BrewBilt Brewing Co - Quarter Report: 2009 December (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended December 31, 2009

[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

	For the transition period __________ to __________

	Commission File Number: 000-53276

Grid Petroleum Corp.

(Exact name of small business issuer as specified in its charter)

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

45 Covepark Road NE, Calgary, AB T3K 5XB

(Address of principal executive offices)

206-339-6314

(Issuer’s telephone number)

_______________________________________________________________

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[ ] Large accelerated filer Accelerated filer	[ ] Non-accelerated filer
[X] Smaller reporting company

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 82,042,000 common shares as of December 31, 2009.

Table of Contents

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4T:	Controls and Procedures	7
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	8
Item 1A:	Risk Factors	8
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3:	Defaults Upon Senior Securities	8
Item 4:	Submission of Matters to a Vote of Security Holders	8
Item 5:	Other Information	8
Item 6:	Exhibits	8

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our consolidated financial statements included in this Form 10-Q are as follows:
F-1	Consolidated Balance Sheets as of December 31, 2009 (unaudited) and March 31, 2009 (audited);
F-2	Consolidated Statements of Operations for the three and nine months ended December 31, 2009 and 2008 and cumulative from March 31, 2009 (inception of development stage) to December 31, 2009 (unaudited);
F-3	Statements of Cash Flows for the three and nine months ended December 31, 2009 and 2008 and cumulative from March 31, 2009 (inception of development stage) to December 31, 2009 (unaudited);
F-4	Statement of Stockholders’ Equity for period from September 19, 2006 (inception date) to December 31, 2009 (unaudited);
F-5	Notes to Consolidated Financial Statements;

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended December 31, 2009 are not necessarily indicative of the results that can be expected for the full year.

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GRID PETROLEUM CORP. (formerly SUNBERTA RESOURCES INC.)

(A Development Stage Company)

Consolidated Balance Sheets

(Expressed in US Dollars)

Unaudited - Prepared by Management

Note 2 - Basis of Presentation - going concern
	December 30 2009		March 31 2009

ASSETS

CURRENT ASSETS
Cash	$	3,271	$	486
Total current assets		3,271		486

FIXED ASSETS (Note 3)		-		-

Total assets	$	3,271	$	486


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Demand loan (Note 4)	$	59,519	$	55,236
Accounts payable including related party payable of $379 (March 31, 2009 - $315) (Note 5)		4,683		10,606
Accrued liabilities		7,100		14,563
Loan from shareholder (Note 6)		27,500		-
Total current liabilities		98,802		80,405

COMMITMENTS AND CONTINGENCIES (Notes 2, 4, 5, 6, 7 and 8)

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock (Note 7)
Authorized 1,500,000,000 shares at par value of $0.001 each
Issued and outstanding 82,042,000		74,307		74,307
Additional paid-in capital		20,390		14,250
Accumulated (deficit) during exploration stage		(173,275)		(173,275)
Accumulated (deficit) during development stage		(20,981)		-
Accumulated other comprehensive income (loss)		4,028		4,799
Total stockholders' equity (deficit)		(95,531)		(79,919)

Total liabilities and stockholder's equity (deficit)	$	3,271	$	486

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

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GRID PETROLEUM CORP. (formerly SUNBERTA RESOURCES INC.)

(A Development Stage Company)

Consolidated Statements of Operations

(Expressed in US Dollars)

Unaudited - Prepared by Management

	Three months ended December 31				Nine months ended December 31				Cumulative from inception of development stage on March 31, 2009 to December 31,
	2009		2008		2009		2008		2009


EXPENSES
Investor relations, promotion and entertainment	$	694	$	185	$	1,471	$	786	$	1,471
Depreciation		-		167		-		569		-
Professional fees		3,566		4,001		8,460		21,863		8,460
Other administrative expenses		4,853		3,777		14,618		11,081		14,618
Total expenses		9,113		8,130		24,549		34,299		24,549

