U.S. SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549



                             FORM 10



           GENERAL FORM FOR REGISTRATION OF SECURITIES



               Pursuant to Section 12(b) or (g) of

             the Securities Exchange Act of 1934







                 BRIARWOOD HOLDINGS GROUP,Inc.

                 -----------------------------

     (Exact name of registrant as specified in its charter)







Georgia                              82-2318733

------------------                   ------------------------------

State or other jurisdiction I.R.S. Employer Identification No.)

of incorporation or organization)





             1946 Briarwood Court

             Atlanta, GA 30329

------------------------------------------------------------

(Address of principal executive offices) (Zip Code)





Registrant's telephone number, including area code: 704-200-1275

Fax Number:       704-200-1275



Securities to be registered

pursuant to Section 12(b) of the Act:              None



Securities to be registered

pursuant to Section 12(g) of the Act:             Common Stock,

                                                 $0.0001 Par Value

                                                 (Title of class)





Indicate by check mark whether the registrant is a large accelerated

filer, an accelerated filer, a non-accelerated filer, or a smaller

reporting company.  See definitions of "large accelerated

filer," "accelerated filer," and "smaller reporting company"

in Rule 12b-2 of the Exchange Act.



Large accelerated filer               Accelerated filer

Non-accelerated filed                 Smaller reporting company X



The Company may qualify as an "emerging growth company" as defined

in the Jumpstart Our Business Startups Act which became law in April,

2012.  See "The Company: The Jumpstart Our Business Startups Act"

contained herein.







ITEM 1. Business



Briarwood Holdings Group, Inc. (Briarwood Holdings Group or the Company) is a
blank check company and qualifies as an emerging growth company as defined in
the Jumpstart Our Business Startups Act which became law in April 2012. The
definition of an emerging growth company is a company with initial public
offering of common equity securities which occurred after December 8, 2011
and has less than $1 billion of total annual gross revenues during the last
completed fiscal year. See The Company: The Jumpstart Our Business Startups
Act.



Briarwood Holdings Group, Inc. was incorporated on July 26, 2017 under the laws
of
the State of Georgia to engage in any lawful corporate undertaking, including
but
not limited to, selected mergers and acquisitions. The Company has been in the
developmental stage since its inception and its operations to date has been
limited to issuing shares to its original shareholders and filing this
registration
statement. The Company was formed to provide a method for domestic or foreign
private
company to become a reporting company as part of the process toward the public
trading
of its stock.



The President of the Company is also the Vice President, Director and
Shareholder
of Stiforp Capital Partners (SCP). SCP assists companies in becoming public
companies
and introductions to the financial community. Such services may include, when
and
if appropriate, the use of an existing reporting company such as the Company.



SCP will typically enter into an agreement with a private company to assist it
in
becoming a public reporting company and for its introduction to brokers and
market
makers. A private company may become a public reporting company by effecting a
business combination with an existing public reporting company such as the
Company
or by filing a registration statement pursuant to the Securities Act of 1933
(typically a Form S-1) or the Securities Exchange Act of 1934 (Form 10).



SCP is continually in discussions with various entities who are considering the
use
of a public reporting company as part of the process of going public. In these
discussions,
 SCP will explain the various options of becoming a reporting company,
 including the
use of an existing public reporting company, such as the Company.



For its services, SCP will receive cash compensation. SCP does not provide
public
shareholder base to private company as part of business combination.



The President of the Company is also the President of SCP and as such may be
considered affiliated. However, there is no agreement nor contractual
relationship between the Company and SCP to perform or provide services
to the other. However, as a non-operating blank check company, the Company
is available for use by a client of SCP which wishes to use a reporting company
incident to the process of registering its securities and becoming a reporting
company.











The benefits of a business combination with the Company include:



1. Reincorporating of the private company in Delaware whose General Corporate
Law is considered favorable for the operations.



2. The recapitalization of the stock structure of the private company suitable
for public company.



3. The introduction of management of the private company to the reporting and
other requirements of a public company before commencement of trading.



4. Increased visibility of the private company among financial community.



5. Reassurance to shareholders of the private company that the process of
registering its shares for public trading has commenced and such shareholders
can begin to view filings of the company, even prior to the registration of
their own shares, on the website of the SEC.



6. The time required to view such business combination may be less than
required to prepare, draft, and file a registration statement. However,
upon completion of such business combination, the company must file a Form
8-K which includes disclosure similar to that required in a registration
statement.



There is no assurance that any of these benefits will be achieved or that
such benefits will benefit a private company.



A business combination will normally take the form of a merger,
stock-for-stock exchange or stock -for-assets exchange. In most instances,
a private company will wish to structure the business combination to be
within the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended.



Once a change of control of the Company has been effected, if at all, new
management may issue shares of its stock prior to filing a registration
statement pursuant to the Securities Act of 1933 and such shares will be
governed by the rules and regulations of the Securities and Exchange
Commission regarding the sale of unregistered securities.



The Company has not generated revenues and has no income or cash flows
from operations since inception. The continuation of the Company as a going
concern is dependent upon financial support from its stockholders.



Management has agreed to fund the expenses of the Company until a change in
control without reimbursement after which time, any future expenses will
become the responsibility of new management. Because of the nature of the
Company and its absence of on-going operations, these expenses are expected
to be relatively low.









Aspects of a Public Company.



There are certain perceived benefits to being a public company whose
securities are traded publicly:



These are commonly thought to include the following:



1. Increased visibility in the financial community;



2. Increased valuation;



3. Greater ease in raising capital;



4. Compensation of key employees through stock options for which there may
be a market valuation;



5. Enhanced corporate image.



There are also certain perceived disadvantages to being a public company.



They are commonly thought to include the following:



1. Requirement for audited financial statements which the company may find to
be of significant cost;



2. Required publication of corporate information and biographical information
on the management which the company may perceive as private or competitive
information;



3. Required filings of periodic and episodic reports with the Securities
and Exchange Commission which can be time consuming.



Potential Private Companies.



Business entities, if any which may be interested in a combination, with the
Company, may include the following:



1. A company for which a primary purpose of becoming public is the use of its
securities for the acquisition of assets or businesses;



2. A company which is unable to find an underwriter of its securities or is
unable to find an underwriter of its securities on terms acceptable to it;



3. A company which wishes to become public with less dilution of its
securities than would occur upon an underwriting;







A company which believes it will be able to obtain investment capital on more
favorable terms after it has become public;



4. A foreign company which may wish an initial entry into the United States
securities market;



5. A special situation company, such as company seeking a public market to
satisfy redemption requirements under a qualified Employee Stock Option Plan;



6. A company seeking one or more of other perceived benefits of becoming a
public company.



A business combination with a private company will normally involve the
transfer to the private company of the majority of the of the issued and
outstanding common stock of the Company and the substitution by the private
company of its own management and the board of directors.



The proposed business activities described herein classify the Company as a
blank check company. The Securities and Exchange Commission and certain states
have enacted statutes, rules and regulations regarding sale of securities of
blank check companies. The Company will not make any effort to cause a market
to develop in its securities until the Company has successfully implemented a
business combination and it is no longer classified as a blank check company.



The Company is voluntarily filing this registration statement with the
Securities and Exchange Commission and is under no obligation to do so under
the Exchange Act. The Company will continue to file all reports required of it
under the Exchange Act until a business combination has occurred. A business
combination will normally result in a change in control and management of the
Company. Since a principal benefit of a business combination with the Company
would normally be considered its status as a reporting company, it is
anticipated that the Company will continue to file reports under the Exchange
Act following a business combination. No assurance can be given that this
would occur, if it does, for how long.



Quintin G Wilcox Esq. is the President and Director of the Company.
Mark A Jones is the Vice-President and Director of the Company.



