing and quartz vein development. The major magnetic low in the southern portion of the property flanks the southern margin of chargeability anomaly A~~, and is thus interpreted to represent a major structural feature.~~

~~The~~Anomaly ~~orientation~~A ~~of Trench G~~ is ofa ~~interest~~chargeabilty ~~since~~anomaly itnear ~~is almost perpendicular to~~ the ~~trend~~historical oftrenches ~~the~~and ~~interpreted~~shaft ~~chargeability anomalies~~area. ~~The~~This ~~old~~anomaly ~~timers~~appears ~~that~~to ~~excavated~~be ~~that~~vertical ~~trench~~and ~~were~~strengthens ~~likely~~as ~~following~~if aprogresses ~~significant~~westward. ~~quartz~~Anomaly ~~vein,~~A ~~although~~most ~~this~~likely isrepresents ~~not~~the ~~clear~~targeting ~~from~~for the ~~reports~~historical attrenches ~~the~~and ~~time~~shafts. IfAssociated ~~so,~~with ~~then~~the ~~this~~southern ~~northwesterly~~flank ~~orientation~~ of athe ~~major~~chargeability ~~quartz~~anomaly ~~vein~~is ~~may reflect~~ a ~~tension~~region ~~gash developed as a result~~ of ~~shearing~~low ~~that may have developed in a sulphidized shear zone as evidenced by chargeability anomaly A~~resistivity.

~~Results~~Anomaly from the geophysical work carried out in the 2014 field season together with geochemical anomalies detected in 2013 have contributed to a much clearer focus on potential drill targets on the Knott Lake property. There are two clear zones of interest on the property:B

ØAnomaly ~~Target~~B 1appears as a moderate chareability anomaly. This anomaly can be seen crossing both survey lines and parallels anomaly A. A strong low resistivity anomaly can be seen flanking the northern end of the anomaly B on line 125E and the southern flank of anomaly B on line 25E. This intense resistivity low may indicate the probable graphitic horizon that plagued our ability to transmit,

oAnomaly Historical trenches and shaft in this area o At and near contact of Timiskaming Group metasediments and metavolcanics; also immediately north of faulted contact with Cobalt Group sediments o Major magnetic low is coincident with chargeability anomaly o Highly anomalous pristine gold grain anomaly in basal till o 1937 drill hole intersected significant quartz veining with related sulphidesC

21Anomaly C appears as a moderate chargeability anomaly. This anomaly can be seen crossing both survey lines and parallels anomaly A and B.

Ø20 ~~Target~~Table 2of Contents

oAnomaly ~~E-W trending chargeability anomalyo Highly anomalous pristine gold grain anomaly in basal tillo In close proximity to mapped syenitic intrusiveso IP anomaly rated highly by CXS~~D

~~The~~Anomaly ~~Company's~~D ~~Main~~appears ~~Product~~as a strong chargeability anomaly with a correlating low resistivity anomaly.

AtThis ~~present~~anomaly weover doline ~~not~~125E ~~have~~appears ato ~~main~~be ~~product~~broad ~~since~~with wethe ~~have~~anomaly constricting, but still strong over line 25E. Anomaly D does not ~~defined~~follow the same trend as anomalies A, B and C. This signature of this anomaly resembles that which would be expected over an ~~ore~~area ~~reserve~~of mineralization. It is recommended that further work to isolate the source and potential of anomaly D. This based on the ~~Knott~~orientation ~~Lake~~of the anomaly (more E-W than the predominantly NE trend of the other IP anomalies), and ~~hence~~the ~~are~~broader ~~unable~~nature toof ~~sell~~the ~~any~~anomaly, ~~minerals~~possibly indicating a disseminated sulphide source. WeIt is notable that CXS has carried out extensive IP surveying along the LLCB (principally in the Larder Lake – Kirkland Lake corridor), and are ~~exploring~~familiar ~~for~~with ~~gold~~the ~~which~~nature ifof ~~found~~chargeability ~~will~~anomalies that may be ~~our~~more ~~main~~likely ~~product~~to be related to gold mineralization.

~~Plant~~Interpretation and ~~Equipment~~Conclusions

~~With~~Compiled ~~the~~results ~~Province~~from ofthe ~~Ontario~~surveys ~~being~~carried aout ~~hub for mining activities~~ in ~~Canada,~~2014 ~~ultra~~combined ~~modern~~with ~~equipment~~significant isgeochemical ~~used~~anomalies bydetected ~~the~~in ~~various~~2013 ~~mining~~are ~~companies.~~shown ~~The~~on ~~high~~a ~~safety~~compilation ~~standards~~map ~~enforce~~as ~~the~~noted ~~level~~below. ofIt ~~good~~is ~~equipment~~interpreted ~~being available with the most modern and up to date mining equipment being at our disposal.~~

~~There~~that isthe noIP ~~plant~~chargeability oranomalies ~~equipment~~are onrelated to splays off the ~~Knott~~LLCB ~~Lake~~due atto the ~~present~~fact ~~time~~that structural fabrics observed in outcrop with northeasterly trends appear to be associated with shearing and itquartz isvein ~~expect~~development. ~~that~~The ~~during~~major ~~exploration~~magnetic ~~programs~~low in the southern portion of the ~~next~~property ~~two~~flanks ~~year~~the southern margin of chargeability anomaly A, ~~there~~and ~~will~~is bethus nointerpreted ~~need~~to ~~for~~represent ~~either~~a ~~plant~~major orstructural ~~equipment~~feature.