OTHER INCOME
Gain on forgiveness of debt (Note 9)		3,568		-		3,568		-		-

Net (loss) for the period		(5,545)		(8,130)	$	(20,981)	$	(34,299)	$	(24,549)

Other comprehensive income (loss)
Foreign currency translation		75		(802)		(771)		(981)		(771)

Comprehensive (loss)	$	(5,470)	$	(8,932)	$	(21,752)	$	(35,280)	$	(25,320)

Net loss per common share - basic and fully diluted:

Net (loss) for the period	$nil		$nil		$nil		$nil		$nil

Weighted average number of common stock outstanding		82,042,000		82,042,000		82,042,000		82,042,000		82,042,000

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

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GRID PETROLEUM CORP. (formerly SUNBERTA RESOURCES INC.)

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Expressed in US Dollars)

Unaudited - Prepared by Management

	Three months ended December 3				Nine months ended December 31				Cumulative from inception of development stage on March 31, 2009 to December 31, 2009
	2009		2008		2009		2008
Cash (used in) operating activities:

Net (loss) for the period	$	(5,545)	$	(8,130)	$	(20,981)	$	(34,299)	$	(20,981)
Adjustments to reconcile net loss to net cash used in operating activities:
Donated services		1,500		1,500		4,500		4,500		4,500
Depreciation of fixed assets		-		167		-		569		-
Gain on forgiveness of debt		(3,568)		-		(3,568)		-		(3,568)
Imputed interest on loan from shareholder		863		-		1,640		-		1,640
Net change in operating assets and liabilities:
Interest payable on demand loan		1,475		-		4,283		-		4,283
Accounts payable		(5,186)		175		(2,355)		(3,156)		(2,355)
Accrued liabilities		3,600		5,250		(7,463)		(6,206)		(7,463)

Net cash (used in) operating activities		(6,861)		(1,038)		(23,944)		(38,592)		(23,944)

Cash from financing activities:
Loan from shareholder		5,000		-		27,500		-		27,500
Net cash from financing activities		5,000		-		27,500		-		27,500

Effect of exchange rate changes on cash		75		(38)		(771)		(41)		(771)

Increase (decrease) in cash and cash equivalent		(1,786)		(1,076)		2,785		(38,633)		2,785

Cash, beginning of period		5,057		9,544		486		47,101		486
Cash, end of period	$	3,271	$	8,468	$	3,271	$	8,468	$	3,271

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

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GRID PETROLEUM CORP. (formerly SUNBERTA RESOURCES INC.)

(A Development Stage Company)

Consolidated Statement of Stockholders' Equity (Deficit)

(Expressed in US Dollars)

Unaudited - Prepared by Management

	Common Stock		Amount		Accumulated Other Comprehensive Income (loss)		Additional Paid in Capital		(Deficit) Accumulated During Exploration Stage from Inception to March 31, 2009		(Deficit) Accumulated During Development Stage from March 31, 2009 to December 31, 2009		Stockholders’ Equity (Deficit)
Beginning balance, September 19, 2006		-	$	-	$	-	$	-	$	-	$	-	$	-
Shares issued pursuant to subscription November 15, 2006 at $0.0005		52,000,000		26,000		-		-		-		-		26,000
Shares issued pursuant to subscriptions November 27, 2006 at $0.001		25,500,000		25,500		-		-		-		-		25,500
Shares issued for acquisition of subsidiary at $0.05		2,000		107		-		-		-		-		107
Shares issued pursuant to subscriptions March 30, 2007 at $0.005		4,540,000		22,700		-		-		-		-		22,700
Non-cash use of premises contributed by a director		-		-		-		2,250		-		-		2,250
Net (loss) for the period		-		-		(857)		-		(31,138)		-		(31,995)

Balance March 31, 2007		82,042,000	$	74,307	$	(857)	$	2,250	$	(31,138)	$	-	$	44,562
Non-cash use of premises contributed by a director		-		-		-		6,000		-		-		6,000
Net income (loss) for the year		-		-		5,152		-		(82,075)		-		(76,923)