The Company has no employees nor any other persons other than Mr. Wilcox and
Mr. Jones who devote all their time to its affairs. All references herein to
management of the Company refers to Mr. Wilcox and Mr. Jones. The inability
at any time of either of these individuals to devote sufficient attention to
the Company could have material adverse effect on its operations.



















Glossary



Blank Check Company As used herein, a blank check company is a development
stage company that has no specific business plan or purpose or has indicated
that its business plan is to engage in a merger or acquisition with an
unidentified company or companies.





Business combination Normally a merger, stock-for-stock or stock for assets
exchange with a private company or the shareholders of the private company.



Emerging Growth

Company A company with an initial public offering of common equity securities
which occurred after December 8, 2011 and has less than $1 billion of total
annual gross revenues during the last completed fiscal year.



Briarwood Holdings Group

or the Company The corporation whose common stock is the subject of this
registration statement.



Exchange Act The Securities Exchange Act of 1934, as amended.



Securities Act The Securities Act of 1933, as amended.



Reporting Company A company with a class of securities registered under the
Section 12 of the Securities Exchange Act of 1934.



Jumpstart Our Business Startups Act.



The disclosure below discusses generally the terms of the Jumpstart Our
Business Startups Act. Currently, the Company is without operations or
revenues and as such does not anticipate that it will affect certain
transactions covered by such Act until, if at all, a change in the
control of the Company is affected. Until at such time the Company
effects a change in control, it does not expect that it will benefit
from the exemptions of certain financial disclosures required in a
registration statement as well as the simplification of the sale of
securities and the relaxation of general solicitation for Rule 506 Offerings.



In April 2012, the Jumpstart Our Business Startups Act (JOBS Act) was
enacted into law. The JOBS Act provides among other things:







Exemptions for emerging growth companies from certain financial disclosures
and governance requirements for up to five (5) years and provides a new form
of financing for small companies;



1. Amendments to certain provisions of the federal securities laws to
simplify the sale of securities and increase the threshold number of record
holders required to trigger the reporting requirements of the Securities
Act of 1934;




2. Relaxation of the general solicitation and general advertisement
prohibition for Rule 506 Offerings;



3. Adoption of new exemption for public offerings of securities in
amounts not exceeding $50 million; and



4. Exemption from registration by a non-reporting company offers and
sale of securities of up to $1,000,000.00 that complies with rules to
be adopted by the SEC pursuant to Section 4(6) of the Securities Act
and such sales are exempt from state law registration, documentation
or offering requirements.



In general, under the JOBS Act, a company is an emerging growth company
if its initial public offering (IPO) of common equity securities was effected
after December 8, 2011 and the company had less than $1 billion of total
annual gross revenues during its last completed fiscal year.  A company
will no longer qualify as an emerging growth company after the earliest of:



1. the completion of the fiscal year in which the company has total annual
gross revenue of $1 billion or more;



2. the completion of the fiscal year of the fifth anniversary of companys IPO;



3. the companys issuance of more than $1 billion in nonconvertible debt in
the prior three-year period, or



4. the company becoming a larger accelerated filer as defined under the
Securities Exchange Act of 1934.



The Company that meets the definition of an emerging growth company will
be affected by some of the changes provided in the JOBS Act and certain of
the new exemptions. The JOBS Act provides additional new guidelines and
exemptions for non-reporting companies and for non-public offerings.




The exemptions that impact the Company are discussed below:



Financial Disclosure. The financial disclosure in a registration statement
filed by an emerging growth company pursuant to the Securities Act of 1933
will differ from the registration statements filed by other companies as
follows:







audited financial statements for only two fiscal years;



1. selected financial data required for only the fiscal years that were
audited;



2. executive compensation only needs to be presented in limited format now
required for smaller reporting companies (A smaller reporting company is one
with a public float of less than $75 million as of the last date of its most
recently completed second fiscal quarter).



However, the requirements for financial disclosure provided by Regulation
S-X promulgated by the Rules and Regulations of the SEC already provide
certain of these exemptions for smaller reporting companies. The Company
is a smaller reporting company. Currently, a smaller reporting company is
not required to file, as part of its registration statement, selected
financial data, and only needs audited financial statements for its two most
current fiscal years and no tabular disclosure of contractual obligations.



The JOBS Act also exempts the Companys independent registered accounting
firm from complying with any rules adopted by the Public Company Accounting
Oversight Board (PCAOB) after the date of the JOBS Acts enactment,
except as otherwise required by SEC rule.



The JOBS Act also exempts an emerging growth company from any requirement
adopted by the PCAOB for mandatory rotation of the Companys accounting firm
or for supplemental auditor report about the audit.



Internal Control Attestation: The JOBS Act also provides an exemption from the
requirement of the Companys independent registered public accounting firm to
file a report on the Companys internal control over financial reporting,
although management of the Company is still required to file its report on
the adequacy of the Companys internal control over financial reporting.



Section 102(a) of the jobs Act goes on to exempt emerging growth companies
from the requirements in the 34 Act Section 14A(e) for companies with a class
of securities registered under the 34 Act to hold shareholder vote for
executive compensation and golden parachutes.



Other Items of the JOBS Act. The JOBS Act also provides that an emerging
growth company can communicate with potential investors that are qualified
institutional investors or institutions that are accredited to determine
interest in a contemplated offering either prior to or after the date of
filing the respective registration statement. The Act also permits research
reports by a broker-dealer about an emerging growth company regardless if
such report provides sufficient information for investment decision.



Section 106 of the JOBS Act permits emerging growth companies to submit 1933
Act registration statements on a confidential basis provided that the
registrations statement and all amendments are filed within 21 days before
the issuer conducts any road show. This is intended to allow the emerging
growth company to explore the IPO option without disclosing to the market
the fact that it is seeking to go public or disclosing the information
contained in its registration statement until the company is ready to
conduct a roadshow.





Election to Opt. Out of Transition Period. Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with
new or revised financial accounting standards until private companies
(that is those that have not had a 33 Act registration statement declared
effective or do not have a class of securities registered under the 1934 Act)
are required to comply with the new or revised financial accounting standard.



The JOBS Act provides that a company can elect to opt out of the extended
transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable.



ITEM 1A  Risk Factors.



The business of the Company is subject to numerous risk factors. The
following are the material risk factors regarding the business of the Company:



The Company has no operations to date and it is not expected to begin any
operations until a change in control, if then.



The Company has no operating history nor revenue with minimal assets and
operates at a loss and its continuation as a going concern is dependent
upon support from its stockholders or obtaining additional capital.



The Company has not generated any revenues and has no income or cash flow
from operations since its inception. The Company has sustained losses to
date and will, likely, continue to sustain expenses without corresponding
revenues, at least until consummation of a business combination.



Management will pay all expenses incurred by the Company until a business
combination is effected, without repayment. There is no assurance that the
Company will ever be profitable.



The Companys independent auditors have issued a report questioning the
Companys ability to continue as a going concern.



The report of the Companys independent auditors contained in the Companys
financial statements includes a paragraph that explains that the Company has
recurring losses and has accumulated deficit. These matters raise substantial
doubts regarding the Companys ability to continue as a going concern without
the infusion of capital through the sale of securities or through development
of its operations or by effecting a business combination. Even in such cases,
there is no assurance that the Company can create operations that can result
in positive revenues. Without such, the Company will not be able to continue.



The Company is a shell company and as such, shareholders cannot rely on the
provisions of Rule 144 for resale of their shares until certain conditions
are met:



The Company is a shell company as defined under Rule 405 of the Securities
Act of 1933 as a registrant that has no or nominal operations and either no
or nominal assets, or assets consisting





only of cash or cash equivalents and/or other nominal assets. As securities
issued by a shell company, the securities issued by the Company can only be
resold by filing a registration statement for those shares or utilizing the
provisions of Rule 144  once certain conditions are met, to wit: (i) the
Company has ceased to be a shell company (ii) the Company is subject to
the reporting requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, (iii) the Company has filed all required reports under the
Exchange Act of the preceding 12 months and (iv) one year has elapsed since
the Company filed Form 10 information.



