SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549


                              FORM 10-K
(Mark One)

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

             For the fiscal year ended December 31, 2010


[  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR
            15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the transition period from          to

                   Commission file number 000-54145

                 SHERWOOD ACQUISITION CORPORATION
           (Exact name of registrant as specified in its charter)

            Delaware                            27-3567960
    (State or other jurisdiction of           (I.R.S. Employer
     incorporation or organization)          Identification No.)

            215 Apolena Avenue, Newport Beach, CA 92662
        (Address of principal executive offices)  (zip code)


Registrant's telephone number, including area code:    202/387-5400

    Securities registered pursuatn to Section 12(b) of the Act:  None

   Securities registered pursuant to Section 12(g) of the Exchange Act:

             Common Stock, $.0001 par value per share
                    (Title of class)


Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
						[  ] Yes   [ X ] No

Inidcate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.

						[  ] Yes   [ X ] No

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

						[ X ] Yes   [   ] No

Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the reistrant was required to submit
and post such files).

						[ X ] Yes   [   ] No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.
						[ X ] Yes   [  ] No


Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of "large accelerated
filer", "accelerated filer", "non-accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
large accelerated

Large Accelerated filer  [  ]       Accelerated filer         [   ]
Non-accelerated filer    [  ]       Smaller reporting company [ X ]
  (do not check if smaller reporting company)


Indicate by check mark whether the registrant is a shell company
   (as defined in Rule 12b-2 of the Exchange Act).

						[ X ] Yes   [  ] No

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter.

							    $ 0

Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.

       Class                                  Outstanding at
                                            December 31, 2010

Common Stock, par value $0.0001                 20,000,000

Documents incorporated by reference:            None


                               PART I

Item 1.  Business


      Sherwood Acquisition Corporation ("Sherwood" of the "Company")
was incorporated on July 19, 2010 under the laws of the State of
Delaware to engage in any lawful corporate undertaking, including, but
not limited to, selected mergers and acquisitions. Sherwood has been
in the developmental stage since inception and its operations to date
have been limited to issuing shares to its original shareholders and
filing a registration statement. Sherwood has been formed to provide
a method for a foreign or domestic private company to become a
reporting company with a class of securities registered under the
Securities Exchange Act of 1934.

     The Company registered its common stock on a Form 10
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof.  The
Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.

     The Company has no employees and two officers, directors and
shareholders.

     The president of Sherwood is the president, director and
shareholder of Tiber Creek Corporation.  Tiber Creek Corporation assists
companies in becoming public reporting companies and with introductions
to the financial community.  To become a public company, Tiber Creek
Corporation may recommend that a company file a registration statement,
most likely on Form S-1, or alternatively that a company first effect a
business combination with Sherwood and then subsequently file a
registration statement.  A company may choose to effect a business
combination with Sherwood before filing a registration statement as such
method may be an effective way to obtain exposure to the brokerage
community.

     Tiber Creek will typically enter into an agreement with the target
company for assisting it to become a public reporting company and for the
preparation and filing of a registration statement and the introduction to
brokers and market makers.  The target company pays Tiber Creek
Corporation for such services.  Such services include, if appropriate, the
use of Sherwood.  Sherwood will only be used as part of such process
and is not offered for sale.  If the target company chooses to enter into
business combination with Sherwood, the registration statement will be
prepared after such business combination.  The terms of a business
combination may provide for redemption of all or part of their stock in
Sherwood, usually at par.

     A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange.  In most instances the target
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.

     As of December 31, 2010, Sherwood had not generated revenues and had
no income or cash flows from operations since inception. The continuation
of Sherwood as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations, to successfully locate and negotiate with a business
entity for the combination of that target company with Sherwood . Tiber
Creek Corporation will pay all expenses incurred by Sherwood until a
business combination is effected, without repayment. There is no assurance
that Sherwood will ever be profitable.


Item 2.  Properties

     The Company has no properties and at this time has no
agreements to acquire any properties.  The Company currently uses
the offices of Tiber Creek Corporation in Los Angeles, California
at no cost to the Company.  Tiber Creek Corporation has agreed
to continue this arrangement until the Company completes a business
combination.


Item 3.  Legal Proceedings

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


Item 4.  (Removed and Reserved)

                              PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
	 Matters and Issuer Purchases of Equity Securities

      There is currently no public market for the Company's securities.

     Following a business combination, a target company will normally
wish to cause the Company's common stock to trade in one or more United
States securities markets.  The target company may elect to take the
steps required for such admission to quotation following the business
combination or at some later time.

     At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.

     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.

     As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq Capital Market.