~~Additional~~The ~~Mineral~~orientation ~~Claims~~of Trench G is of interest since it is almost perpendicular to the trend of the interpreted chargeability anomalies. The old timers that excavated that trench were likely following a significant quartz vein, although this is not clear from the reports at the time. If so, then this northwesterly orientation of a major quartz vein may reflect a tension gash developed as a result of shearing that may have developed in a sulphidized shear zone as evidenced by chargeability anomaly A.

~~Our~~Results ~~Company~~from ~~has~~the ~~only~~geophysical ~~one~~work ~~mineral~~carried ~~claim,~~out ~~being~~in the ~~Knott~~2014 ~~Lake~~field asseason ~~more~~together ~~fully~~with ~~described~~geochemical ~~above.~~anomalies Itdetected ~~has~~in no2013 ~~intention~~have atcontributed ~~the~~to ~~present~~a ~~time~~much toclearer ~~acquire~~focus anon ~~additional~~potential ~~mineral~~drill ~~claim.~~targets ~~The~~on ~~Company~~the ~~wishes~~Knott toLake ~~focus~~property. ~~its~~There ~~attention~~are ontwo ~~the~~clear ~~exploration~~zones ~~program~~of interest on the ~~Knott Lake.~~property:

~~Employees~~· Target

As· ofHistorical ~~June~~trenches 1,and ~~2016,~~shaft ~~Rosewood~~in ~~did~~this ~~not~~area ~~have~~· ~~any~~At ~~employees either part time or full time other than its directors~~ and ~~officers.~~near ~~Rosewood~~contact ~~has entered into a Consulting Contract with Douglas Turnbull, Professional Geologist,~~ of ~~Lakehead~~Timiskaming ~~Geological~~Group ~~Services~~metasediments ~~Inc to assist the Board of Directors in analyzing the results from Knott Lake~~ and ~~determine~~metavolcanics; ~~future~~also ~~exploration~~immediately ~~activities.~~north ~~In exploring the Knott Lake it will use the services~~ of ~~Cove~~faulted ~~Exploration~~contact ~~Services~~with ~~Ltd.~~Cobalt aGroup ~~qualified~~sediments ~~geological~~· ~~firm,~~Major ~~who~~magnetic ~~will~~low ~~only~~is becoincident ~~retained~~with ~~during~~chargeability ~~the~~anomaly ~~exploration~~· ~~program.~~Highly ~~Once~~anomalous ~~the~~pristine ~~program~~gold isgrain ~~over~~anomaly ~~the~~in ~~Company~~basal ~~will~~till ~~evaluate~~· ~~the~~1937 ~~need~~drill tohole ~~hire~~intersected ~~additional~~significant ~~employees~~quartz ifveining itwith isrelated ~~warranted.~~sulphides

22· Target

~~The~~· ~~Company~~E-W istrending ~~not~~chargeability aanomaly ~~party~~· toHighly ~~any~~anomalous ~~employment~~pristine ~~contracts~~gold orgrain ~~collective~~anomaly ~~bargaining agreements other than the Consulting Contract with Douglas Turnbull dated September 1, 2014. The Province of Ontario has a relatively large pool of people experienced~~ in ~~exploration~~basal oftill ~~mineral~~· ~~properties; being mainly geologist and mining consultants.~~ In ~~addition,~~close ~~there~~proximity isto nomapped ~~lack~~syenitic ~~of worker and consultants initially on a part time basis.~~intrusives

~~Risk~~21 ~~Associated~~Table ~~with~~of ~~the Knott Lake~~Contents

~~Our~~The Company’s isMain ~~aware of certain risk associated with the Knott Lake as follows:~~Product

1.At Wepresent realize that any money spent on the Knott Lake might be lost money never to be recovered. Very few mineral claims that are explored ever turn into actual mines which produce saleable minerals.2. We realize that even though we ~~actual~~do ~~discover mineralization on the Knott Lake that it might~~ not behave of the tonnage nor grade to make it profitable to mine it. Without the tonnage or grade there is no point in our Company trying to mine and sell the mineral on the claim. Another factor which must be borne in mind is that the world price for minerals fluctuates on a ~~daily~~main ~~bases~~product ~~and~~since ~~hence even if the tonnage and grades are there the price per ounce might be too low to make it worthwhile for us to extract the minerals.3. Because~~ we ~~are small and~~ have not ~~undertaken~~defined ~~sufficient~~an ~~exploration~~ore ~~work~~reserve on the Knott Lake weand ~~might~~hence ~~find~~are itunable ~~extremely difficult~~ to ~~raise~~sell ~~money~~any ~~for future exploration work~~minerals. ~~If our directors wish to continue exploring they may have to contribute the funds to the Company themselves.4.~~ We ~~have never undertaken a survey of the Knott Lake to determine the exact boundaries of our claim. If we~~ are ~~fortunate~~exploring ~~enough~~for togold ~~discover~~which anif ~~ore~~found ~~body of merit we might become involved in a legal dispute with another party as to our boundaries. This~~ will be ~~expensive and time consuming to~~ our ~~Company~~main ~~and presently we do not have the funds to dispute a long-term court case~~product.5. Mining has many risks attached to it which we are presently not insured against and may never be. For example, the Knott Lake might be subject to cave-ins or moving rocks which will injure our workers and which might lead to court action and government intervention. Without insurance any funds we have on hand would have to be directed to disputing any claim made against us.