Thus a shareholder of the Company will not be able to sell its shares until
such time as a registration statement for those shares is filed or the Company
has ceased to be a shell company either by effecting a business combination
or by developmental growth, the Company has remained current on its Exchange
Act filings for 12 months and the Company has filed the information as would
 be required by a Form 10 filing (e.g., audited financial statements,
 management information and compensation,  shareholder information, etc.)



The Company has only two directors, officers and beneficial shareholders
and as such may not benefit from diverse and multiple opinions.



The officers and directors of the Company are Quintin Wilcox and Mark A. Jones.
Because management consists of only these two persons, the Company does not
benefit from multiple judgments that a greater number of directors or officers
would provide. The Company would rely completely on the judgment of its
officers and directors when selecting a company. Mr. Wilcox and Mr. Jones
anticipate devoting only a limited amount of time to the business of the
Company. Neither Wilcox nor Jones has entered into written employment
agreements with the Company and they are not expected to do so. The
Company has not obtained key man life insurance on either officer or
director. The loss of the services of either Wilcox or Jones could adversely
affect the development of the business of the Company and its likelihood of
commencing operations.



Some former blank check companies do not always continue as public companies.



Quintin Wilcox and Mark A. Jones through SCP would and intend to work with
many companies, some start up and others on-going, that wish to become public
companies. Being a public company involves many requirements including, but
not limited to, regular public reporting and disclosure requirements,
accounting expenses, including annual audit, officer and director limitations
on sale of securities. Not all companies nor management thereof are able to
meet the obligations of being a public company and many of the companies
with which management of the Company may work with for whatever reason, may
chose not to proceed as a public company and either become delinquent on the
required 1934 Exchange Act filings resulting in automatic revocation of the
registration or have filed a Form 15 voluntarily terminating the registration.



Indemnification of officers and directors may put the Companys assets at risk.



The Certificate of Incorporation of the Company provides that the Company may
indemnify officers and directors of the Company for liabilities which can
include liabilities arising under the securities laws. Assets of the Company
could be used or attached to satisfy any liabilities subject to such
attachment.







The voting control by the current shareholders who are also the sole directors
and officers gives shareholders the ability to change the business plan of the
Company.



Current shareholders of the Company are also its officers and directors and
hold 100% of the outstanding stock of the Company. As such these shareholders
are in control of the Company and its direction and business plan. Although
these officers/shareholders/directors are the initial creators of the Company
and created the Company for the purposes stated in the registration statement,
as controlling shareholders, these shareholders have the ability to change the
purpose and direction of the Company without further amendment to the
registration statement.



The Companys election not to opt out of the JOBS Act extended accounting
transition period may not make its financial statement easily comparable to
other companies.



Pursuant to the JOBS Act of 2012, as an emerging growth company, the Company
can elect to opt out of the extended transition period for any or revised
accounting standards that may be issued by the PCOAB or the SEC. The Company
has elected not to opt out of such extended transition period which means
when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company,
can adopt the standard for a private company. This may make the comparison of
the Companys financial statements with any other public company which is not
either an emerging growth company nor an emerging growth company which has
opted out of using the extended transition period difficult or impossible
as possible different or revised standards may be used.



The proposed operations of the Company are speculative.



The success of the proposed business plan of the Company will depend to a
great extent on the operations, financial condition and management of the
private company which combines with the Company. While business combinations
with entities that have established operating histories are preferred, there
can be no assurance that the Company will be successful in locating candidates
meeting such criteria. The decision to enter into a business combination will
likely be made without detailed feasibility studies, independent analysis,
market surveys or similar information which, if the Company had more funds
available to it, would be desirable. In the event the Company completes a
business combination; the success of its operations will be dependent upon
the management of the private company and numerous other factors beyond the
control of the Company. There is no assurance that the Company can identify
a company and consummate a business combination.



The Company will seek only one business combination and as such there is no
diversification of investment.



The purpose of the Company is to enter a business combination with a business
entity which desires the perceived advantages of effecting a business
combination with an existing company which has a class of securities registered
under the Exchange Act. The Company may participate in a business venture of
virtually any kind or nature and it will not restrict its search to any
specific business, industry or geographical location. Management anticipates
that the Company will be able





to participate in any one potential business combination because the Company
has nominal assets and limited financial resources. The lack of diversification
should be considered a substantial risk to the shareholders of the Company
because it will not permit the Company to offset potential losses from one
venture against gains from another.



The Company is primarily dependent on SCP to seek and secure a business
combination.



The President of SCP is a director, President and shareholder of the Company.
SCP assists companies in becoming public companies and assist companies with
introductions to the financial community. Although there is no agreement nor
contractual relationship between the Company and SCP to perform or provide
services, the Company is available to use a reporting company incident to
the process of registering its securities and becoming a reporting company.
The Company is dependent primarily on SCP in order to locate an entity with
which to effect a business combination. Without such business combination,
it is unlikely that the Company will develop any business plan or operations
or revenues and will remain a shell company. In addition, such reliance may
result in the Company missing other business combination opportunities
otherwise available outside SCP.



There is a scarcity of and competition for business opportunities and
combinations.



The Company is and will continue to be an insignificant participant in the
business of seeking mergers with and acquisitions of business entities. A
large number of established and well-financed entities, including venture
capital firms, are active in mergers and acquisitions of companies which may
be merger and acquisition candidates for the Company. Nearly all such entities
have significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the Company
will be at competitive disadvantage in identifying possible business
combinations and successfully completing a business combination. Moreover,
the Company will also compete with numerous other small public companies in
seeking merger or acquisition candidates.



There is no agreement for business combination and no minimum requirements
for business combination.



SCP is continually in discussions with various entities who are considering
the use of a reporting company as part of the process of going public. In
these discussions, SCP will explain the various options of becoming a reporting
company including the use of an existing public reporting company such as the
Company. As of the date of this registration statement, the Company has no
arrangement, agreement or understanding with respect to engaging in a business
combination with a specific entity. When, if at all, the Company enters into a
business combination, it will file the required reports with the Securities and
Exchange Commission. There can be no assurance that the Company will be
successful in identifying and evaluating suitable business opportunities or
in concluding a business combination. No particular industry or specific
business within an industry has been selected. The Company has not established
a specific length of operating history or a specified level of earnings,
assets, net worth or other criteria which it will require a private company
to have achieved, or without which the Company will not consider a business
combination with such business entity. Accordingly, the business may enter
into a business





combination with a business entity having no significant operating history,
losses, limited or no potential for immediate earnings, limited assets,
negative net worth and other negative characteristics. There is no assurance
that the Company will be able to negotiate a business combination on terms
favorable to the Company.



Reporting requirements may delay or preclude acquisition.



Pursuant to the requirements of Section 13 of the Exchange Act, the Company
is required to provide certain information about significant acquisitions
including audited financial statements of the acquired company. Obtaining
audited financial statements is the economic responsibility of the private
company. The additional time and costs that may be incurred by some potential
companies to prepare such financial statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by
the Company. Prospects that do not have or unable to obtain the required
audited financial statements may not be appropriate for acquisition so long
as the reporting requirements of the Exchange Act are applicable.



Notwithstanding a companys agreement to obtain audited financial statements
within the required time frame, such audited financial statements may not be
available to the Company at the time of entering into an agreement for a
business combination. In cases where the audited financial statements are not
available, the Company will have to rely upon information that has not been
verified by outside auditors in making its decision to engage in a transaction
with the business entity. This risk increases the prospect that a business
combination with such a company may prove to be an unfavorable one for the
Company.



Possible Regulation under the Investment Company Act which, if imposed,
would substantially increase reporting and compliance costs and regulations.