     In general there is greatest liquidity for traded securities on
the Nasdaq Capital Market and less on the OTC Bulletin Board.  It is
not possible to predict where, if at all, the securities of the Company
will be traded following a business combination.

     Since inception, the Company has sold securities which
were not registered as follows:

                                            NUMBER OF
DATE                     NAME               SHARES       CONSIDERATION

July 19, 2010	    Tiber Creek 	     10,000,000    $1,000
		    Corporation (1)

July 19, 2010	    MB Americus LLC (2)      10,000,000	   $1,000

(1)  James M. Cassidy, the president and a director of the Company,
is the sole shareholder and director of Tiber Creek Corporation,
a Delaware corporation, and Mr. Cassidy may be deemed to be the
beneficial owner of the shares of stock owned by Tiber Creek Corporation.

(2)   James McKillop is the sole principal of MB Americus LLC, a
California limited liability corporation.  Mr. McKillop is deemed to
be the beneficial owner of the shares of stock owned by MB Americus LLC.


Item 6.  Selected Financial Data.

	There is no selected financial data required to be filed for
a smaller reporting company.


Item 7.  Management's Discussion and Analysis of Financial Condition
	 and Results of Operations

   The Company has no operations nor does it currently engage in any
business activities generating revenues.  The Company's principal
business objective is to achieve a business combination with a target
company.

     The president of Sherwood is the president, director and
shareholder of Tiber Creek Corporation.  Tiber Creek Corporation assists
companies in becoming public reporting companies and with introductions
to the financial community.  To become a public company, Tiber Creek
Corporation may recommend that a company file a registration statement,
most likely on Form S-1, or alternatively that a company first effect a
business combination with Sherwood and then subsequently file a
registration statement.  A company may choose to effect a business
combination with Sherwood before filing a registration statement as such
method may be an effective way to obtain exposure to the brokerage
community.

     Tiber Creek will typically enter into an agreement with the target
company for assisting it to become a public reporting company and for the
preparation and filing of a registration statement and the introduction to
brokers and market makers.  The target company pays Tiber Creek
Corporation for such services.  Such services include, if appropriate, the
use of Sherwood.  Sherwood will only be used as part of such process
and is not offered for sale.  If the target company chooses to enter into
business combination with Sherwood, the registration statement will be
prepared after such business combination.  The terms of a business
combination may provide for redemption of all or part of their stock in
Sherwood, usually at par.

     A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange.  In most instances the target
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.

     No assurances can be given that Sherwood will be successful in
locating or negotiating with any target company.

   The most likely target companies are those seeking the perceived
benefits of a reporting corporation.  Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
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
difficult and complex.

   Tiber Creek Corporation will supervise the search for target companies
as potential candidates for a business combination.  Tiber Creek Corporation
will pay all expenses of the Company until such time as a business combination
is effected, without repayment.  James M. Cassidy, who is an officer
and a director of the Company, is the sole officer and director and sole
shareholder of Tiber Creek Corporation.

    In analyzing prospective business opportunities, Tiber Creek may consider
such matters as the available technical, financial and managerial resources;
working capital and other financial requirements; history of operations, if
any; prospects for the future; nature of present and expected competition;
the quality and experience of management services which may be available
and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but
which may be anticipated; the potential for growth or expansion; the
potential for profit; the perceived public recognition or acceptance of
products, services, or trades; name identification; and other relevant
factors.  This discussion of the proposed criteria is not meant to be
restrictive of the virtually unlimited discretion of the Company to search
for and enter into potential business opportunities.

   The search for a target company will not be restricted to any specific
kind of business entities, but may acquire a venture which is in its
preliminary or development stage, which is already in operation, or in
essentially any stage of its business life.  It is impossible to predict
at this time the status of any business in which the Company may become
engaged, whether such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.

   In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity.  On the consummation of a transaction, 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 officer
and director of the Company will, as part of the terms of the business
combination, resign and be replaced by one or more new officers and
directors.

     It is anticipated that any securities issued in any such
business combination would be issued in reliance upon exemption
from registration under applicable federal and state securities
laws.  In some circumstances, however, as a negotiated element of
its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter.  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.  The issuance of additional
securities and their potential sale into any trading market which
may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a 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 Company will participate in a business combination only after the
negotiation and execution of appropriate agreements.  Although the terms
of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto,
will specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms.

     The Board of Directors has passed a resolution which contains
a policy that the Company will not seek a business combination with
any entity in which the Company's officer, director, shareholders
or any affiliate or associate serves as an officer or director or
holds any ownership interest.

2010 Year-End Analysis

      The Company has received no income, has had no operations
nor expenses, other than accounting fees as required for the
preparation of the Company's financial statements.