Balance March 31, 2008		82,042,000	$	74,307	$	4,295	$	8,250	$	(113,213)	$	-	$	(26,361)
Non-cash use of premises contributed by a director		-		-		-		6,000		-		-		6,000
Net income (loss) for the year		-		-		504		-		(60,062)		-		(59,558)

Balance March 31, 2009		82,042,000	$	74,307	$	4,799	$	14,250	$	(173,275)	$	-	$	(79,919)
Imputed interest on loan from shareholder		-		-		-		209		-		-		209
Non-cash use of premises contributed by a director		-		-		-		1,500		-		-		1,500
Net income (loss) for the period		-		-		(868)		-		-		(6,162)		(7,030)

Balance June 30, 2009		82,042,000	$	74,307	$	3,931	$	15,959	$	(173,275)	$	(6,162)	$	(85,240)
Imputed interest on loan from shareholder		-		-		-		568		-		-		568
Non-cash use of premises contributed by a director		-		-		-		1,500		-		-		1,500
Net income (loss) for the period		-		-		22		-		-		(9,274)		(9,252)

Balance September 30, 2009		82,042,000	$	74,307	$	3,953	$	18,027	$	(173,275)	$	(15,436)	$	(92,424)
Imputed interest on loan from shareholder		-		-		-		863		-		-		863
Non-cash use of premises contributed by a director		-		-		-		1,500		-		-		1,500
Net income (loss) for the period		-		-		75		-		-		(5,545)		(5,470)

Balance December 31, 2009		82,042,000	$	74,307	$	4,028	$	20,390	$	(173,275)	$	(20,981)	$	(95,531)

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

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GRID PETROLEUM CORP. (formerly SUNBERTA RESOURCES INC.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2009

(Expressed in US Dollars)

Unaudited – Prepared by Management

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business

Grid Petroleum Corp. (the “Company”) was incorporated in the State of Nevada with the name Sunberta Resources Inc on November 15, 2006. The Company was an exploration stage company until March 31, 2009 which had as its principal business the acquisition and exploration of mineral claims.

On November 16, 2006 the Company acquired all the issued and outstanding shares of Sunberta Resources Inc. (“Sunberta Alberta”), an inactive corporation incorporated in the province of Alberta, Canada on September 19, 2006. Sunberta Alberta was registered as an extraprovincial company in British Columbia, Canada on November 15, 2006. The consideration for the acquisition of Sunberta Alberta was 2000 shares (on a post-split basis) of the Company.

In January, 2007 Sunberta Alberta acquired seven placer claim tenures on southern Vancouver Island, British Columbia, Canada. During the year ended March 31, 2009, the Company abandoned three of the placer claim tenures and decided to abandon the remaining four properties. Between May 31 and June 14, 2009, the remaining four placer claim tenures expired. The carrying cost of the properties was written off in the year ended March 31, 2009. The Company entered the development stage on March 31, 2009.

On November 18, 2009 the Company changed its name to Grid Petroleum Corp. (See also Note 10).

The Company’s activities to December 31, 2009 have been carried on in Alberta and British Columbia, Canada.

Principles of Consolidation

The consolidated financial statements include accounts of the Company and its wholly-owned subsidiary, Sunberta Alberta. All significant inter-company balances and transactions are eliminated.

Cash and Cash Equivalents

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. As at December 31, 2009 and 2008, the Company did not have any cash equivalents.

Asset Retirement Obligations

The Company has adopted SFAS No. 143, Accounting for Asset Retirement Obligations which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. SFAS No. 143 requires a liability to be recorded for the present value of the estimated site restoration costs with corresponding increase to the carrying amount of the related long-lived asset. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. The Company has not incurred any asset retirement obligations as at December 31, 2009.