In the event the Company engages in business combinations which result in the
Company holding passive investment interests in a number of entities, the
Company will be subject to regulation under the Investment Company Act of 1940.
Passive investment interests, as used in the Investment Company Act,
essentially means investments held by entities which do not management or
consulting services or are not involved in the business whose securities are
held. In such event, the Company would be required to register as an
investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from
the Securities and Exchange Commission as to the status of the Company under
the Investment Company Act of 1940. Any violation of such Act could subject
the Company to material adverse consequences.



The Company will probably effect a change in control and management and
biographies and objectives of such management and its impact on the Company
are unknown.



A business combination involving the issuance of common stock of the Company
will, in all likelihood, result in shareholders of the private company
obtaining a controlling interest in the Company. As a condition of the
business combination agreement, the shareholders of the Company may agree
to sell, transfer or retire all or a portion of their stock of the Company
to provide the target company with all or majority control. The resulting
change of the control of the Company





will likely result in the removal of the present officers and directors of the
Company and a corresponding reduction in or elimination of their participation
in the future affairs of the Company.



The Company will probably effect business combination which may have a
possible impact on the value of the shares of its common stock.



A business combination normally will involve the issuance of a significant
number of additional shares. Depending on the assets of the Company acquired
in such business combination, the per share value of the common stock of the
Company may increase or decrease, perhaps significantly, after such business
combination. At the present time, the Company is a blank check company
without revenues or operations and there is no share value other than the
initial capital contribution of its initial shareholders. Therefore,
reliance on the current information regarding the current book value is
probably not a good indication of future value of the stock as such value
may decrease or increase after such business combination.



Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination the Company may undertake.



Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as
to minimize the federal and state tax consequences to both the Company and
the private company; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization
or that the parties will obtain the intended tax-free treatment upon a
transfer of stock or assets. A non-qualifying reorganization could result in
the imposition of both federal and state taxes which may have an adverse
effect on both parties to the transaction. Any potential acquisition or
merger with a foreign company may create additional risks.



It is possible that the Company will enter into a business combination with
a foreign entity and will therefore be subject risks and taxes that are
currently unknown and the impact which is presently unpredictable.



If the Company enters into a business combination with a foreign concern, it
will be subject to risks inherent to business operations outside the United
States. These risks include, for example, currency fluctuations, regulatory
problems, punitive tariffs, unstable local tax policies, trade embargoes,
risks related to shipment of raw materials and finished goods across national
boundaries and cultural and language differences. Foreign economies may differ
favorably or unfavorably from the United States economy in growth of gross
national product, rate of inflation, market development, rate of savings,
capital investments, resource self-sufficiency, balance of payments positions
and in other respects. Any business combination with a foreign company may
result in control of the Company by persons or individuals who are not
residents of the United States and in assets which are located outside
the United States, either of which could significantly reduce the ability of
shareholders to seek or enforce legal remedies against the Company.









ITEM 2. FINANCIAL INFORMATION.



PLAN OF OPERATION



The Company has no operating history nor any revenues or earnings from
operations. The Company has no significant assets or financial resources.
The Company has not generated any revenues and has no income or cash flow
from operations since inception. The Company has sustained losses to date
and will, in all likelihood, continue to sustain expanse without corresponding
revenues, at least until the consummation of a business combination.



The continuation of the Company as a going concern is dependent upon financial
support from its stockholders, the ability of the Company to obtain equity
financing to continue operations, and successfully effecting a business
combination. Management will pay all the expenses incurred by the Company
until a business combination is effected without repayment.



There is no assurance the Company will ever be profitable.



The Company has no operations nor does it currently engage in any business
activities generating revenues. The Companys principal business objective for
the following 12 months is to be used in a business combination with a private
company as part of that companys process to become a public company.



The Company anticipates that during the 12 months following the date of this
registration statement, it will incur costs related to (i) filing reports as
required by the Securities Exchange Act of 1934, including accounting fee and
(ii) payment of annual corporate fees. It is anticipated that such expenses
will not exceed $5,000.00 although management has not set a limit on the
amount of expenses it will pay on behalf of the Company. Management has
agreed to fund the expenses of the Company until a change in control without
reimbursement after which time such expenses will become the responsibility
of new management. Because of the nature of the Company and its absence of
on-going operations, these expenses are expected to be relatively low.



Business Combination with a Private Company.



SCPs private companies in becoming public reporting companies, including
preparing and filing a registration statement and in introducing to brokers
and market makers. Such services may include, if and when appropriate,
effecting a business combination with an existing reporting company, such
as the Company.



SCP is often in various stages of discussions with potential private companies
which may wish to utilize an existing public company to effect a business
combination. At the time a decision is made to combine a private company with
the Company, the Company will make an appropriate filing reporting that event.



The Company will not make any independent search for a possible private
company nor will it retain or use any entity to identify or analyze the
merits of a private company. The Company will





effect a business combination with a private company as part of the process
of the private company becoming a public reporting company.



Management of the Company.



The Company has no full-time employees. Quintin Wilcox and Mark A. Jones are
the officers and directors of the Company and its shareholders. Mr. Wilcox as
President of the Company and Mr. Jones as the Vice President, will allocate a
limited portion of time to the activities of the Company without compensation.
Potential conflicts may arise with respect to the limited time commitment by
management and the potential demands of the activities of the Company.



The amount of time spent by Mr. Wilcox or Mr. Jones on the activities of the
Company is not predictable. Such time may vary widely from an extensive amount
when reviewing a company and effecting a business combination to an essentially
quite time when activities of management focus elsewhere. It is impossible to
predict the amount of time that will actually be required to spend to review
suitable companies.



General Business Plan.



The purpose of the Company is to effect a business combination with a business
entity which chooses to become a public company by a combination with a
reporting company and desires to seek the perceived advantages of a
corporation. which has a class of securities registered under the Exchange Act.



The Company will not be restricted to any specific business, industry, or
geographical location and the Company may participate in a business venture of
virtually any kind or nature. Although the Company will not search for a
target company itself, it will however, be available for use by any client of
SCP which wishes to use a reporting company incident to the process of
registering its securities and becoming a reporting company.



Management anticipates that it will be able to participate in only one
potential business venture because the Company has nominal assets and limited
financial resources. This lack of diversification should be considered a
substantial risk to the shareholders of the Company because it will not
permit the Company to offset potential losses from one venture against
gains from another venture.



The private company with which the Company may effect a business combination
may have recently commenced operations, or may wish to a utilize the public
marketplace in order to raise additional capital in order to expand into new
products or markets, to develop a new product or service, or for other
corporate purposes.



After a change in control of the Company and after a subsequent business
combination, if any, the current shareholders of the Company will likely
retain an equity interest in the Company, which would be a non-controlling
equity interest. The current officers and directors of the Company will not
be the officers nor directors after any change in control.







Business opportunities may be available in many different industries and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities complex and difficult.



The Company has, and will continue to have, no capital with which to provide
to provide the owners of business entities with any such cash or other assets.



Sixty days after the initial filing of this registration statement, the
Company will automatically be subject to the reporting requirements of the
Securities Exchange Act of 1934. Included in these requirements is the duty
of the Company to file audited financial statements reporting a business
combination which is required to be filed with the Securities Exchange
Commission upon completion of the combination.



Because of the time required to prepare financial statements, a private
company which has entered into a business combination agreement may wish
to take control of the Company before it has completed its audit. Among other
things, this will allow the private company to announce the pending
combination through filings with the Securities and Exchange Commission
which will then be available to the financial community, potential investors
and others. In such case, the Company will only have access to unaudited and
possibly limited financial information about the private company in making a
decision to combine with that company.



Public Market for the Company Shares.



It is likely that after a change in control and a possible subsequent business
combination with a private company thereafter, the resultant new management of
the Company will desire to have the Companys shares listed or quoted on the
over-the-counter bulletin board or in the electronic OTC Markets Group Inc.
(formerly, Pink OTC Markets, Inc.) present management does not intend to make
such an application or seek such qualification for public trading of the
shares but SCP will assist such action of new management as part of its
services.