Item 8.  Financial Statements and Supplementary Data

     The financial statements for the year ended December 31, 2010
are attached hereto.


Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure

     There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.


Item 9A.   Controls and Procedures

       Pursuant to Rules adopted by the Securities and Exchange Commission.
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules.  This evaluation  was done as of the end of the fiscal
year under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to
the date of the evaluation.  Based upon that evaluation, he believes that
the Company's disclosure controls and procedures are effective in gathering,
analyzing and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is recorded,
summarized and processed timely.  The principal executive officer
is directly involved in the day-to-day operations of the Company.

Management's Report of Internal Control over Financial Reporting

	The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's
sole officer, its president, conducted an evaluation of the
effectiveness of the Company's internal control over financial reporting
as of December 31, 2010, based on the criteria establish in Internal
Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treaedway Commission.  Based on this evaluation,
management concluded that the Company's internal control over financial
reporting was effective as of December 31, 2010, based on those criteria.
A control system can provide only reasonably, not absolute, assurance
that the objectives of the control system are met and no evaluation
of controls can provide absolute assurance that all control issues have
been detected.

	Anton & Chia our independent registered public accounting
firm, has not issued an attestation report on the effectiveness of our
internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

	There have been no changes in the Company's internal controls over
financial reporting  during its fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect, its internal
control over financial reporting.


                             PART III

Item 10.  Directors, Executive Officers, and Corporate Governance;


     The Directors and Officers of the Company are as follows:

      Name                Age       Positions and Offices Held
     -----------------    -----------
     James M. Cassidy      75       President, Secretary, Director
     James K. McKillop	   51       Vice President, Director

Management of Sherwood

     Sherwood has no full time employees.  James M. Cassidy and James K.
McKillop are the officers and directors of Sherwood and its indirect
beneficial shareholders.  Mr. Cassidy, as president of Sherwood, and Mr.
McKillop as vice president, will allocate a limited portion of time to
the activities of Sherwood without compensation. Potential conflicts may
arise with respect to the limited time commitment by management and the
potential demands of the activities of Sherwood.

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

     Set forth below are the names of the directors and officers of
the Company, all positions and offices with the Company held, the
period during which they have served as such, and the business
experience during at least the last five years:

    James Michael Cassidy, Esq., LL.B., LL.M., serves as a director,
president and secretary of Sherwood.  Mr. Cassidy received a Bachelor of
Science in Languages and Linguistics from Georgetown University in
1960, a Bachelor of Laws from The Catholic University School of Law in
1963, and a Master of Laws in Taxation from The Georgetown University
School of Law in 1968.  From 1963-1964, Mr. Cassidy was law clerk to
the Honorable Inzer B. Wyatt of the United States District Court for the
Southern District of New York.  From 1964-1965, Mr. Cassidy was law
clerk to the Honorable Wilbur K. Miller of the United States Court of
Appeals for the District of Columbia.  From 1969-1975, Mr. Cassidy was
an associate of the law firm of Kieffer & Moroney and a principal in the
law firm of Kieffer & Cassidy, Washington, D.C. From 1975 to date, Mr.
Cassidy has been a principal in the law firm of Cassidy & Associates, and
its predecessors, specializing in securities law and related corporate and
federal taxation matters.  Mr. Cassidy is a member of the bars of the
District of Columbia and the State of New York, and is admitted to
practice before the United States Tax Court and the United States Supreme
Court.  Sherwood believes Mr. Cassidy to have the business experience
necessary to serve as a director of Sherwood as it seeks to enter into a
business combination.  As a lawyer involved in business transactions and
securities matters, Mr. Cassidy has  had ample experience in evaluating
companies and management, understanding business plans,  assisting in
capital raising  and determining corporate structure and objectives.

 James K. McKillop serves as a director and vice president of
Sherwood. Mr. McKillop began his career at Merrill Lynch. Mr. McKillop
has also been involved in financial reporting and did a daily stock market
update for KPCC radio in Pasadena, California.  Mr. McKillop is the founder
of MB Americus LLC which specializes in consulting and public relations.
Mr. McKillop has provided consulting services to Tiber Creek Corporation
for more than five years.  Mr. McKillop has written articles for varous
publications on financial matters. He has been a past member of the World
Affairs Council. Mr. McKillop received his Bachelor of Arts in Economics
in 1984 from the University of California at Los Angeles.  With his
background in financial and securities matters, Sherwood believes Mr.
McKillop to have experience and knowledge that will serve Sherwood in
seeking, evaluting and determining a suitable target company.