~~PLAN~~Plant OFand ~~OPERATIONS~~Equipment

~~Our~~With ~~financial~~the ~~information~~Province ~~deals~~of ~~primarily~~Ontario ~~with~~being ~~our current liquidity as~~ a ~~result~~hub offor ~~being~~mining ~~still~~activities in ~~the exploration stage. As of April 30~~Canada, ~~2016~~ultra wemodern ~~had~~equipment ~~negative working capital of $54,506 and~~ is ~~expected~~used toby ~~increase further still during~~ the ~~next~~various ~~few~~mining ~~months, Our director is not committed to advancing us funds although he has advanced funds in the past in the amount of $51,495 which is on a demand bases and bears no interest~~companies. IfThe wehigh dosafety ~~not~~standards ~~raise~~enforce ~~additional funds, we will increase our working capital deficiency by~~ the ~~end~~level of ~~the~~good ~~next~~equipment ~~twelve~~being ~~months.~~available ~~Our~~with ~~future financial success is dependent on~~ the ~~successful~~most ~~finding~~modern and ~~exploring~~up ~~the Knott Lake Property in Ontario. The exploration activities on the Knott Lake Property may take many years and hefty financial investment~~ to ~~complete.~~date ~~Our~~mining ~~success~~equipment ~~doing~~being ~~this is impossible to predict~~ at ~~this time. The value of any mineral reserve we might find would also be dependent on factors beyond~~ our ~~control such as currency exchange rates, fluctuating metal prices and mining regulations in the various jurisdictions we obtain mineral claims~~disposal.

23There is no plant or equipment on the Knott Lake at the present time and it is expect that during exploration programs of the next two year, there will be no need for either plant or equipment.

~~Results~~Additional ofMineral ~~Operation~~Claims

~~Summary~~Our ofCompany ~~three~~has ~~and~~only ~~six~~one ~~months~~mineral ~~ended~~claim, ~~April~~being ~~30,~~the ~~2016~~Knott ~~and~~Lake ~~2015:~~as more fully described above. It has no intention at the present time to acquire an additional mineral claim. The Company wishes to focus its attention on the exploration program on the Knott Lake.

	For the three months ended April 30,2016			For the three months ended April 30,2015			For the six months endedApril 30,2016			For the six months endedApril 30,2015
Revenue	$	-		$	--		$	-		$	-
Exploration		3,150			3,302			6,300			6,452
General and administration		5,546			4,332			15,133			10,884
Net Income (Loss)	$	(8,696	)	$	(7,634	)	$	(21,433	)	$	(17,336	)

Employees

~~Revenue~~As of September 1, 2016, Rosewood did not have any employees either part time or full time other than its directors and officers. Rosewood has entered into a Consulting Contract with Douglas Turnbull, Professional Geologist, of Lakehead Geological Services Inc to assist the Board of Directors in analyzing the results from Knott Lake and determine future exploration activities. In exploring the Knott Lake it will use the services of Cove Exploration Services Ltd. a qualified geological firm, who will only be retained during the exploration program. Once the program is over the Company will evaluate the need to hire additional employees if it is warranted.

WeOur ~~have~~executive ~~not~~officers ~~earned~~do ~~any~~not ~~revenues~~work tofull ~~date~~time ~~from~~for ~~operation~~Rosewood ~~and~~but doduring ~~not~~the ~~anticipate~~present ~~earning~~period ~~revenues~~are ~~until~~devoting ~~such~~approximately ~~time~~10 ashours wea ~~enter~~month ~~into~~for ~~commercial~~Kgomotso ~~production~~Lediga ofand ~~the~~15 ~~Knott~~hours ~~Lake~~a ~~property.~~month Wefor ~~are~~Gordon ~~presently~~Brooke inon the ~~exploration~~affairs ~~stage~~ of our ~~business~~Company. ~~and~~Our wePresident ~~can~~was ~~provide~~instrumental noin ~~assurance~~incorporating ~~that~~the weCompany, ~~will~~having ~~discover~~a ~~commercially~~mineral ~~exploitable~~property ~~levels~~identified offor ~~mineral~~our ~~resources~~Company, entering into an Option Agreement on the Knott Lake ~~property~~, ororganizing ifthe ~~such~~first ~~deposits~~year ~~are~~work ~~discovered,~~program ~~that~~which wehas ~~will~~been ~~enter~~completed ~~into~~and ~~further~~identifying ~~substantial~~professional ~~exploration~~help ~~programs.~~such as an attorney, auditors and transfer agent.

~~Expenses~~The Company is not a party to any employment contracts or collective bargaining agreements other than the Consulting Contract with Douglas Turnbull dated September 1, 2014. The Province of Ontario has a relatively large pool of people experienced in exploration of mineral properties; being mainly geologist and mining consultants. In addition, there is no lack of worker and consultants initially on a part time basis.