F-5

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GRID PETROLEUM CORP. (formerly SUNBERTA RESOURCES INC.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2009

(Expressed in US Dollars)

Unaudited – Prepared by Management

Fixed Assets

Fixed assets are carried at cost less a provision for depreciation on a straight-line basis over their estimated useful lives as follows:

Computer equipment 3 years

Foreign Currency

The operations of the Company are located in Canada. The Company maintains both U.S. Dollar and Canadian Dollar bank accounts. The functional currency is the Canadian Dollar. Transactions in foreign currencies other than the functional currency, if any, are remeasured into the functional currency at the rate in effect at the time of the transaction. Remeasurement gains and losses that arise from exchange rate fluctuations are included in income or loss from operations. Monetary assets and liabilities denominated in the functional currency are translated into U.S. Dollars at the rate in effect at the balance sheet date. Revenue and expenses denominated in the functional currency are translated at the average exchange rate. Other comprehensive income includes the foreign exchange gains and losses that arise from translating from the functional currency into U.S. Dollars.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles of United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates.

Loss Per Share

Basic earnings (loss) per share of common stock is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period after giving retroactive effect to the forward stock split effected on January 14, 2008 (see Note 7). Diluted earnings (loss) per share is equal to the basic loss per share for the nine months ended December 31, 2009 because there are no common stock equivalents outstanding.

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GRID PETROLEUM CORP. (formerly SUNBERTA RESOURCES INC.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2009

(Expressed in US Dollars)

Unaudited – Prepared by Management

Fair Value of Financial Instruments

The carrying value of cash, demand loan, accounts payable, accrued liabilities and loan from shareholder at December 31, 2009 reflected in these financial statements approximates their fair value due to the short-term maturity of the instruments.

Comprehensive Income

The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive Income”. Comprehensive income includes net income and all changes in equity during a period that arises from non-owner sources, such as foreign currency items and unrealized gains and losses on certain investments in equity securities.

Income taxes

The Company records deferred taxes in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." The statement requires recognition of deferred tax assets and liabilities for temporary differences between the tax bases of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

Concentrations

The Company is dependent on its Chief Executive Officer and business consultants for its operations. The loss of any of these individuals could impact the Company’s ability to carry on operations.

Exploration and development stages

The Company entered the exploration stage upon its inception . The Company entered the development stage on March 31, 2009.

Impairment of Long-Lived Assets

The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of unamortized balances through measurement of undiscounted operation cash flows in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets. If impairment is deemed to exist, the asset will be written down to its fair value. Fair value is generally determined using a discounted cash flow analysis. As at December 31, 2009, the Company does not believe any adjustment for impairment is required.

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GRID PETROLEUM CORP. (formerly SUNBERTA RESOURCES INC.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2009

(Expressed in US Dollars)

Unaudited – Prepared by Management

New Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurement, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. This statement does not require any new fair value measurements. However, for some entities, the application of the statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. This new pronouncement does not have any effect on the Company’s financial statements.

There were various other accounting standards and interpretations issued during 2008 and 2009, none of which are expected to have a material impact on the Company's financial position, operations or cash flows.

2. BASIS OF PRESENTATION – GOING CONCERN

These consolidated financial statements have been prepared on a going-concern basis which assumes that the Company will be able to realize assets and discharge liabilities in the normal course of business for the foreseeable future.

The Company has experienced losses since its inception amounting to $194,256 as of December 31, 2009 and has limited business operations, which raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to meet its commitments as they become payable, including the completion of acquisitions, exploration and development of properties and projects, is dependent on the ability of the Company to obtain necessary financing or achieve a profitable level of operations. There are no assurances that the Company will be successful in achieving these goals.

Upon expiry of the last of the Company’s claims in June 2009, the Company does not own any property interests. Because the Company no longer holds an interest in any mineral claims, the Company plans to search out other business opportunities. Although the Company was not successful in raising the funds to explore its claims, it may identify a suitable business opportunity that may better attract funds to sustain developmental operations until revenues are generated. Although the Company is searching for such opportunities, it has not entered into any definitive agreements to date and there can be no assurance that the Company will be able to enter into any definitive agreements.