     There are no agreements or understandings for the above-named
officers or directors 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

     James M. Cassidy, the president and a director of Sherwood and
James McKillop, vice president and a director of Sherwood, are involved
with other existing blank check companies, and in creating additional
similar companies.  The initial business purpose of each of these
companies was or is to engage in a business combination with an
unidentified company or companies and each were or will be classified
as a blank check company until completion of a business combination.

     The information  summarizes the blank check companies with
which Mr. Cassidy and/or Mr. McKillop is or has been involved in the
past five years which filed a registration statement on Form 10 or Form
10-SB.  In most instances that a business combination is transacted with
one of these companies, it is required to file a Current Report on Form
8-K describing the transaction.  Reference is made to the Current Report
on Form 8-K filed for any company listed below and for additional
detailed information concerning the business combination entered
into by that company.

     Cabinet Acquisition Corporation: Form 10-SB filed on 8/28/2000,
file  number 0-31398.  Mr. Cassidy was the sole indirect beneficial
shareholder, officer and director of the corporation.  On October 8,
2009, the corporation effected a change in control with the redemption
of stock and the issuance of additional stock and the election of new
directors and appointment of new officers.  Mr. Cassidy retained
500,000 shares and resigned from all offices and as a director.

     Canistel Acquisition Corporation.  Form 10 filed on May 23, 2008,
file number 000-53255.  Mr. Cassidy was the sole officer and director
and Mr. McKillop was an employee of the corporation.  Mr. Cassidy and
Mr. McKillop were the only shareholders and each was indirect beneficial
shareholder.  On December 7, 2010, the corporation filed a form 8-K
noticing the change of control effected on December 3, 2010 with
redemption of 250,000 shares from each of the then two shareholders,
the issuance of additional shares of common stock, the election of new
directors and appointment of new officers.  Mr. Cassidy and Mr. McKillop
each retained 250,000 shares. Mr. Cassidy resigned from all offices and
as a director and Mr. McKillop resigned as an employee.

     Console Acquisition Corporation:  Form 10 filed on May 23, 2008,
file number 000-53257.  Mr. Cassidy was the sole officer and director
and Mr. McKillop was an employee of the corporation.  Mr. Cassidy and
Mr. McKillop were the only shareholders and each was indirect beneficial
shareholder.  On December 22, 2009,  the corporation filed a form 8-K
noticing the change of control effected on December 21, 2009 with the
issuance of additional shares of common stock, the election of new
directors and appointment of new officers.  Mr. Cassidy and Mr. McKillop
each retained 250,000 shares. Mr. Cassidy resigned from all offices and
as a director and Mr. McKillop resigned as an employee.

     Hightower Acquisition Corporation:  Form 10 filed on May 23,
2008, file number 000-53258.  Mr. Cassidy was the sole officer and
director and Mr. McKillop was an employee of the corporation.  Mr.
Cassidy and Mr. McKillop were the only shareholders and each was
indirect beneficial shareholder.  On May 12, 2010, the corporation filed
a form 8-K noticing the change of control effected on December 3, 2010
with redemption of 375,000 shares from each of the then two shareholders,
the issuance of additional shares of common stock, the election of new
directors and appointment of new officers.  Mr. Cassidy and Mr. McKillop
each retained 125,000 shares. Mr. Cassidy resigned from all offices and
as a director and Mr. McKillop resigned as an employee.

     Spinnet Acquisition Corporation:  Form 10 filed on May 23, 2008,
file number 000-53256  Mr. Cassidy was the sole officer and director and
Mr. McKillop was an employee of the corporation.  Mr. Cassidy and Mr.
McKillop were the only shareholders and each was indirect beneficial
shareholder.  On October 5, 2009 the corporation filed a form 8-K noticing
the change of control effected on September 30, 2010 with redemption of
250,000 shares from each of the then two shareholders, the issuance of
additional shares of common stock, the election of new directors and
appointment of new officers.  Mr. Cassidy and Mr. McKillop each retained
250,000 shares. Mr. Cassidy resigned from all offices and as a director
and Mr. McKillop resigned as an employee.

     Greenmark Acquisition Corporation:  Form 10 filed on May 23, 2008,
file number 000-53259.  Mr. Cassidy is the sole officer and director
and Mr. McKillop is an employee of the corporation.  Mr. Cassidy and Mr.
McKillop are the only shareholders and each is the indirect beneficial
shareholder of 500,000 shares.

Conflicts of Interest

    The officers and directors of Sherwood have organized and expect to
organize other companies of a similar nature and with a similar purpose.
Consequently, there are potential inherent conflicts of interest.  In
addition, insofar as either Mr. Cassidy or Mr. McKillop may be engaged in
other business activities, they may devote only a portion of time to the
affairs of Sherwood.

