Ameri Metro, Inc. (formerly Yellowwood) – ‘10-12G/A’ on 1/9/12

On:  Monday, 1/9/12, at 5:44pm ET   ·   As of:  1/10/12   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  1021432-12-6   ·   File #:  0-54546

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Amendment to Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G/A    Amendment to Registration of Securities (General      43    146K 
                          Form)                                                  
 2: COVER     ¶ Comment-Response or Cover Letter to the SEC            1      2K 

‘10-12G/A’   —   Amendment to Registration of Securities (General Form)
Document Table of Contents

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U.S. SECURITIES AND EXCHANGE COMMISSION           
Washington, D.C.  20549           

Amendment No. 1           
to              
FORM 10             

GENERAL FORM FOR REGISTRATION OF SECURITIES             

Pursuant to Section 12(b) or (g) of             
the Securities Exchange Act of 1934                 

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

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

9454 Wilshire Boulevard, Suite 612                      
Beverly Hills, California 90212                     
------------------------------------------------------------                  
(Address of principal executive offices )  (Zip Code)                           

Registrant's telephone number, including area code:     202/387-5400            
                    Fax Number:             949/673-4525

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,         
                                          $.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              

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______________________________________________________________________          

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ITEM 1.  BUSINESS.                                                              

Yellowwood Acquisition Corporation ("Yellowwood") was incorporated  
on September 21, 2011 under the laws of the State of Delaware to engage in      
any lawful corporate undertaking, including, but not limited to, selected       
mergers and acquisitions. Yellowwood 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.     
Yellowwood 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 president of Yellowwood 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 Yellowwood and then subsequently file a               
registration statement.  A company may choose to effect a business              
combination with Yellowwood 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 Yellowwood.  Yellowwood 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 Yellowwood, 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         
Yellowwood, 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 Yellowwood will be successful in      
locating or negotiating with any target company.                                

Yellowwood has not generated revenues and has no income or cash       
flows from operations since inception. The continuation of Yellowwood           
as a going concern is dependent upon financial support from its                 
stockholders, its ability to obtain necessary equity financing to               

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continue operations, to successfully locate and negotiate with a business       
entity for the combination of that target company with Yellowwood . Tiber       
Creek Corporation will pay all expenses incurred by Yellowwood until a          
business combination is effected, without repayment. There is no assurance      
that Yellowwood will ever be profitable.                                        

Aspects of a Reporting Company                                                  

There are certain perceived benefits to being a reporting company.    
These are commonly thought to include the following:                            

+    increased visibility in the financial community;                         
+    compliance with a requirement for admission to quotation on              
the OTC Bulletin Board;                                       
+    the facilitation of borrowing from financial institutions;               
+    increased valuation;                                                     
+    greater ease in raising capital;                                         
+    compensation of key employees through stock options for                  
which there may be a market valuation;                      
+    enhanced corporate image.                                                

There are also certain perceived disadvantages to being a reporting   
company. These are commonly thought to include the following:                   

+    requirement for audited financial statements;                            
required publication of corporate information;              
+    required filings of periodic and episodic reports with the               
Securities and  Exchange Commission;                        
+    increased rules and regulations governing management,                    
corporate  activities and shareholder relations.            

Comparison with Direct Public Offering                                          

Certain private companies may find the use of a business combination  
with a public reporting company prior to filing its initial public offering     
attractive for several reasons including:                                       

+    easier to obtain an underwriter;                               
 +    establishment of a public record and public filings for use with
FINRA application;                              
+    possible delays in the public offering process;                
+    greater visibility to the financial community.                 

Certain private companies may find a business combination less        
attractive than an initial public offering of their securities.  Reasons        
for this may include the following:                                             

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+    no investment capital raised through a business combination;   
+    no underwriter support of trading;                             
+    increased expenses for meeting reporting requirements.         