~~Our~~22 ~~expenses~~Table ~~for the six months ended April 30, 2016 and 2015 consisted~~ of ~~the following:~~Contents

	For the sixmonths ended April 30,2016		For the six months ended April 30,2015
Accounting and Audit	$	13,380	$	10,280
Edgarizing		1,638		442
Exploration Expenses		6,300		6,452
Office		115		162
Total Expenses	$	21,433	$	17,336

Risk Associated with the Knott Lake

24Our Company is aware of certain risk associated with the Knott Lake as follows:

~~Our~~1. ~~expenses~~We ~~during~~realize that any money spent on the ~~six~~Knott ~~months~~Lake ~~ended~~might ~~April~~be ~~30,~~lost ~~2016~~money ~~include~~never to be recovered. Very few mineral claims that are explored ever turn into actual mines which produce saleable minerals. 2. We realize that even though we actual discover mineralization on the ~~additional~~Knott ~~auditing~~Lake ~~fees~~that it might not be of the ~~financial~~tonnage ~~statements~~nor grade to make it profitable to mine it. Without the tonnage or grade there is no point in our Company trying to mine and sell the mineral on the claim. Another factor which must be borne in mind is that the world price for minerals fluctuates on a daily bases and hence even if the ~~year~~tonnage ~~ended~~and ~~October~~grades ~~31,~~are ~~2015~~there ~~since~~the price per ounce might be too low to make it worthwhile for us to extract the ~~United~~minerals. ~~States~~3. ~~Securities~~Because we are small and ~~Exchange~~have ~~Commission~~not ~~will~~undertaken nosufficient ~~longer~~exploration ~~accept~~work on the ~~prior~~Knott ~~audit~~Lake ~~opinion~~we ~~from~~might find it extremely difficult to raise money for future exploration work. If our directors wish to continue exploring they may have to contribute the funds to the Company's ~~previous~~themselves. ~~auditors~~4. InWe ~~addition,~~have ~~the~~never ~~amount~~undertaken ~~shown~~a ~~above~~survey ~~included~~of the ~~audit~~Knott ~~fee~~Lake ~~for~~to determine the ~~fiscal~~exact ~~year~~boundaries ~~ended~~of ~~October~~our ~~31,~~claim. ~~2015~~If we are fortunate enough to discover an ore body of merit we might become involved in a legal dispute with another party as to our boundaries. This will be expensive and time consuming to our Company and presently we do not have the funds to dispute a long-term court case.

~~Each~~Results ~~quarter an amount~~ of ~~$3,150 is charged to Exploration Costs on the Condensed Statement of Operations for the fee paid to Douglas Turnbull as per the Company's contractual obligation.~~Operation

~~Liquidity~~Summary ~~And~~of ~~Capital~~three ~~Resources~~and nine months ended July 31, 2016 and 2015:

Working Capital

	For the three months ended July 31, 2016			For the three months ended July 31, 2015			For the nine months ended July 31, 2016			For the nine months ended July 31, 2015
Revenue	$	-		$	--		$	-		$	-
Exploration		3,150			3,771			9,450			10,223
General and administration		4,828			5,105			19,961			15,989
Net Income (Loss)	$	(7,978	)	$	(8,876	)	$	(29,411	)	$	(26,212	)

	As at April 30,2016			As at April 30,2015			As atOctober 31,2015			As atOctober 31,2014
Current Assets	$	19,872		$	50,809		$	37,410		$	64,204
Current Liabilities		(74,378	)		(66,243	)		(70,483	)		(62,302	)
Working Capital (Deficiency)	$	(54,506	)	$	(15,434	)	$	(33,073	)	$	1,902

Revenue

~~Cash~~We ~~Flows~~have not earned any revenues to date from operation and do not anticipate earning revenues until such time as we enter into commercial production of the Knott Lake property. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on the Knott Lake property, or if such deposits are discovered, that we will enter into further substantial exploration programs.

	For the six months endedApril 30,2016			For the six months endedApril 30,2015
Cash Flows Used In Operating Activities	$	(17,653	)	$	(13,556	)
Cash Flows Used in Investing Activities		--			--
Cash Flows Provided By Financing Activities		115			161
(Decrease) In Cash During Period	$	(17,538	)	$	(13,395	)

Table of Contents

25Expenses

~~Cash~~Our ~~Requirement~~expenses ~~over~~for the ~~Next~~nine ~~Twelve~~months ~~Months~~ended July 31, 2016 and 2015 consisted of the following:

The following represents management's estimates of the cash Rosewood will require to meet its current obligations and provide working capital for the next twelve months.

	For the nine months ended July 31, 2016		For the nine months ended July 31, 2015
Accounting and Audit	$	17,270	$	14,170
Edgarizing		2,461		1,287
Exploration Expenses		9,450		10,223
Office		230		532
Total Expenses	$	29,411	$	26,212

Description	Amount			Particulars Regarding Funds Needed
Accounting and audit	$	18,400		Preparation of financial statements and either a review or examination by the auditors
Consulting fees – geological		12,600		Fees paid to Douglas Turnbull for acting as a consulting geologist for the Board of Directors
Exploration expenses		50,000		Year 3 payment per Option Agreement
Filing fees		1,000		Annual filing with State of Nevada and Edgar fees for filing with the SEC
Legal		1,500		Services for various filing requirements
Transfer agent		1,500		Issuance of shares and annual report
Total cash required before the following		85,000
Accounts payable		22,883		Non- related parties as of April 30, 2016
Total estimated expenses		107,883
Less: Cash on hand		(19,872	)	Cash as of April 30, 2016
Estimated cash shortfall	$	88,011

Our expenses during the nine months ended July 31, 2016 include the additional auditing fees of the financial statements for the year ended October 31, 2015 since the United States Securities and Exchange Commission will no longer accept the prior audit opinion from the Company’s previous auditors. In addition, the amount shown above included the audit fee for the fiscal year ended October 31, 2015.