    Messrs. Cassidy and McKillop are also the directors of, and sole
beneficial shareholders of the following companies which have filed
registration statements on Form 10 for the registration of their common
stock pursuant to the Securities Exchange Act concurrently with the filing
of this registration statement:

     Oakwood Acquisition Corporation
     Alderwood Acquisition Corporation
     Pinewood Acquisition Corporation

      In addition to the above listed companies, at the time of the filing
of this registration statement, Mr. Cassidy and Mr. McKillop are the sole
shareholders of Greenmark Acquisition Corporation which is a blank
check company similar with a purpose similar to that of Sherwood.

     A conflict may arise with these listed blank check companies which
also seek target companies.  It is anticipated that target companies will
be located for Sherwood and other blank check companies in chronological
order of the date of filing of the Form 10 registration statement of such
blank check companies with the Securities and Exchange Commission or,
in the case of blank check companies with the same filing date,
alphabetically.

     Other blank check companies may differ from Sherwood in certain
items such as place of incorporation, number of shares and shareholders,
working capital, types of authorized securities, or other items.  It may
be that a target companymay be more suitable for or may prefer a certain
blank check company other than Sherwood.  In such case, a business
combination might be negotiated on behalf of the more suitable or
preferred blank check company.

     Mr. Cassidy and/or Mr. McKillop may become associated with
additional blank check companies prior to the time that Sherwood has
effected a business combination.

     Mr. Cassidy is the principal of Cassidy & Associates, a securities
law firm.  As such, demands may be placed on the time of Mr. Cassidy
which will detract from the amount of time he is able to devote to
Sherwood.  Mr. Cassidy intends to devote as much time to the activities
of Sherwood as required.  However, should such a conflict arise, there
is no assurance that Mr. Cassidy would not attend to other matters prior
to those of Sherwood.

     Mr. Cassidy is the president, sole director and shareholder of
Tiber Creek Corporation, which is a shareholder of Sherwood.  At the
time of a business combination, some or all of the shares of common stock
owned by Tiber Creek Corporation may be retired by Sherwood.  The
amount of common stock which may be sold or continued to be owned by
Tiber Creek Corporation cannot be determined at this time.

     Mr. McKillop is the manager and sole member of MB Americus
LLC which is a shareholder of Sherwood.  At the time of a business
combination, some or all of the shares of common stock owned by MB
Americus LLC  may be purchased or retired by Sherwood.  The amount
of common stock which may be sold or continued to be owned by MB
Americus cannot be determined at this time.

     There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company.  However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.

	Code of Ethics.  The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K.  The
Company has one person who is the sole shareholder and serves as the
sole director and officer. The Company has no operations or business and
does not receive any revenues or investment capital.  The adoption of an
Ethical Code at this time would not serve the primary purpose of such a
code to provide a manner of conduct as the development, execution and
enforcement of such a code would be by the same person and only that
person to whom such code applied.  Furthermore, because the Company does
not have any activities, there are activities or transactions which would
be subject to this code.  Finally the sole officer and director of the
Company is an attorney at law and subject to the ethical code established
by the bars in which he is also a member.  At the time the Company enters
into a business combination or other corporate transaction, the current
officer and director will recommend to any new management that such a
code be adopted.  The Company does not maintain an Internet website on
which to post a code of ethics.

	Corporate Governance.  For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors.  At this time, the Company consists of one shareholder
who serves as the sole corporate director and officer. The Company has no
activities, and receives no revenues.  At such time that the Company enters
into a business combination and/or has additional shareholders and a larger
board of directors and commences activities, the Company will propose
creating committees of its board of directors, including both a nominating
and an audit committee.  Because there is only one shareholder of the
Company, there is no established process by which shareholders to the
Company can nominate members to the Company's board of directors.
Similarly, however, at such time as the Company has more shareholders and
an expanded board of directors, the new management of the Company may
review and implement, as necessary, procedures for shareholder nomination
of members to the Company's board of directors.


Item 11.  Executive Compensation

     The Company's officer and director does not receive any
compensation for his services rendered to the Company, nor has he
received such compensation in the past.  The officer and director
is not accruing any compensation pursuant to any agreement with the
Company.

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

     The Company does not have a compensation committee for
the same reasons as described above.


Item 12.  Security Ownership of Certain Beneficial Owners and
          Management and Related Stockkholder Matters

     The following table sets forth, as of December 31, 2010, each
person known by the Company to be the beneficial owner of five
percent or more of the Company's common stock and the director and
officer of the Company.  The Company does not have any compensation
plans and has not authorized any securities for future issuance.
Except as noted, the holder thereof has sole voting and investment
power with respect to the shares shown.