A potential private company should be aware that the market price and trading
volume of the securities of the Company, when and if listed for secondary
trading, may depend in great measure upon the willingness and efforts of a
successor management to encourage interest in the Company within the United
States financial community. The Company does not have the market support of
an underwriter that would normally follow a public offering of its securities.
Initial market makers are likely to simply post a bid and asked prices and are
unlikely to take positions in the Companys securities for their own account
or customers without active encouragement and a basis for doing so. In
addition, certain market makers may take short positions in the Companys
securities, which may result in a significant pressure on the market price.



Terms of a Business Combination.



In implementing a structure for a particular business combination, the
Company may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement with another corporation or entity. On
the consummation of a change in control, it is likely that the present
management and shareholders of the Company will no longer be in control
of the Company. In





addition, it is likely that the officers and directors of the Company will,
as part of the terms of change in control, resign and be replaced by one or
more new officers and directors.



It is anticipated that any securities issued in any business combination
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. The Company will likely register all or a
part of such securities for public trading after the transaction was
consummated. If such registration occurs, it will be undertaken by the
surviving entity after the Company has entered into an agreement for a
business combination or has consummated a business combination and the
Company is no longer considered a blank check company. The issuance of
additional securities and their potential sale in any trading market which
may develop in the securities of the Company may depress the market value of
the securities of the Company in the future if such market develops, of which
there is no assurance.



While the terms of a business transaction to which the Company may be a party
cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and
thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.



The current officers and directors of the Company will provide their services
without charge or any future repayment by the Company until such time as a
change in control is effected and they no longer serve as officers or
directors. After effecting a change in control and any possible subsequent
business combination, it is likely that the current shareholders will retain
a non-controlling share ownership in the Company.



Competition



The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company. In view of the Companys combined extremely limited financial
resources and limited management availability, the Company will continue to
be at a significant competitive disadvantage compared to the Companys
competitors.



Item 3. PROPERTIES



The Company has no properties at this time and has no agreements to acquire
properties. The Company currently uses the offices of management in Newark,
NJ at no cost to the Company. Management will continue this arrangement until
the Company completes a business combination.



ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.



The following table sets forth each person known by the Company to be the
beneficial owner of 5 percent or more of the common stock of the Company,
all the directors individually and all directors and officers of the Company
as a group. Except as noted, each person has sole voting and investment power
with respect to the shares shown:







Name of                   Amount of                    Percentage

Beneficial Owner          Beneficial Ownership          of class



Quintin G. Wilcox (1)             49,000,000           49%

1946 Briarwood Ct

Atlanta, GA 30329





Mark A. Jones (2)                 51,000,000           51%

1946 Briarwood Ct

Atlanta, GA 30329



All Executive Officers and       100,000,000           100%

Directors as a Group (2 Persons)















(1)   Quintin Wilcox is President, Secretary and Director of the Company.



(2) Mark A. Jones is Vice-President and Director of the Company.



ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS



The Company has two directors and officers as follows:



Name/Age Position and Offices Held



Quintin Wilcox 62 President, Secretary and Director



Mark A. Jones 43 Vice President and Director.



Set forth below are the names of the directors and officers of the Company, all
positions and offices held and the business experience during at least the last
five years.



Quintin Wilcox is our President, Secretary and Director.  Mr. Wilcox



Mark A. Jones is our Vice President and Director. (Need Bio)



There are no agreements or understandings for the above-named directors or
officers to resign at the request of another person and the above-named
officers and directors are not acting on behalf of nor will act at the
direction of any other person.



Recent Blank Check Companies.



Quintin Wilcox, the President and Director of the Company and Jones E. Jones,
the Vice-President and Director of the Company are not involved with other
existing blank check companies and/or with blank check companies that have
had a change in control or change in management and directors and/or have
effected a business combination.



Although Wilcox and Jones have no prior involvement with blank check companies,
Wilcox and Jones intend to launch blank check companies in the future.
The initial business purpose of each of such future companies will be to
engage in business combination with an unidentified private company or
companies and each such company will remain a blank check company until
the completion of a business combination.



Wilcox and Jones through SCP will work with many companies, some startups and
others on-going, that wish to become public companies. Although they counsel
management of these companies on the requirements, disclosure, expense and
limitations that being a public company encompasses not all companies nor
management thereof will be able to meet the obligations of being a public
company. A number of companies for whatever reason will chose not to proceed
and either become delinquent on the required 1934 Exchange Act filings
requirements resulting in automatic revocation of their registrations of
file a Form 15 voluntarily terminating their registrations.







Each such company that wishes to go public will independently negotiate with
SCP to assist it in going public. Essentially, their choice of going public
will be to use an existing reporting company as a vehicle rather than to go
public by directly filing a registration statement pursuant to the Securities
Act of 1933. The companies will pay SCP for its assistance in choosing the
method by which to go public, the process of going public and for its on-going
service for introductions into the brokerage community.



For its complete package of services, including taking a company public whether
by merger with a public company or direct registration statement, preparation
of a registration statement on Form S-1 for registration of its securities,
assistance in corporate structuring, introductions to the brokerage community
and review of documents or materials intended to be used by the private
company once it becomes a public reporting company, SCP will receive
compensation in the range of $100,000.00.



SCP will engage the law firm which provides the services to assist the company
in its desired transactions, including preparation of the legal documentation
required for the client company to take control of a reporting company and to
commence filing its periodic reports. SCP will utilize the services of Quintin
Wilcox, which the President of SCP is also the principal.



A change in control of a company will not change that companys status as a
shell company. Once a company effects a business combination such as a merger
with a company with operations, revenues, a business plan or other corporate
structure, then at that time, the Companys structure as a shell company may
change. At such time, such company will file a Form 8-k noticing the business
combination information and notice of change in its structure.



Conflict of Interest.



The officers and directors of the Company will organize and expect to organize
other companies with identical structure, purpose, officers and directors and
shareholders, except for name. As and when created, no one blank check company,
offers management any more favorable terms. As such management believes there
are no conflict of interest with the companies.



After SCP engages a private company that wishes to become a public company and
the decision is made to utilize a blank check company as part of the process,
the client of SCP will choose one of such blank check companies at random. In
addition, any negotiation with such private company as to the amount of equity
interest to be retained by the then current shareholders, if any, and all other
compensation or consulting arrangements occur before the actual selection of
the exact blank check company to be used. Thus, no conflict arises for
management between any of the blank check companies nor is there any
favorable positive or negative competition position for management with
any of the blank check companies.



Mr. Wilcox and/or Mr. Jones may become associated with additional blank
companies prior to the time that the Company has effected a business
combination.



Mr. Wilcox is the Principal of Quintin Wilcox, Esq. a corporate and patient
law firm. As such, demands may be placed on the time of Mr. Wilcox which will
detract from amount of time





he is able to devote to the Company. Mr. Wilcox intends to devote as much
time to the activities of the Company as required. However, should as
conflict arise, there is no assurance that Mr. Wilcox would not attend to
other matters prior to the Company.



At the time of a business combination, some or all of the shares of common
stock owned by the current shareholders may be retired or redeemed by the
Company. The amount of common stock which may be sold or continued to be
owned by the current shareholders cannot be determined at this time. The
terms of a business combination for nominal payment by cash to the current
shareholders for the retirement of all or part of the common stock owned by
them.



Investment Company Act of 1940.



Although the Company will be subject to regulation under the Securities Act
and the Exchange Act, management believes the Company will not be subject to
regulation under the Investment Company Act of 1940 in so far as the Company
will not be engaged in the business of investing or trading in securities.



In the event the Company engages in business combinations which results in the
Company holding passive interests in a number of entities, the Company could be
subject to regulation under the Investment Company Act of 1940. In such event,
the Company will be required to register as an investment company and could be
expected to incur significant registration and compliance costs. The Company
has obtained no formal determination from the Securities and Exchange
Commission as to the status of the Company under the Investment Act of
1940. Any violation of such Act will subject the Company to material
adverse consequences.