These financial statements do not give effect to adjustments to the amounts and classifications to assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

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GRID PETROLEUM CORP. (formerly SUNBERTA RESOURCES INC.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2009

(Expressed in US Dollars)

Unaudited – Prepared by Management

3. FIXED ASSETS

Fixed assets consist of the following:

	December 31, 2009		March 31, 2009
Computer equipment	$	2,363	$	1,963
Less: Accumulated depreciation		2,363		1,963

	$	-	$	-

4. DEMAND LOAN

Under a loan agreement dated March 26, 2008, the demand loan is repayable on demand of the borrower and bears interest beginning April 1, 2008 at the rate of 10% per annum compounded monthly at the end of the month. In the event the loan is placed with a lawyer for collection, a fee of 20% of the unpaid balance will apply. No interest has been paid to December 31, 2009. The carrying value of the demand loan includes $9,519 of interest payable as at December 31, 2009 (March 31, 2009 - $5,236).

5. RELATED PARTY TRANSACTIONS

Related party transactions not disclosed elsewhere in the consolidated financial statements are as follows:

The Company has been provided with premises by its CEO for no charge. Accordingly, rent of $4,500 has been recorded in the nine months ended December 31, 2009 (2008- $4,500), and additional paid-in capital has been increased by the same amount.

Accounts payable includes $379 (March 31, 2009 - $315) due to the CEO for reimbursement of expenses incurred on behalf of the Company.

6. LOAN FROM SHAREHOLDER

In the nine months ended December 31, 2009, the Company received $27,500 as a loan from the largest shareholder (who is also the CEO). The loan bears no interest and has no stated terms of repayment. Imputed interest of $1,640 has been recognized in the nine months ended December 31, 2009 and additional paid-in capital has been increased by the same amount.

7. COMMON STOCK

Effective January 14, 2008, the Company split its common stock on a twenty-for-one basis. All shareholders as of the record date of January 14, 2008 received twenty shares of common stock in exchange for each one common share of their currently issued common stock. The authorized, issued and per share information presented is on a post-split basis. On January 14, 2008 the Company’s total paid-in capital was less than the product of the par value per share multiplied by the number of post-split shares outstanding. As a result, the shareholders may have an obligation to make up the shortfall of $7,735.

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GRID PETROLEUM CORP. (formerly SUNBERTA RESOURCES INC.)

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2009

(Expressed in US Dollars)

Unaudited – Prepared by Management

8. INCOME TAXES

The Company is subject to United States income taxes and Canadian income taxes (to the extent of its operations in Canada). The company had no income tax expense during the reported period due to net operating losses.

A reconciliation of income tax expense to the amount computed at the statutory rates is as follows:

	December 31, 2009		December 31, 2008
Loss for the nine months ended December 30	$	(20,981)	$	(34,299)
Average statutory tax rate		35%		35%

Expected income tax provision	$	(7,343)	$	(12,005)
Unrecognized tax losses		7,343		12,005

Income tax expense	$	--	$	--

Significant components of deferred income tax assets are as follows:


Net operating losses carried forward	$	67,990
Valuation allowance		(67,990)

Net deferred income tax assets	$	-

The Company has net operating losses carried forward of approximately $194,000 for tax purposes which will expire between 2027 and 2029 if not utilized.

9. GAIN ON FORGIVENESS OF DEBT

During the three months ended December 31, 2009, $3,568 of the Company’s accounts payable for professional fees were paid on the Company’s behalf by a third party that the Company is in negotiations with concerning a potential acquaisition (see Note 10). The third party then forgave the loan.