~~Future~~Each ~~Financing~~quarter an amount of $3,150 is charged to Exploration Costs on the Condensed Statement of Operations for the fee paid to Douglas Turnbull as per the Company’s contractual obligation.

AsLiquidity ~~noted~~And ~~above,~~Capital we currently have sufficient financial resources in cash to meet the anticipated costs of this Offering and ongoing expenses on a daily basis but do not have sufficient funds to complete our exploration program at the beginning of Year 3 in the amount of $50,000 and one times payment of $25,000 as set forth in the Option Agreement. We will require additional funds to meet our financial obligations after the next twelve months have ended. Accordingly, we will need to obtain additional financing in order to complete our plan of operation under Year 3 exploration program and to meet our current obligations as they come due.Resources

~~When~~Working we do need funds there is no assurance that we will achieve any of additional sales of our common shares to raise sufficient funds to carry on in the future. There is also no assurance we can obtain additional funds from one or both of our two directors and officers. Capital

Off-Balance Sheet Arrangements

	As at July 31, 2016			As at July 31, 2015			As at October 31, 2015			As at October 31, 2014
Current Assets	$	13,899		$	46,193		$	37,410		$	64,204
Current Liabilities	(76,383)			(70,503)			(70,483)			(62,302)
Working Capital (Deficiency)	$	(62,484	)	$	(24,310	)	$	(33,073	)	$	1,902

~~None.~~Cash Flows

	For the nine months ended July 31, 2016			For the nine months ended July 31, 2015
Cash Flows Used In Operating Activities	$	(23,741	)	$	(18,444	)
Cash Flows Used in Investing Activities		--			--
Cash Flows Provided By Financing Activities		230			433
(Decrease) In Cash During Period	$	(23,511	)	$	(18,011	)

~~Trends~~24 Table of Contents

~~From~~As ~~Rosewood's date~~ of ~~inception~~July it31, ~~has~~2016, ~~been~~we anhad ~~exploration~~$13,899 ~~company~~cash ~~which~~on ~~has~~hand. ~~produced~~We nohave ~~revenue~~incurred ~~and~~a ~~maybe~~cumulative ~~will~~net ~~not~~loss beof ~~able~~$152,484 tofor ~~produce~~the ~~revenue.~~period Tofrom the ~~knowledge~~date of ~~its~~our ~~management,~~inception ~~Rosewood~~on isJune ~~unaware~~17, of2013 ~~any~~to ~~trends~~July or31, ~~past~~2016 and ~~future~~have ~~events~~not ~~which~~attained ~~will~~profitable ~~have~~operations ato ~~material~~date. ~~effect~~For ~~upon~~the itperiod ended July 31, ~~its~~2015 ~~income~~we ~~and~~had ~~business~~a cash balance of $46,193, ~~both~~an inaccumulated ~~the~~loss ~~long~~of $114,310 and ~~short~~a ~~term.~~working capital position deficiency of $24,310.

~~Critical~~Cash ~~Accounting~~Requirement ~~Policies~~over ~~and~~the ~~Estimates~~Next Twelve Months

InThe ~~accordance~~following ~~with~~represents ~~the~~management’s ~~U.S. generally accepted accounting principles, or GAAP, we are required to make~~ estimates ~~and assumptions on our financial statements that affect the reported amounts~~ of ~~assets, liabilities, revenues, costs and expenses and related disclosures. Some of~~ the ~~estimates~~cash ~~and~~Rosewood ~~assumptions~~will werequire ~~are required~~ to ~~make~~meet ~~relate~~its tocurrent ~~matters~~obligations ~~that are inherently uncertain as they pertain to future events. We base these estimates~~ and ~~assumptions~~provide onworking ~~historical~~capital ~~experience~~for ~~or on various other factors that we believe to be reasonable and appropriate under~~ the ~~circumstances.~~next Ontwelve ~~an on-going basis, we reconsider and evaluate our estimates and assumptions~~months. Actual results may differ significantly from these estimates. We believe that the critical accounting policies listed below involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on our financial statements. In addition, we believe that a discussion of these policies is necessary to understand and evaluate the financial statements contained in this Form 10-Q.

Estimates and Assumptions

Description	Amount			Particulars Regarding Funds Needed

Accounting and audit	$	18,400		Preparation of financial statements and either a review or examination by the auditors
Consulting fees – geological		3,150		Fees paid to Douglas Turnbull for acting as a consulting geologist for the Board of Directors
Exploration expenses		5,000		Option Agreement amended payment Year 3
Filing fees		1,000		Annual filing with State of Nevada and Edgar fees for filing with the SEC
Legal		1,500		Services for various filing requirements
Transfer agent		1,500		Issuance of shares and annual report

Total cash required before the following		30,550

Accounts payable		24,773		Non- related parties as of July 31, 2016
Total estimated expenses		55,323
Less: Cash on hand		(13,899	)	Cash as of July 31, 2016
Estimated cash shortfall	$	41,424

~~Management~~Future uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.Financing

~~Income~~As ~~taxes~~noted above, we currently have sufficient financial resources in cash to meet the anticipated costs of this Offering and ongoing expenses on a daily basis. We will require additional funds to meet our financial obligations after the next twelve months have ended.

AsWhen we ~~have~~do ~~incurred~~need ~~substantial~~funds ~~losses,~~there is no assurance that we will ~~not~~achieve ~~need~~any toof ~~pay~~additional ~~income~~sales ~~tax.~~of ~~Any~~our ~~deferred~~common ~~losses~~shares ~~may~~to ~~result~~raise insufficient afunds ~~tax~~to ~~benefit~~carry on in the future. There is also no assurance we can obtain additional funds from one or both of our two directors and officers.