Name and Address              Amount of Beneficial     Percent of
of Beneficial Owner               Ownership          Outstanding Stock

James M. Cassidy (1)                 10,000,000               50%
215 Apolena Avenue
Newport Beach, CA 92662

James K. McKillop (2)                10,000,000               50%
9454 Wilshire Boulevard
Beverly Hills, California 90212

All Executive Officers and           20,000,000              100%
Directors as a Group (1 Person)

     (1) As the sole shareholder, officer and director of Tiber Creek
Corporation, a Delaware corporation, Mr. Cassidy is deemed to be the
beneficial owner of the shares of common stock of Sherwood owned by
it.

     (2) As the sole principal of MB Americus LLC, a California business
entity, Mr. McKillop is deemed to be the beneficial owner of the shares
of Sherwood owned by it.


Item 13.  Certain Relationships and Related Transactions and
	  Director Independence

   Sherwood has issued a total of 20,000,000 shares of common stock
pursuant to Section 4(2) of the Securities Act for a total of $2,000
in cash.

    James M. Cassidy is president and a director of Sherwood and the sole
officer, director and the shareholder of Tiber Creek Corporation,
which is a 50% shareholder of Sherwood.

     James McKillop is vice president and a director of Sherwood and the
sole manager and member of MB Americus LLC, which is a 50% shareholder
of Sherwood.

    As the organizers and developers of Sherwood, James M. Cassidy and
James McKillop may be  considered promoters.  Mr. Cassidy has provided
services to Sherwood without charge consisting of preparing and filing
the charter corporate documents and preparing this registration statement.
Tiber Creek Corporation, a company of which Mr. Cassidy is the sole
director, officer and shareholder, has paid and will continue to pay
all expenses incurred by Sherwood until a business combination is
effected, without repayment.  Tiber Creek is a shareholder of Sherwood
and may receive benefits in the future if the company is able to effect
a business combination beneficial to the company.

   Sherwood is not currently required to maintain an independent director
as defined by 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 Mr. Cassidy nor Mr. McKillop would not be considered
independent directors if it were to do so.


Item 14.  Principal Accounting Fees and Services.


	The Company has no activities, no income and no expenses.
The Company's president has donated his time in preparation and
filing of all state and federal required taxes and reports.


Audit Fees

        The aggregate fees incurred for each of the last two years for
professional services rendered by the independent registered public
accounting firm for the audits of the Company's annual financial
statements and review of financial statements included in the Company's
Form 10-K and Form 10-Q reports and services normally provided in
connection with statutory and regulatory filings or engagements were
as follows:

                         December 31, 2010
	                 -----------------


                            =======
Audit-Related Fees          $ 1,250


	The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit
committee.  The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services.  The Company does not rely on pre-
approval policies and procedures.



                        PART IV


Item 15.  Exhibits, Financial Statement Schedules

	There are no financial statement schedules nor exhibits filed
herewith.  The exhibits filed in earlier reports and the Company's
Form 10 are incorporated herein by reference.

<PAGE>










FINANCIAL STATEMENTS




Report of Independent Registered Public Accounting Firm	            F-1

Balance Sheet 	                                                    F-2

Statement of Operations	                                            F-3

Statement of Cash flows	                                            F-4

Statement of Stockholders' Equity	                            F-5

Notes to Financial Statements 	                                  F6-F9



ANTON & CHIA                             CERTIFIED PUBLIC ACCOUNTANTS

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Sherwood Acquisition Corporation

We have audited the accompanying balance sheet of Sherwood Acquisition
Corporation (the "Company") as of December 31, 2010, and the related
statements of operations, stockholders' equity and cash flows for the
period from July 19, 2010 (Inception) through December 31, 2010. These
financial statements are the responsibility of Sherwood Acquisition
Corporation's management. Our responsibility is to express an opinion
on these financial statements based on our audit.

We conducted our audits in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The Company was not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of
December 31, 2010 and the results of its operations and its cash flows
for the period from July 19, 2010 (Inception) through December 31, 2010,
in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2
to the financial statements, the Company has no revenues and income
since inception. Management's plans concerning these matters are also
described in Note 2, which includes the raising of additional equity
financing. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ Anton & Chia, LLP
Newport Beach, CA
March 25, 2011


                     SHERWOOD ACQUISITION CORPORATION
                              BALANCE SHEET


 ASSETS                                              December 31,
                                                        2010
                                                 -----------------

  Current Assets
    Cash                                         $         2,000
                                                 -----------------
  Total Assets                                   $         2,000
                                                 =================