Potential Target Companies                                                      

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

+    a company for which a primary purpose of becoming public is              
the use  of its securities for the acquisition of assets    
or businesses;                                              
+    a company which is unable to find an underwriter of its                  
securities or is  unable to find an underwriter of          
securities on terms acceptable to it;                       
+    a company which wishes to become public with less dilution               
of its  securities than would occur upon an underwriting;   
+    a company which believes that it will be able to obtain                  
investment capital on more favorable terms after it has     
become public;                                              
+    a foreign company which may wish an initial entry into the               
United  States securities market;                           
+    a special situation company, such as a company seeking a                 
public market  to satisfy redemption requirements under     
a qualified Employee Stock Option Plan;                     
+    a company seeking one or more of the other perceived                     
benefits of  becoming a public company.                     

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

No assurances can be given that Yellowwood will be able to enter into 
any business combination, as to the terms of a business combination, or as      
to the nature of a target company.                                              

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

Yellowwood is voluntarily filing this registration statement with the 
Securities and Exchange Commission and is under no obligation to do so          

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under the Exchange Act.  Yellowwood 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 Yellowwood.  Since a principal benefit of a           
business combination with Yellowwood would normally be considered its           
status as a reporting company, it is anticipated that Yellowwood will           
continue to file reports under the Exchange Act following a business            
combination.  No assurance can be given that this will occur or, if it          
does, for how long.                                                             

James Cassidy is the president and a director of Yellowwood and       
the sole officer, shareholder and director of Tiber Creek Corporation,          
which  is a 50% shareholder of Yellowwood.  James McKillop is the vice          
president and a director of Yellowwood and the sole manager and member          
of MB Americus LLC which is a 50% shareholder of Yellowwood.                    

Yellowwood has no employees nor are there any other persons than      
Mr. Cassidy and Mr. McKillop who devote any of their time to its affairs.       
All references herein to management of Yellowwood are to Mr. Cassidy and        
Mr. McKillop.  The inability at any time of either of these individuals         
to devote sufficient attention to Yellowwood could have a material adverse      
impact 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 the target
                       company or the shareholders of the target
company.          

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

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

Securities Act                 The Securities Act of 1933, as amended.          

4                                                                               
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ITEM 1A.  RISK FACTORS                                                          

The business of Yellowwood is subject to numerous risk factors, including 
the following:                                                                  

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

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

The continuation of Yellowwood 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 Yellowwood.  Tiber Creek Corporation, a company             
affiliated with management, will pay all expenses incurred by Yellowwood        
until a business combination is effected, without repayment. There is no        
assurance that Yellowwood will ever be profitable.                              

Company has only two directors, officers and shareholders                     

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

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Conflicts of interest.                                                        

Mr. Cassidy, the president of Yellowwood, participates in other       
business ventures which may compete directly with Yellowwood.  Additional       
conflicts of interest and non-arms length transactions  may also arise          
in the future.  The terms of a business combination may include such terms      
as Tiber Creek Corporation providing services to Yellowwood after a business    
combination.  Such services may include the preparation and filing of a         
registration statement to allow the public trading of Yellowwood's              
securities and the introduction to brokers and market makers. Such              
benefits may influence management's choice of a target company. The             
certificate of incorporation of Yellowwood provides that Yellowwood may         
indemnify officers and/or directors of Yellowwood for liabilities, which can    
include liabilities arising under the securities laws. Assets of Yellowwood     
could be used or attached to satisfy any liabilities subject to such            
indemnification.                                                                

The proposed operations of Yellowwood are speculative.                    

The success of the proposed business plan of Yellowwood will depend to
a great extent on the operations, financial condition and management of         
the identified target company.  While business combinations with entities       
having established operating histories are preferred, there can be no           
assurance that Yellowwood 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 Yellowwood had       
more funds available to it, would  be desirable.  In the event Yellowwood       
completes a business combination the success of its operations will be          
dependent upon management of the target company and numerous other              
factors beyond the control of Yellowwood.  There is no assurance that           
Yellowwood can identify a target 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 Yellowwood is to seek, and  acquire an interest in a       
business entity which desires to seek the perceived advantages of a             
corporation which has a class of securities registered under the Exchange       
Act.  Yellowwood 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                
Yellowwood will be able to participate in only one potential business           
venture because Yellowwood has nominal assets and limited financial             
resources.  This lack of diversification should be considered a substantial     
risk to the shareholders of Yellowwood because it will not permit               
Yellowwood to offset potential losses from one venture against gains from       
another.                                                                        

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Possible classification as a penny stock.                                       