10. SUBSEQUENT EVENTS

On January 10, 2009, the Company entered a letter of intent to acquire four separate oil and gas prospects within the Jonah Field region of Wyoming, USA consisting of leases over approximately 6,000 acres of land. The terms of the acquisition remain to be negotiated and will be subject to a prominent oil and gas services valuator’s opinion and further due diligence. Under the letter of intent, the Company must complete this transaction no later than April 15, 2010 or lose the opportunity.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

We were incorporated in the State of Nevada on November 15, 2006 (date of incorporation). We were an exploration-stage company engaged in the exploration of mineral resource properties. On November 16, 2006 we acquired all of the outstanding shares of Sunberta Resources Inc. (Alberta), a Canadian company incorporated on September 19, 2006, from Mr. Sundberg in exchange for 100 shares of our company, whereby Sunberta (Alberta) became our wholly-owned subsidiary.

On January 2, 2007, Sunberta (Alberta) acquired seven (7) mining claims located in British Columbia, Canada. Our rights in the claims were limited to 100% of the rights to explore for and exploit gold placer deposits. The purchase price for the claims totaled $4,857.

As a disincentive to inactivity by claim owners, the British Columbia government requires owners of gold placer claims to either (1) complete exploration work on the claims valued at an amount stipulated by the government and pay a filing fee; or (2) pay a stipulated fee to the Province of British Columbia in lieu of completing exploration work.

The current financial crises and related liquidity problems have made capital raising increasingly difficult for exploration stage mining companies. We have not been able to able to raise necessary funds in this current economic climate to pursue our mining operations. As a result of our inability to acquire funds, we were not able to conduct exploration activities or pay the stipulated fee on any of our seven (7) mining claims on the respective due dates, which ranged from October 21, 2008 to June 24, 2009. We have therefore lost our rights to explore for and exploit gold placer deposits on our claims.

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On November 18, 2009, we changed our name to Grid Petroleum Corp., a Nevada corporation. As of the date hereof, we do not own any property interests. Because we no longer hold an interest in any mineral claims, our management is now actively looking for other business opportunities for us to pursue. Recently, we have entered into negotiations to acquire four separate oil and gas prospects within the Jonah Field region of Wyoming, USA. The Jonah Prospects encompass leases for 6,000 acres located adjacent to the second largest proven gas reserve in the North America. This transaction will be subject to a prominent oil and gas services valuator’s opinion and further due diligence. Under the letter of intent that we signed, we must complete this transaction no later than April 15, 2010 or lose the opportunity.

We anticipate that any new business opportunities by our company will require additional financing. If our company requires additional financing and we are unable to acquire such funds, our business may fail. We are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have difficulties raising capital until we locate a suitable business opportunity through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail.

Even if we are able to enter into a business opportunity and obtain the necessary funding, there is no assurance that any revenues would be generated by us or that revenues generated would be sufficient to provide a return to investors.

Results of Operations for the three and nine months ended December 31, 2009 and 2008.

We did not earn any revenues from inception through December 31, 2009. We do not anticipate earning revenues until we identify and acquire a successful business opportunity and raise money to fund operations.

We incurred operating expenses in the amount of $9,113 for the three months ended December 31, 2009, as compared with $8,130 for the three months ended December 31, 2008. The operating expenses for the three months ended December 31, 2009 consisted primarily of office and administration expenses in the amount of $4,853 and professional fees in the amount of $3,566. The operating expenses for the three months ended December 31, 2008 consisted primarily of office and administration expenses in the amount of $3,777 and professional fees in the amount of $4,001.

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We incurred operating expenses in the amount of $24,549 for the nine months ended December 31, 2009, as compared with $34,299 for the nine months ended December 31, 2008. The operating expenses for the nine months ended December 31, 2009 consisted primarily of office and administration expenses in the amount of $14,618 and professional fees in the amount of $8,460. The operating expenses for the nine months ended December 31, 2008 consisted primarily of office and administration expenses in the amount of $11,081 and professional fees in the amount of $21,863.

We recognized a gain opn forgiveness of debt of $3,568 in the three months ended December 31, 2009 due to forgiveness of advances made on the Company’s behalf by another company to fund legal fees. The other company is the party we are negotiating to acquire the Jonah Prospects from.