  STOCKHOLDERS' Equity

  Stockholders' Equity
  Common Stock; $0.0001 par value,
    100,000,000 shares authorized;
    20,000,000 shares issued and
    outstanding                                            2,000
  Additional paid-in capital                               1,250
  Accumulated deficit                                     (1,250)
                                                 -----------------
  Total Stockholders' Equity                     $         2,000
                                                 -----------------

  Total Stockholders' Equity                     $         2,000
                                                 =================


        See the accompanying notes to the financial statements

                                    F-2



<PAGE>

                    SHERWOOD ACQUISITION CORPORATION
                        STATEMENT OF OPERATIONS

                                                  For the period from
                                                    July 19, 2010
                                                    (Inception) to
                                                     December 31,
                                                        2010
                                                 -----------------

    Sales - net                                  $             -
                                                 -----------------

    Cost of Sales                                              -
                                                 =================

      Gross Profit                                             -
                                                 =================
    Operating Expenses                                     1,250
                                                 =================

    Net loss                                     $        (1,250)
                                                 =================

    Loss per share - basic and diluted           $         (0.00)
                                                 -----------------

    Weighted average shares-basic and diluted          20,000,000
                                                 -----------------







        See the accompanying notes to the financial statements

                                    F-3



<PAGE>

<TABLE>
<CAPTION>

                          SHERWOOD ACQUISITION CORPORATION
                         STATEMENT OF SHAREHOLDERS' EQUITY

                             Common Stock           Additional  Retained     Total
                          -----------------------   Paid-In     Earnings     Stockholders'
                          Shares        Amount      Capital     (Deficit)    Equity
<S>                       <C>           <C>         <C>         <C>          <C>
Balance, July 31, 2010,
  (Inception)                 -         $     -     $    -      $      -     $     -

Shares issued for cash    20,000,000      2,000          -             -         2,000

Expenses paid by
  shareholders                 -              -       1,250            -         1,250

Net loss                       -              -          -        (1,250)       (1,250)

                          ==========     =======    =======     =========     =========
Balance,
 December 31, 2010        20,000,000     $ 2,000    $ 1,250     $ (1,250)     $  2,000
                          ==========     =======    =======     =========     =========

</TABLE>




               See the accompanying notes to the financial statements

                                         F-4


<PAGE>


                    SHERWOOD ACQUISITION CORPORATION
                       STATEMENT OF CASH FLOWS


                                                 For the period from
                                                     July 19, 2010
                                                    (Inception) to
                                                     December 31,
                                                        2010
                                                 -----------------

CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                      $        (1,250)


     Net Cash Provided by Operating Activities            (1,250)
                                                 -----------------
CASH FLOW FROM FINANCING ACTIVITIES

   Proceeds from issuance of common stock                  2,000
   Proceeds from stockholders                              1,250
                                                 -----------------
Net Cash Flows from Financing Activities                   3,250
                                                 -----------------
Net Increase in Cash                                       2,000

Cash at Beginning of Period                                   -
                                                 -----------------
Cash at End of Period                            $         2,000
                                                 =================


        See the accompanying notes to the financial statements

                                    F-5

<PAGE>

         Sherwood Acquisition Corporation
        Notes to the Financial Statements
    For the Period from July 19, 2010 (Inception)
              to December 31, 2010

NOTE 1   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES

NATURE OF OPERATIONS

Sherwood Acquisition Corporation ("Sherwood" or "the Company")
was incorporated on July 19, 2010 under the laws of the State of
Delaware to engage in any lawful corporate undertaking, including, but
not limited to, selected mergers and acquisitions. Sherwood has been in
the developmental stage since inception and its operations to date have
been limited to issuing shares to its original shareholders and filing
this registration statement. Sherwood will attempt to locate and negotiate
with a business entity for the combination of that target company with
Sherwood. The combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange. In most
instances the target 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. No assurances can be given that Sherwood will be
successful in locating or negotiating with any target company.
Sherwood has been formed to provide a method for a foreign or
domestic private company to become a reporting company with a class
of securities registered under the Securities Exchange Act of 1934.

BASIS OF PRESENTATION

The summary of significant accounting policies presented below is
designed to assist in understanding the Company's financial
statements. Such financial statements and accompanying notes are the
representations of the Company's management, who are responsible for
their integrity and objectivity. 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 amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during
the reporting periods.  Actual results could differ from those estimates.


                       F-6

<PAGE>

         Sherwood Acquisition Corporation
        Notes to the Financial Statements
    For the Period from July 19, 2010 (Inception)
              to December 31, 2010

NOTE 1   NATURE OF OPERATIONS AND SUMMARY OF
SIGNIFICANT POLICIES (CONTINUED)

CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. From time to
time, the Company maintains cash balances at certain institutions in
excess of the Federal Deposit Insurance Corporation limit.