ITEM 6.   EXECUTIVE COMPENSATION.



The officers and directors of the Company do not receive any compensation
for services to the Company, have not received such compensation in the past,
and are not accruing any such compensation. However, the officers and
directors of the Company are also shareholders and anticipate receiving
possible benefits as shareholders if the value of the shares of the
Company increase after a business transaction is effected as in such
business transaction, they will likely retain some of their shares in the
Company and will benefit from any such increase in share value.



No retirement, pension, profit sharing or stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.



ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.



The Company has issued a total of 100,000,000 shares of founder common stock
pursuant to Section 4(2) of the Securities Act. Mr. Wilcox is President,
Director and shareholder of the Company. Mr. Jones is Vice-President, Director
and shareholder of the Company. As organizers and developer of the Company,
Wilcox and Jones may be considered promoters of the Registrant.







The Company is not currently required to maintain an independent director as
defined in Rule 4200 of the Nasdaq Capital Market nor does it anticipate that
it will be applying for listing of its securities on an exchange in which an
independent directorship is required. It is likely that neither Wilcox nor
Jones would be considered independent directors if the Company were to do so.



ITEM 8 LEGAL PROCEEDINGS



There is no litigation pending or threatened by or against the Company.



ITEM 9 MARKET PRICE AND DIVIDENDS IN THE REGISTRANTS COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.



(a) Market Price. There is no trading market for the Companys common stock
and there has been no trading market to date. There is no assurance that a
trading market will ever develop or, if such market does develop, that it will
continue. There is no common or other equity subject to any outstanding options
or warrants or any securities convertible into common stock of the Company,
nor is there any common stock currently being publicly offered by the Company.
At the time of this registration, no shares issued by the Company are available
for sale pursuant to Rule 144 promulgated under the Rules and Regulations of
the Securities and Exchange Commission, but after the requisite holding period,
the shareholders of the Company could offer their shares for sale pursuant to
such rule. However, all the stockholders of the Company are officers and
directors and as such, subject to the rules governing affiliated persons for
sales pursuant to Rule 144.



Pursuant to Rule 144(i), of the Securities Act of 1933, the safe harbor
provisions of Rule 144 are not available to shareholders of the Company and
will continue to be unavailable until at least one year after the Company
ceases to be a company with no or nominal operations and has filed all reports
and other materials required be filed under Section 13 or 15(d) of the Exchange
Act as applicable, during the preceding 12 months.



(b) Holders. The issued and outstanding shares of common stock of the Company
were issued to shareholders in accordance with the exemptions from registration
afforded under Section 4(2) of the Securities Act of 1933.



(c) Dividends. The Company has not paid dividends to date, and has no plans to
do so in the immediate future. The Company presently intends to retain all
earnings, if any, for use in the business operations and accordingly, the Board
of Directors does not anticipate declaring any dividends prior to a business
combination. Dividends, if any, would be contingent upon the Companys
revenues and earnings, if any, capital requirements and financial conditions.
The payment of dividends would be within the discretion of the Board of
Directors of the Company.













ITEM 10.RECENT SALES OF UNREGISTERED SECURITIES



During the past three years, the Company has issued 100,000,000 common shares
pursuant to Section 4(2) of the Securities Act of 1933 to its founders.



On December 30, 2016, the Company issued the following shares of its
common stock:



Name Number of Shares



Quintin Wilcox (1) 49,000,000



Mark A. Jones (2)   51,000,000



(1)   Quintin is President, Secretary and Director of the Company.



(2) Mark A. Jones is the Vice-President and Director of the Company.



ITEM 11. DESCRIPTION OF REGISTRANTS SECURITIES TO BE REGISTERED.



The authorized capital stock of the Company consists of 100,000,000 shares of
common stock, par value $0.0001, of which there are 100,000,000 issued and
outstanding and 100,000,000 shares of preferred stock, par value $0.0001 per
share, of which none have been designated or issued.



The following statements relating to the capital stock set forth the material
terms of the securities of the Company; however, reference is made to the more
detailed provisions of, and such statements are qualified in their entirety by
reference to, the Certificate of Incorporation and the By-Laws, copies of which
are filed as exhibits to this registration statement.



Common Stock



Holders of shares of common stock are entitled to one vote for each share on
all matters to be voted on by the stockholders. Holders of common stock do not
have cumulative voting rights. Holders of common stock are entitled to share
ratably on dividends, if any, as may be declared from time to time by the Board
of Directors of the Company in its discretion from funds legally available
therefor. In the event of a liquidation, dissolution or winding up of the
Company, the holders of the common stock are entitled to share pro rata all
assets remaining after payment in full of all liabilities. All the outstanding
shares of the common stock are fully paid and non-assessable.



Holders of common stock have no preemptive rights to purchase common stock of
the Company. There are no conversion or redemption rights or sinking funds
provisions with respect to the common stock.



Preferred Stock



The Board of Directors is authorized to provide for the issuance of shares of
preferred stock in series and, by filing a certificate pursuant to the
applicable law of Georgia to establish from time





to time, the number of shares to be included in each series and to fix the
designation, powers, preferences and rights of such series and the
qualifications, limitations and restrictions thereof without any further
vote or action by the shareholders.  Any shares of preferred stock so issued
would have priority over the common stock with respect to dividends or
liquidation rights. Any future issuance of preferred stock may have effect
of delaying, deferring or preventing change in control of the Company without
further action by the shareholders and may adversely affect the voting and
other rights of holders of the common stock. At present the Company has no
plans to issue preferred stock, nor adopt any series, preference or other
classification of preferred stock.



The issuance of shares of preferred stock or the issuance of rights to purchase
such shares, could be used to discourage any unsolicited acquisition proposal.
For instance, the issuance of a series of preferred stock might impede a
business combination by including class voting rights that would enable the
holder to block such a transaction, or facilitate a business combination by
including voting rights that would provide a required percentage vote of the
stockholders. In addition, under such circumstances, the issuance of preferred
stock could adversely affect the voting power of holders of the common stock.



Although the Board of Directors is required to make any determination to issue
stock based on its judgement as to the best interests of the stockholders of
the Company, the Board of Directors could act in a manner that would discourage
an acquisition attempt or other transaction that some or most the stockholders
might believe to be in their best interests or in which stockholders might
receive a premium for their stock over the then market price of such stock.
The Board of Directors does not at present intend to seek stockholder approval
to any issuance of currently authorized stock, unless otherwise required by
law or otherwise. The Company has no present plans to issue preferred stock.



Trading of Securities in Secondary Market.



Following business combination, a private company would normally wish to cause
the Companys common stock to trade in one or more United States securities
 markets. The private company may elect to take the steps required for such
 admission to quotation following the business combination or at some later
 time. Such steps would normally involve filing a registration statement under
 the Securities Act. Such registration statement may include securities held by
 the current shareholders or offered by the Company, including warrants, shares
 underlying warrants, and debt securities.



In order to qualify for listing on the Nasdaq Capital Market, a company must at
least (i) net tangible assets of $4,000,000 or market capitalization of
$50,000,000 or net income for two of the last three years, (ii) public float
of 1,000,000 shares with a market value of $5,000,000; (iii) a bid of $4.00;
(iv) three market makers; (v) 300 round-lot shareholders; and (vi) operating
history of one year or, if less than one year, $50,000,000 in market
capitalization. For continued listing, in the Nasdaq Capital Market, a
company must have at least (i) net tangible assets of $2,000,000 or market
capitalization of $35,000,000 or net income for two of the last three years
of $500,000; (ii) a public float of 500,000 shares with a market value of
$1,000,000; (iii) a bid price of $1.00; (iv) two market makers; and (v) 300
round-lot shareholders.