~~Research~~Off-Balance ~~and~~Sheet ~~Development Expenditures~~Arrangements

~~To date, and in the immediate future, we do not expect to incur any costs relating to research and development~~None.

~~Patents and Trademarks~~Trends

~~There~~From ~~are~~Rosewood’s date of inception, it has been an exploration company which has produced no ~~patents~~revenue and maybe will not be able to produce revenue. To the knowledge of its management, Rosewood is unaware of any trends or ~~trademarks~~past and future events which will have a material effect upon it, its income and business, both in ~~our~~the ~~Company~~long and short term.

2725 Table of Contents

~~Royalties~~Critical Accounting Policies and Estimates

~~There~~In accordance with the U.S. generally accepted accounting principles, or GAAP, we are ~~currently~~required noto ~~situations~~make ~~where~~estimates and assumptions on our financial statements that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. Some of the estimates and assumptions we are ~~paying~~required ~~any~~to ~~royalty~~make ~~based~~relate ~~upon~~to ~~production~~matters that are inherently uncertain as they pertain to future events. We base these estimates and ~~sales~~assumptions ~~since~~on historical experience or on various other factors that we dobelieve ~~not~~to ~~have~~be ~~any~~reasonable ~~production~~and appropriate under the circumstances. On an on-going basis, we reconsider and atevaluate our estimates and assumptions. Actual results may differ significantly from these estimates. We believe that the ~~present~~critical ~~time~~accounting ~~are~~policies inlisted ~~search~~below ofinvolve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on our financial statements. In addition, we believe that a ~~new~~discussion ~~mineral~~of ~~property~~these policies is necessary to understand and evaluate the financial statements contained in this Form 10-Q.

~~Recent~~Estimates ~~Accounting~~and ~~Pronouncements~~Assumptions

~~The~~Management ~~Company~~uses ~~does~~estimates ~~not~~and ~~expect~~assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the ~~adoption~~reported amounts of ~~any~~the ~~recent~~assets ~~accounting~~and ~~pronouncements~~liabilities, tothe ~~have~~disclosure aof ~~material~~contingent ~~impact~~assets on and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

~~Public~~Income ~~Market for Common Stock~~taxes

~~Our~~As ~~shares~~we ~~are~~have ~~not~~incurred ~~currently~~substantial ~~quoted~~losses, onwe ~~the~~will ~~OTC~~not ~~Bulletin~~need ~~Board~~to ~~("OTCBB")~~pay orincome ~~any other quotation system~~tax. InAny ~~order~~deferred tolosses ~~remain~~may onresult ~~the~~in ~~OTCBB~~a wetax ~~will~~benefit ~~have~~in ~~to adhere to~~ the ~~rules and regulations of the OTCBB and the SEC~~future.

~~The~~Research SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and ~~volume~~Development information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.Expenditures

~~The~~To ~~broker-dealer also must provide~~date, ~~prior to effecting any transaction in a penny stock, the customer with: (a) bid~~ and ~~offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson~~ in the ~~transaction;~~immediate ~~(c)~~future, ~~the~~we ~~number~~do ofnot ~~shares~~expect to ~~which~~incur ~~such~~any ~~bid~~costs ~~and ask prices apply, or other comparable information~~ relating to ~~the~~research ~~depth~~ and ~~liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer's account~~development. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must purchaser and receives the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.

~~These~~Patents ~~disclosure~~and requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.Trademarks

~~Holders~~There ofare ~~Our~~no ~~Common~~patents ~~Stock~~or trademarks in our Company.

28Royalties

~~Rule~~There ~~144~~are ~~Shares~~currently no situations where we are paying any royalty based upon production and sales since we do not have any production and at the present time are in search of a new mineral property.

InRecent ~~general,~~Accounting under Rule 144, a person who is not one of our affiliates and who is not deemed to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned shares of our common stock for at least six months would be entitled to sell them without restriction, subject to the continued availability of current public information about us (which current public information requirement is eliminated after a one-year holding period).Pronouncements

AThe ~~person~~Company ~~who~~does isnot anexpect ~~affiliate and who has beneficially owned shares of a company's common stock for at least six months, subject to~~ the ~~continued~~adoption ~~availability~~ of ~~current~~any ~~public~~recent ~~information~~accounting ~~about~~pronouncements ~~us, is entitled~~ to ~~sell~~have ~~within any three month period~~ a ~~number~~material ofimpact ~~shares~~on ~~that~~its ~~does~~financial ~~not exceed the greater of:~~statements.

1.26 ~~One~~Table ~~percent~~ of the number of shares of the company's common stock then outstanding, which, in our case, will equal approximately 900,000 shares as of the date of this Form 10-Q; or2. The average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.Contents

~~Rule~~Public ~~144~~Market ~~is not available~~ for ~~either~~Common ~~a reporting or non-reporting shell company, as defined under Rule 405 of the Securities Act, unless the company:~~Stock

●Our ~~has~~shares ~~ceased~~are tonot becurrently aquoted ~~shell~~on ~~company;●~~the isOTC ~~subject~~Bulletin toBoard ~~the~~(“OTCBB”) ~~Exchange~~or ~~Act~~any ~~reporting~~other ~~obligations;●~~quotation ~~has~~system. ~~filed~~In ~~all~~order ~~required~~to ~~Exchange~~remain ~~Act~~on ~~reports during~~ the ~~preceding~~OTCBB ~~twelve~~we ~~months;~~will ~~and●~~have atto ~~least~~adhere ~~one~~to ~~year~~the ~~has~~rules ~~elapsed~~and ~~from~~regulations ~~the~~of ~~time~~ the ~~company~~OTCBB ~~filed~~and ~~with~~ the SEC~~, current Form 10 type information reflecting its status as an entity that is not a shell company~~.