We will incur additional expenses if we are successful in entering into an agreement to acquire a suitable business opportunity. If we enter into such an agreement, we anticipate that we will require significant funds to develop the business in addition to any acquisition costs. It is not possible to estimate such funding requirements until such time as we enter into a business combination.

We incurred a net loss in the amount of $9,113 for three months ended December 31, 2009, as compared with $8,130 for the three months ended December 31, 2008. We incurred a net loss in the amount of $20,981 for nine months ended December 31, 2009, as compared with $34,299 for the nine months ended December 31, 2008.

Liquidity and Capital Resources

We had cash of $3,271 as our only current asset as of December 31, 2009. We had current liabilities of $98,802 as of December 31, 2009. We therefore had a working capital deficit of $95,531 as of December 31, 2009.

We anticipate that we will be dependent, for the immediate future, upon additional investment capital to fund operating expenses. We estimate that we will require approximately $30,000 to operate over the next twelve month period and an additional $95,000 to eliminate our working capital deficiency, exclusive of any acquisition or development costs. This amount may also increase if we are required to carry out due diligence investigations in regards to any prospective business opportunity or if the costs of negotiating the applicable transaction are greater than anticipated. Our company plans to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities. There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements.

In addition to the issues set out above regarding our ability to raise capital, global economies are currently undergoing a period of economic uncertainty related to the tightening of credit markets worldwide. This has resulted in numerous adverse effects, including unprecedented volatility in financial markets and stock prices, slower economic activity, decreased consumer confidence and commodity prices, reduced corporate profits and capital spending, increased unemployment, liquidity concerns and volatile but generally declining energy prices. We anticipate that the current economic conditions and the credit shortage will adversely impact our ability to raise financing. In addition, if the future economic environment continues to be less favourable than it has been in recent years, we may experience difficulty in locating a suitable business opportunity to acquire or enter into a business combination.

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Off Balance Sheet Arrangements

As of December 31, 2009, there were no off balance sheet arrangements.

Going Concern

The consolidated financial statements have been prepared on a going-concern basis which assumes that we will be able to realize assets and discharge liabilities in the normal course of business for the foreseeable future.

We have experienced losses since our inception amounting to $194,256 as of December 31, 2009 and have limited business operations, which raises substantial doubt about our ability to continue as a going concern. Our ability to meet our commitments as they become payable, including the completion of acquisitions, exploration and development of mineral properties and projects, is dependent on our ability to obtain necessary financing or achieving a profitable level of operations. There are no assurances that we will be successful in achieving these goals.

The financial statements do not give effect to adjustments to the amounts and classifications to assets and liabilities that would be necessary should we be unable to continue as a going concern.

Recently Issued Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurement, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. This statement does not require any new fair value measurements. However, for some entities, the application of the statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently reviewing the effect, if any, that this new pronouncement will have on its financial statements.

There were various other accounting standards and interpretations issued to December 31, 2009, none of which are expected to have a material impact on the Company's financial position, operations or cash flows.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4T. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2009. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Kelly Sundberg. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2009, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of December 31, 2009, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; (iii) inadequate security and restricted access to computer systems including insufficient disaster recovery plans; (iv) no written whistle-blower policy; (v) inadequate knowledge to address complex accounting and tax issues that may arise; and (vi) risk to our company as a going concern in the event the sole executive officer of our company is unable to fulfill this role due to death or incapacitation.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending March 31, 2010 : (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting and a whistle-blower policy; and (iii) implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan. The remediation efforts set out in (i) through (iii) are largely dependent upon our company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended December 31, 2009 that have materially affected, or are reasonable 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 a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended December 31, 2009.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Grid Petroleum Corp.

Date:	February 16, 2010

	By: /s/ Kelly Sundberg Kelly Sundberg Title: Chief Executive Officer and Director