In 2011, the Nasdaq Stock Market adopted additional listing requirements for a
company that became a public reporting company by effecting a business
combination with a public shell, whether through a reverse merger, exchange
offer or otherwise. These new requirements include (i) trading for at least
one year on the OTC market or another national or foreign exchange (ii) filing
of all required information, including financial, regarding the business
combination (iii) timely filing of all required financial reports for the
prior year which will include at least one annual report filing and (iv)
maintenance of $4.00 per share price for at least 30 of the most recent 60
trading days prior to the listing application.



If, after a business combination and qualification of its securities for
trading, the company does not meet the qualification for listing on the
Nasdaq Capital Market, the company may apply for quotation of its securities
on the OTC Bulletin Board.



In order to have its securities quoted on the OTC Bulletin Board a company
must (i) be a company that reports its current financial information to the
Securities and Exchange Commission, banking regulators or insurance
regulators; and (ii) have at least one market maker who completes and
files Form 211.



The OTC Bulletin Board is a dealer-driven quotation service. Unlike the Nasdaq
Stock Market, companies cannot directly apply to be quoted on the OTC Bulletin
Board, only market makers can initiate quotes and quoted companies do not have
to meet any quantitative financial requirements. Any equity security of a
reporting company not listed on the Nasdaq Stock Market or on a national
securities exchange is eligible.



In certain cases, the Company may elect to have its securities initially
listed on the Pink Sheets published by Pink OTC Markets Inc.



In general, there is greatness liquidity for stocks traded on the Nasdaq Stock
Market, less on the OTC Bulletin Board, and least through quotation on the Pink
Sheets. It is not possible to predict where, if at all, the securities of the
Company will be traded following a business combination or qualification of
its securities for trading.



The National Securities Market Improvement Act of 1996 limited the authority
of the states to impose restrictions upon resales of securities made pursuant
to Sections 4(1) and 4(3) of the Securities Act of companies which file reports
under Section 13 or 15(d) of the Exchange Act. As a result, sales of the
Companys common stock in the secondary market by holders thereof, may be
made pursuant to Section 4(1) of the Securities Act (sales other than by an
issuer, underwriter or broker) without qualification under the state securities
acts. The resale of such shares may be subject to the holding period and other
requirements of Rule 144 of the General Rules and Regulations of the Securities
and Exchange Commission.



Additional Information



This registration statement and all other filings of the Company when made with
the Securities and Exchange Commission may be viewed and downloaded at the
Securities and Exchange Commissions website at www.sec.gov. The Company will
be subject to the reporting





requirements of the Securities Act of 1934 automatically 60 days after
filing this registration statement.



ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.



Section 145 of the General Corporation. Law of the State of Delaware provides
that a Certificate of Incorporation may contain provisions eliminating the
personal liability of a director to the corporation. or its stockholders for
monetary damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of directors duty of loyalty to the corporation or its stockholders,
(ii) for acts of omissions not in good faith or which involves intentional
conduct or a knowing violation of the law, (iii) under Section 174 (relating
to liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the Genera Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Companys Certificate of Incorporation contains such provision.



Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers or person controlling
the Company pursuant to the foregoing provisions, it is the opinion of the
Securities and Exchange Commission that such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.



ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMTARY DATA



The Company is a smaller reporting company in accordance with Regulation S-X.



ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.



The Company has not changed accountants since its formation and there are no
disagreements with the findings of its accountants.



ITEM 15 FINANCIAL STATEMENTS AND EXHIBITS



Set forth below are the audited financial statements for the Company for the
period ended December 31, 2016. The following financial statements are attached
to this report and filed as a part thereof.

























 FINANCIAL STATEMENTS FOR

 Period from December 2, 2016 (Inception)

to December 31, 2016



Report of Independent Registered Public Accounting Firm 1



Financial Statements 2-5



Notes to Financial Statements 6-10































































































BRIARWOOD HOLDINGS GROUP,INC.

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2016











































Revenues








$


                                        -















Cost of Revenue











                                        -















Gross Profit











                                        -















Operating Expenses








                                      202















Loss Before Income Taxes








                                    (202)















Income Tax Expense











                                        -















Net Loss








$


                                    (202)















Loss per Share- Basic & Diluted





$


                                        -















Weighted Average Shares-










Basic and Diluted











                              100,000,000





























The accompanying notes are an integral part of these financial statements









































BRIARWOOD HOLDINGS GROUP, INC.




STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT




FOR THE PERIOD FROM INCEPTION (DECEMBER 2, 2016) TO DECEMBER 31, 2016













































COMMON STOCK





ADDITIONAL PAID





ACCUMULATED





TOTAL STOCKHOLERS










SHARES





AMOUNT





IN CAPITAL





DEFICIT





          DEFICIT










































































Balance as of





                                                -


$


                                                -


$


                                                -


$


                                                -


$


                                                -




12/2/2016(Inception)





































































Issuance of Common Stock





100,000,000





2,000





                                         (2,000)





                                                -





                                                -







































Capital Contribution





                                                -





                                                -





                                              202





                                                -





                                             202







































Net Loss





                                                -





                                                -





                                                -





                                            (202)





                                           (202)







































Balance as of December 31, 2016





                                  100,000,000





                                          2,000





                                         (1,798)





                                            (202)





                                                -







































The accompanying notes are an integral part of these financial statements














































BRIARWOOD HOLDINGS GROUP, INC.

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2016











































Net Loss








$


                                          (202)















Adjustments to reconcile net loss to net cash










   used in operating activities:













Expenses paid for by stockholders and contributed as capital





                                            202















Net cash provided by (used in) operating activities








                                               -















CASH FLOWS FROM INVESTING ACTIVITIES








                                               -















CASH FLOWS FROM FINANCING ACTIVITIES








                                               -















Net increase (decrease) in cash and cash equivalents





                                               -















Cash and cash equivalents, SCPinning of period








                                               -















Cash and cash equivalents, end of period





$


                                               -















SUPPLEMENTAL DISCLOSURES:













Interest Paid








$


                                               -

Taxes Paid








$


                                               -















The accompanying notes are an integral part of these financial statements











































BRIARWOOD HOLDINGS GROUP, Inc.

 Notes to Financial Statements



Note 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



NATURE OF OPERATIONS



Briarwood Holdings Group, Inc (Briarwood Holdings Group or the Company) was
incorporated on December 2, 2016 under the laws of the State of Georgia to
engage in lawful corporate undertaking, including, but limited to, selected
mergers and acquisitions. The Company has been in the developmental stage since
its inception and its operations to date have been limited to issuing shares to
its original shareholders. The Company will attempt to locate and negotiate
with a business entity for the combination of that target company with the
Company. The combination will normally take the form of a merger,
stock-for-stock exchange or stocks for assets exchange.



BASIS OF PRESENTATION



The summary of significant accounting policies presented below is designed to
assist in understanding the Companys financial statements. These accounting
policies conform to accounting principles generally accepted in the United
States of America. (GAAP) in all material respects, and have been consistently
applied in preparing the accompanying financial statements.



USE OF ESTIMATES



The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amount
of assets and liabilities and disclosures of contingent assets and liabilities
as at the date of the financial statements, and reported amount of revenues
and expenses during the reported periods. Actual results could differ from
those estimates.



CASH AND CASH EQUIVALENTS



Cash and cash equivalents include cash on hand and on deposit with banking
institutions as well as all highly liquid short-term investments with original
maturities of 90 days or less. The Company did not have cash equivalents as of
December 31, 2016.



REVENUE RECOGNITION



Revenue is recognized when persuasive evidence of an arrangement exists,
delivery has occurred, the fee is fixed or determinable, and collectability
is probable. Revenue generally is recognized net of allowances for returns
and any taxes collected from customers and subsequently remitted to
governmental authorities.