INCOME TAXES

Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. 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 established when it is more likely than not that some or
all of the deferred tax assets will not be realized.

LOSS PER COMMON SHARE

Basic loss per common shares excludes dilution and is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted earnings per common share
reflect the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into
common stock or resulted in the issuance of common stock that then
shared in the earnings of the entity. As of December 31, 2010 there are
no outstanding dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments include cash. The estimated fair
value of these instruments approximates their carrying amounts due to
the short maturity of the instrument.

                       F-7
<PAGE>

         Sherwood Acquisition Corporation
        Notes to the Financial Statements
    For the Period from July 19, 2010 (Inception)
              to December 31, 2010

Note 2 - GOING CONCERN

These financial statements have been prepared on a going concern
basis, which implies Sherwood will continue to meet its obligations
and continue its operations for the next fiscal year.  As of December
31, 2010, the Company has not generated revenues and or cash flows
from operations since inception. The continuation of the Company as a
going concern is dependent upon financial support from its
stockholders, the ability of the Company to obtain necessary equity
financing to continue operations, successfully locating and negotiate
with a business entity for the combination of that target company with
Sherwood. Tiber Creek Corporation, a company affiliated with
management, will pay all expenses incurred by Sherwood until a
business combination is effected, without repayment. There is no
assurance that Sherwood will ever be profitable.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
In January 2010, FASB issued ASU No. 2010-01- Accounting for
Distributions to Shareholders with Components of Stock and Cash.
The amendments in this update clarify that the stock portion of a
distribution to shareholders that allows them to elect to receive cash or
stock with a potential limitation on the total amount of cash that all
shareholders can elect to receive in the aggregate is considered a share
issuance that is reflected in EPS prospectively and is not a stock
dividend for purposes of applying Topics 505 and 260 (Equity and
Earnings Per Share). The amendments in this update are effective now.
The Company does not expect the adoption of this ASU to have a
material impact on its financial statements.


In January 2010, FASB issued ASU No. 2010-06   Improving
Disclosures about Fair Value Measurements. This update provides
amendments to Subtopic 820-10 that requires new disclosure as
follows: 1) Transfers in and out of Levels 1 and 2.  A reporting entity
should disclose separately the amounts of significant transfers in and
out of Level 1 and Level 2 fair value measurements and describe the
reasons for the transfers.  2)  Activity in Level 3 fair value
measurements.  In the reconciliation for fair value measurements using
significant unobservable inputs (Level 3), a reporting entity should
present separately information about purchases, sales, issuances, and
settlements (that is, on a gross basis rather than as one net number).
This update provides amendments to Subtopic 820-10 that clarifies
existing disclosures as follows: 1) Level of disaggregation. A reporting
entity should provide fair value measurement disclosures for each class
of assets and liabilities. A class is often a subset of assets or
liabilities within a line item in the statement of financial position. A
reporting entity needs to use judgment in determining the appropriate
classes of assets and liabilities. 2) Disclosures about inputs and
valuation techniques. A reporting entity should provide disclosures
about the valuation techniques and inputs used to measure fair value
for both recurring and nonrecurring fair value measurements. Those
disclosures are required for fair value measurements that fall in
either Level 2 or Level 3.

                       F-8

<PAGE>

         Sherwood Acquisition Corporation
        Notes to the Financial Statements
    For the Period from July 19, 2010 (Inception)
              to December 31, 2010

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
         (CONTINUED)

The new disclosures and clarifications of existing disclosures are
effective now, except for the disclosures about purchases, sales,
issuances, and settlements in the roll forward of activity in Level 3 fair
value measurements. Those disclosures are effective for fiscal years
beginning after December 15, 2010, and for interim periods within
those fiscal years.  The Company does not expect the adoption of this
ASU to have a material impact on its financial statements.

NOTE 4 - RELATED PARTY TRANSACTIONS

On July 31, 2010, the Company issued 20,000,000 common shares to
its sole director and officer for $2,000 in cash.

NOTE 5   SUBSEQUENT EVENTS

In preparing these financial statements, the Company has evaluated
events and transactions for potential recognition or disclosure through
March 25, 2011, the date the financial statements were issued.


                     F-9

<PAGE>

                  SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.

                              SHERWOOD ACQUISITION CORPORATION


                              By:   /s/ James M. Cassidy
                                        James M. Cassidy, President
					Principal executive officer
Dated:  March 28, 2011


                              By:   /s/ James M. Cassidy
                                        James M. Cassidy, President
					Principal financial officer

Dated:  March 28, 2011


     Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

NAME                          OFFICE              DATE

/s/ James M. Cassidy          Director            March 28, 2011



<PAGE>