SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 20, 2011
Date of Report
(Date of Earliest Event Reported)
SHERWOOD ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 00-54145 27-3567960
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
Room 3404, Jia Ye Guo Mao Mansion
No.99 West YanLing Road
Changzhou City, JiangSu Province, China
(Address of Principal Executive Offices)
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
(Registrant's Telephone Number)
This amendment is filed to correct Item 3.02 to state the
consideration paid for the securities issued.
ITEM 3.02 Unregistered Sales of Equity Securities
On July 21, 2011 the Registrant issued 19,800,000 shares of its
common stock at par ($.0001) for an aggregate of $1,980 pursuant to Section
4(2) of the Securities Act of 1933.
2. The Registrant issued 19,800,000 shares of common stock to the
following shareholders in the following amounts representing 99% of the
total outstanding 20,000,000 shares of common stock:
Guo-Xiang Gu 14,000,000
Yue-Zhong Yuan 3,000,000
Zhi-Jian Wu 1,000,000
En-Long Pan 900,000
Peter H Tong 900,000
ITEM 5.01 Changes in Control of Registrant
On July 20, 2011 the following events occurred which resulted in a
change of control of the Registrant:
1. The Registrant redeemed an aggregate of 19,800,000 of the
20,000,000 shares of outstanding stock at a redemption price of $.0001 per
share for an aggregate redemption price of $1,980.
2. New officers and directors were appointed and elected and the
prior officers and directors resigned.
The disclosure required by Item 5.01(a)(8) of Form 8-K was
previously filed with the Securities and Exchange Commission on Form 10-
12G on October 7, 2010 as updated by the Annual Reports on Form 10-K
filed on March 30, 2010 and Quarterly Reports on Form 10-Q filed January
26, 2011 and May 13, 2011 as supplemented by the information contained
in this report.
The registrant anticipates that it may enter into a business
combination with a Chinese manufacturing company to be selected.
The Registrant will not make a decision on any such possible
combination until it receives the financial report of any such possible
target company and management has the opportunity to review and evaluate
ITEM 5.02 Departure of Directors or Principal Officers; Election of
On July 20, 2011, James M. Cassidy resigned as the Registrant's
president, secretary and director.
On July 20, 2011, James McKillop resigned as the Registrant's vice
president, and director.
On July 20, 2011, Peter Tong was elected to the board of directors of
Peter H, Tong, 59, serves as the director and officer of the
Registrant. Mr. Tong received from Bachelor Science degree in Business
Administration from National Chengchi University in 1976. From 1992 to
1996 Mr. Tong served as Senior Vice President, Union Charter Bancorp, a
full service mortgage banking company; from 1996 to 1998 Mr. Tong served
as Executive Vice President of Founders Bancorp; from 1998 to 2001, he
served as the Chief Operative Officer, Union Charter Bancorp; from 2001 to
2005 Mr. Tong was a Financial Consultant for Schmidt Financial Concept
(China); and from 2006 to the present, Mr. Tong as been an economic
development consultant for the Sichuan Industrial Commercial Union.
On July 20, 2011, the following persons were appointed to the offices
appearing next to their name:
Peter Tong Chief Executive Officer
Yue-Zhong Yuan Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.
SHERWOOD ACQUISITION CORPORATION
Date: October 27, 2011 /s/Peter Tong
Chief Executive Office