PROPERTY, PLANT AND EQUIPMENT



Property and equipment is stated at cost and depreciated using the
straight-line method over the shorter of the estimated useful life of the
asset or the lease term. The estimated useful lives of our property and
equipment are generally as follows: computer software developed or acquired
for internal use, three to 10 years; computer equipment, two to three years;
buildings and improvements, five to 15 years; leasehold improvements, two to
10 years; and furniture and equipment, one to five years.



CONCENTRATION OF RISK



Financial instruments that potentially subject the Company to concentration of
credit risk consists primarily of cash. The Company did not have cash balances
in excess of the Federal Deposit Insurance Corporation. limit as of
December 31, 2016.



INCOME TAXES



Under ASC 740, Income Taxes, deferred tax assets and liabilities are recognized
for future tax consequences attributable to temporary differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
Valuation allowances are provided when it is more likely than not that some
or all of the deferred tax assets will not be realized. As of December 31,
2016, there were no deferred taxes due to the uncertainty of the realization
of net operating loss or carry forward prior to expiration.



LOSS PER COMMON SHARE



Basic loss per common share excludes dilution and is computed by dividing
by the weighted average number of common shares outstanding during the period.
Diluted loss per common share reflects the potential dilution that could occur
if the securities or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock that
is then shared in the loss of the entity. As of December 31, 2016, there are
no outstanding dilutive securities.



FAIR VALUE OF FINANCIAL INSTRUMENTS



The Company follows the guidance for accounting for fair value measurements of
financial assets and financial liabilities and for fair value measurements of
nonfinancial items that are recognized or disclosed at fair value in the
financial statements on a recurring basis. Additionally, the Company adopted
guidance for fair value measurements related to nonfinancial items that are
recognized and disclosed at fair value in the financial statements on a
nonrecurring basis. The guidance establishes a fair value hierarchy that
prioritizes the inputs of valuation techniques used to measure fair value.







The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to measurements involving significant unobservable inputs
(Level 3 measurements). The three levels of the fair value hierarchy are
as follows:



Level 1 inputs are quoted (unadjusted) in active markets for identical
assets or liabilities that the Company has the ability to access at the
measurement date.



Level 2 inputs are inputs other than quoted prices included in Level 1 that
are observable for asset or liability, either directly or indirectly.



Level 3 inputs are observable input for asset or liability. The carrying
amount of financial assets such as cash approximate their fair values because
of short maturity of these assets.



RECENT PRONOUNCEMENTS



In November 2015, the Financial Accounting Standards Board (FASB) issued ASU
2015-17, Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which
changes how deferred taxes are classified on the balance sheet and is effective
for financial statements issued for annual periods beginning after December 15,
2016, with early adoption permitted. ASU 2015-17 requires all deferred tax
assets and liabilities to be classified as non-current. The Company does not
expect the adoption of this standard to have a significant effect on its
financial statements.



In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of
Financial Assets and Financial Liabilities (ASU 2016-01), which requires equity
investments that are not accounted for under the equity method of accounting
to be measured at fair value with changes recognized in net income and updates
certain presentation and disclosure requirements. ASU 2016-01 is effective
beginning after December 15, 2017. The adoption of this guidance is not
expected to have a material impact on the Companys results of operations,
financial position or disclosures.



In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires
lessees to recognize right-of-use assets and lease liabilities, for all leases,
with the exception of short-term leases, at the commencement date of each
lease. This ASU requires lessees to apply a dual approach, classifying leases
as either finance or operating leases based on the principle of whether or
not the lease is effectively a financed purchase by the lessee. This
classification will determine whether lease expense is recognized based on
an effective interest method or on a straight-line basis over the term of the
lease. This ASU is effective for annual periods beginning after December 15,
2018 and interim periods within those annual periods. Early adoption is
permitted. The amendments of this update should be applied using a
modified retrospective approach, which requires lessees and lessors to
recognize and measure leases at the beginning of the earliest period
presented. The adoption of this guidance is not expected to have a material
impact on the Companys results of operations, financial position or
disclosures.



In March 2016, the FASB issued ASU 2016-09, Improvements to Employee
Share-Based Payment Accounting. The guidance simplifies accounting for
share-based payments, most notably by requiring all excess tax benefits
and tax deficiencies to be recorded as income tax





benefits or expense in the income statement and by allowing entities to
recognize forfeitures of awards when they occur. This new guidance is
effective for annual reporting periods beginning after December 15, 2016 and
may be adopted prospectively or retroactively. The Company does not expect
the adoption of this standard to have a significant effect on its financial
statements.



In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with
Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients
(ASU 2016-12), which amends the guidance in the new revenue standard on
collectability, noncash consideration, presentation of sales tax, and
transition. The amendments are intended to address implementation issues
and provide additional practical expedients to reduce the cost and
complexity of applying the new revenue standard. The new guidance is
effective for annual periods beginning after December 15, 2017, including
interim periods within those annual periods, which will be our interim
period beginning January 1, 2018. Early adoption is permitted only as of
annual reporting periods beginning after December 15, 2016, including
interim reporting periods with that reporting period. The Company does not
expect the adoption of this standard to have a significant effect on its
financial statements.



In August 2016, the FASB issued ASU 2016-15, regarding ASC Topic 230 Statement
of Cash Flows. This update addresses eight specific cash flow issues with the
objective of reducing the existing diversity in practice. The new guidance is
effective for annual reporting periods beginning after December 15, 2017,
including interim periods within that reporting period. Early adoption is
permitted. The Company does not expect the adoption of this standard to
have a significant effect on its financial statements.



There were no other new accounting pronouncements during the year ended
December 31, 2016 that we believe would have a material impact on our
financial position or results of operations.



NOTE 2 GOING CONCERN



The Company has not yet generated any revenue since inception to date and has
sustained operating losses during the period ended December 31, 2016.



The Company had working capital of $0 and an accumulated deficit of $202 as of
December 31, 2016. The Companys continuation as a going concern is dependent
on its ability to generate sufficient cash flow from operations to meet its
obligations and/or obtaining additional financing from its members or other
sources as may be required.



The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern; however, the above condition raises
substantial doubt about the Companys ability to do so. The financial
statements do not include adjustments to reflect the possible future effects
of on the recoverability and classification of assets or amounts and
classifications of liabilities that may result should the Company be
unable to continue as a going concern.



In order to maintain its current level of operations, the Company will
require additional working capital from either cash flow from operations or
from the sale of its equity. However, the Company





has no commitments from any third party for the purchase of its equity. If the
Company is unable to acquire additional working capital, it will be required to
significantly reduce its current level of operations.



NOTE 3 STOCKHOLDERS DEFICIT



As of December 31, 2016, the Company issued 100,000,000 founders common stock
to two directors and officers for no consideration. The Company is authorized
to issue 100,000,000 shares of common stock and 100,000,000 shares of preferred
stock. As of December 31, 2016, 100,000,000 shares of the common stock and no
 preferred stock were issued and outstanding. The Company recorded a discount
 on the common stock equal to the par value of shares issued.



NOTE 4        RELATED PARTY TRANSACTIONS



The stockholders of the Company contributed $202 towards the operating expenses
of the Company from inception to December 31, 2016. This amount has been
recorded in additional paid in capital as their capital contribution to the
Company.



NOTE 5  SUBSEQUENT EVENTS



The management determined that there were no significant reportable
transactions subsequent to the year ended December 31, 2016.

























































INDEX TO EXHIBITS



EXHIBIT NUMBER DESCRIPTION



3.1 Certificate of Incorporation of Briarwood Holdings Group, Inc.



3.2 By-Laws of Briarwood Holdings Group, Inc.



3.3 Specimen Stock Certificate of Briarwood Holdings Group, Inc.





 Signatures



In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this registration statement to be signed on its behalf by
the undersigned thereunto duly authorized.



 Briarwood Holdings Group, Inc.



By: /s/Quintin Wilcox, President



Date: August 18, 2017