~~Registration~~The ~~Rights~~SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

29The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must purchase and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.

~~Dividends~~These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.

~~There~~Holders ~~are no restrictions in our Articles~~ of ~~Incorporation~~Our orCommon ~~Bylaws that would prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:~~Stock

1.As Weof ~~would not be able to pay our debts as they become due in~~ the ~~usual~~date ~~course~~ of ~~business;~~this ~~or2.~~Form ~~Our~~10-Q, ~~total~~we ~~assets~~have ~~would~~only beone ~~less~~shareholder ~~than~~being ~~the~~one ~~sum~~ of our ~~total~~directors ~~liabilities~~and ~~plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution~~officers.

WeRule ~~have~~144 ~~not declared any dividends and we do not plan to declare any dividends in the foreseeable future.~~Shares

~~Competition~~In general, under Rule 144, a person who is not one of our affiliates and who is not deemed to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned shares of our common stock for at least six months would be entitled to sell them without restriction, subject to the continued availability of current public information about us (which current public information requirement is eliminated after a one-year holding period).

We27 ~~are~~Table ~~an exploration stage company. We compete with other mineral resource exploration and development companies for financing~~ of the Knott Lake mineral property. Many of the mineral resource exploration and development companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquiring mineral properties of merit, on exploring their mineral properties and on developing their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact our ability to finance further exploration and to achieve the financing necessary for us to develop the Knott Lake mineral property.Contents

WeA ~~will~~person ~~also~~who ~~compete~~is ~~with~~an ~~other~~affiliate ~~junior~~and ~~mineral~~who ~~exploration~~has ~~companies~~beneficially ~~for~~owned ~~financing~~shares ~~from~~of a ~~limited~~company’s ~~number~~common ofstock ~~investors~~for ~~that~~at ~~are~~least ~~prepared~~six tomonths, ~~make~~subject ~~investments~~to inthe ~~junior~~continued ~~mineral~~availability ~~exploration companies. The presence~~ of ~~competing~~current ~~junior~~public ~~mineral~~information ~~exploration~~about ~~companies~~us, ~~may~~is ~~impact~~entitled ~~our ability~~ to ~~raise~~sell ~~additional~~within ~~capital~~any inthree ~~order~~month toperiod ~~fund~~a ~~our~~number ~~exploration programs if investors are~~ of ~~the~~shares ~~view~~ that ~~investments~~does innot ~~competitors~~exceed ~~are more attractive based on~~ the ~~merit~~greater of the mineral properties under investigation and the price of the investment offered to investors. We will also compete with other junior and senior mineral companies for available resources, including, but not limited to, professional geologists, camp staff, transportation, mineral exploration supplies and drill rigs.:

Employees

1.	One percent of the number of shares of the company's common stock then outstanding, which, in our case, will equal approximately 900,000 shares as of the date of this Form 10-Q; or

2.	The average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

30Rule 144 is not available for either a reporting or non-reporting shell company, as defined under Rule 405 of the Securities Act, unless the company:

~~The~~· ~~Company's~~has ~~Main~~ceased ~~Product~~to be a shell company; · is subject to the Exchange Act reporting obligations; · has filed all required Exchange Act reports during the preceding twelve months; and · at least one year has elapsed from the time the company filed with the SEC, current Form 10 type information reflecting its status as an entity that is not a shell company.

AtRegistration present we do not have a main product until such time as we complete our exploration activities on the Knott Lake mineral property We hope in the future to explore for gold which if found will be our main product.Rights

~~Plant~~We ~~and~~have ~~Equipment~~not granted registration rights to any person.

With the Ontario being a hub for mining activities, ultra modern equipment is used by the various mining companies. The high safety standards enforce the level of good equipment being available with the most modern and up to date mining equipment being at our disposal.Dividends

~~Initially~~There ~~there~~are is no ~~plant~~restrictions orin ~~equipment~~our onArticles ~~the~~of ~~new~~Incorporation ~~mineral~~or ~~claim~~Bylaws ~~since~~that ~~the~~would ~~workers~~prevent ~~will~~us befrom ~~able~~declaring todividends. ~~either~~The beNevada ~~housed~~Revised inStatutes, ~~tents~~however, ondo ~~the~~prohibit ~~claim~~us ~~itself~~from ordeclaring ~~else~~dividends ~~live~~where, inafter giving effect to the ~~local~~distribution ~~town~~of ~~nearby.~~the dividend:

1.	We would not be able to pay our debts as they become due in the usual course of business; or

2.	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

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Competition

We are an exploration stage company. We compete with other mineral resource exploration and development companies for financing of the Knott Lake mineral property. Many of the mineral resource exploration and development companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquiring mineral properties of merit, on exploring their mineral properties and on developing their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact our ability to finance further exploration and to achieve the financing necessary for us to develop the Knott Lake mineral property.

We will also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral exploration companies. The presence of competing junior mineral exploration companies may impact our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors. We will also compete with other junior and senior mineral companies for available resources, including, but not limited to, professional geologists, camp staff, transportation, mineral exploration supplies and drill rigs.

Employees

As of the date of this filing, we have no employees other than our executive officers and directors, who are part-time employees devoting approximately 20 hours per month to our operations.

The Company’s Main Product

At present we do not have a main product until such time as we complete our exploration activities on the Knott Lake mineral property. We hope in the future to explore for gold which if found will be our main product.

Plant and Equipment

Initially there is no plant or equipment on the new mineral claim since the workers will be able to either be housed in tents on the claim itself or else live in the local town nearby.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Under the supervision and with the participation of our Chief Executive Officer and our Chief Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of ~~April~~July 3031, 2016 (the "“Evaluation Date"”). Based on that evaluation, the Chief Accounting Officer has concluded that these disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting.

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Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Accounting Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as noted below, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended July 31, 2016 fairly present our financial condition, results of operations and cash flows in all material respects.

Material Weaknesses

Management assessed the effectiveness of our internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:

1. Certain entity level controls establishing a "“tone at the top"” were considered material weaknesses. As of ~~April~~July 3031, 2016, we have an audit committee and a policy on fraud. A whistleblower policy is not necessary given the small size of the organization. 2. Due to the significant number and magnitude of out-of-period adjustments identified during the year-end closing process, management has concluded that the controls over the period-end financial reporting process were not operating effectively. A material weakness in the period-end financial reporting process could result ininus us not being able to ~~meet~~meetour ~~our~~ regulatory filing deadlines and, if not remediated, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management override of existing controls is possible given the small size of the organization and lack of personnel. 3. There is no system in place to review and monitor internal control over financial reporting. We maintain an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the quarter ended ~~April~~July 3031, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings. There are no material proceedings to which our two executive officers, directors and sole stockholder is a party adverse to us or has a material interest adverse to us. To our knowledge there are no pending legal actions against the Knott Lake.

We are required by Section 78.090 of the Nevada Revised Statutes (the "“NRS"”) to maintain a registered agent in the State of Nevada. Our registered agent for this purpose is American Corporate Enterprises, Inc. 123 W. Nye Lane, Suite 129, Carson City, NV 89706. All legal process and any demand or notice authorized by law to be served upon us may be served upon our registered agent in the State of Nevada in the manner provided in NRS 14.020(2).

We are not currently a party to any legal proceedings. There are no material proceedings to which our executive officer, director and sole stockholder is a party adverse to us or has a material interest adverse to us.

We are required by Section 78.090 of the Nevada Revised Statutes (the "“NRS"”) to maintain a registered agent in the State of Nevada. Our registered agent for this purpose is American Corporate Enterprises, Inc 123 West Nye Lane, Station 129, Carson City, NV 89706. All legal process and any demand or notice authorized by law to be served upon us may be served upon our registered agent in the State of Nevada in the manner provided in NRS 14.020(2).

ITEM 1A. RISK FACTORS

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

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

There has been no change in our securities since the fiscal year ended October 31, 2015.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable

ITEM 5. OTHER INFORMATION

33None

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ITEM 6. EXHIBITS

(a) (3) Exhibits

The following exhibits are included as part of this report by reference:

3(i)		Articles of Incorporation (incorporated by reference from Rosewood'’s Registration Statement on Form S-1 filed on October 30, 2014, Registration No. 333-199690)
3(ii)		By-laws (incorporated by reference from Rosewood'’s Registration Statement on Form S-1 filed on October 30, 2014, Registration No. 333-199690)
31.1		Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
31.2		Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)
101.INS		XBRL Instance Document (*)
101 SCH		XBRL Taxonomy Extension Schema Document (*)
101 CAL		XBRL Taxonomy Extension Calculation Linkbase Document (*)
101 LAB		XBRL Taxonomy Extension Labels Linkbase Document (*)
101 PRE		XBRL Taxonomy Extension Presentation Linkbase Document (*)
101 DEF		XBRL Taxonomy Extension Definition Linkbase Document (*)

31.1		Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
31.2		Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)
101.INS		XBRL Instance Document (*)
101 SCH		XBRL Taxonomy Extension Schema Document (*)
101 CAL		XBRL Taxonomy Extension Calculation Linkbase Document (*)
101 LAB		XBRL Taxonomy Extension Labels Linkbase Document (*)
101 PRE		XBRL Taxonomy Extension Presentation Linkbase Document (*)
101 DEF		XBRL Taxonomy Extension Definition Linkbase Document (*)

_______________

~~________________~~(*) Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ROSEWOOD RESOURCES, INC.
Date: June 15, 2016	By:	/s/ Kgomotos Joyce Lediga
Date: September 13, 2016	By:	/s/ Kgomotos Joyce Lediga
		KGOMOTOS JOYCE LEDIGA
		KGOMOTSO JOYCE LEDIGA
		Chief Executive Officer, President and Director
		(Principal Executive Officer)

Date: June 15, 2016	By:	/s/ B. Gordon Brooke
Date: September 13, 2016	By:	/s/ B. Gordon Brooke
		B. GORDON BROOKE
		Chief Financial Officer, Chief Accounting Officer, Secretary/Treasurer and Director
		Chief Financial Officer, Chief Accounting Officer,Secretary/Treasurer and Director
		(Principal Financial Officer and Chief Accounting Officer)

3533

Filing Compare · Rosewood Resources, Inc.