In the event that a public market develops for the securities of      
Yellowwood following a business combination, such securities may be             
classified as a penny stock depending upon their market price and the           
manner in which they are traded.  The Securities and Exchange                   
Commission has adopted Rule 15g-9 which establishes the definition of a         
"penny stock", for purposes relevant to Yellowwood, as any equity security      
that has a market price of less than $5.00 per share or with an exercise        
price of less than $5.00 per share whose securities are admitted to             
quotation but do not trade on the Nasdaq Capital Market or on a national        
securities exchange.  For any transaction involving a penny stock, unless       
exempt, the rules require delivery by the broker of a document to investors     
stating the risks of investment in penny stocks, the possible lack of           
liquidity, commissions to be paid, current quotation and investors' rights      
and remedies, a special suitability inquiry, regular reporting to the           
investor and other requirements.                                                

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

Yellowwood 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 or acquisition target candidates for              
Yellowwood.  Nearly all such entities have significantly greater financial      
resources, technical expertise and managerial capabilities than Yellowwood      
and, consequently, Yellowwood will be at a competitive disadvantage in          
identifying possible business opportunities and successfully completing a       
business combination.  Moreover, Yellowwood will also                           
compete with numerous other small public companies in seeking merger            
or acquisition candidates.                                                      

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

Tiber Creek is continually in discussion with various entities who    
are considering the use of a reporting company as part of the process of        
going public.  As of the date of this registration statement, Yellowwood        
has no current arrangement, agreement or understanding with respect             
to engaging in a business combination with a specific entity.  When,            
if at all, Yellowwood enters into a business combination it will file           
the required reports with the Securities and Exchange Commission. There         
can be no assurance that Yellowwood 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 for a target company.  Yellowwood 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       
target company to have achieved, or without which Yellowwood would not          
consider a business combination with such business entity.  Accordingly,        

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Yellowwood 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 or other             
negative characteristics.  There is no assurance that Yellowwood will be        
able to negotiate a business combination on terms favorable to Yellowwood.      

Reporting requirements may delay or preclude acquisition.                 

Pursuant to the requirements of Section 13 of the Exchange Act,       
Yellowwood 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 target company.  The additional time and costs that       
may be incurred by some potential target companies to prepare such              
financial statements may significantly delay or essentially preclude            
consummation of an otherwise desirable acquisition by Yellowwood.               
Prospects that do not have or are unable to obtain the required audited         
statements may not be appropriate for acquisition so long as the reporting      
requirements of the Exchange Act are applicable.                                

Notwithstanding a target company's agreement to obtain audited financial      
statements within the required time frame, such audited financial               
statements may not be available to Yellowwood at the time of entering into      
an agreement for a business combination.  In cases where audited financial      
statements are unavailable, Yellowwood 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 target company might           
prove to be an unfavorable one for Yellowwood.                                  

Regulation under Investment Company Act.                                  

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

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Probable change in control and management.                                

A business combination involving the issuance of the common stock of  
Yellowwood  will, in all likelihood, result in shareholders of a target         
company obtaining a controlling interest in Yellowwood.  As a condition of      
the business combination agreement, the shareholders of Yellowwood may          
agree to sell, transfer or retire all or a portion of their stock of            
Yellowwood to provide the target company with all or majority control.          
The resulting change in control of Yellowwood will likely result in removal     
of the present officers and directors of Yellowwood and a corresponding         
reduction in or elimination of their participation in  the future affairs       
of Yellowwood.                                                                  

Possible change in value of shares upon business combination.             

A business combination normally will involve the issuance of a        
significant number of additional shares.  Depending upon the value of the       
assets acquired in such business combination, the per share value of the        
common stock of Yellowwood may increase or decrease, perhaps                    
significantly.                                                                  

Federal and state tax consequences will, in all likelihood, be major            
considerations in any business combination Yellowwood 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.  Yellowwood intends to structure any business             
combination so as to minimize the federal and state tax consequences to         
both Yellowwood and the target 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.                                                        

If Yellowwood enters into a business combination with a foreign     
concern it will be subject to risks inherent in business operations outside     
of 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 borders 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 investment,             

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resource self-sufficiency, balance of payments positions, and in other          
respects.  Any business combination with a foreign company may result in        
control of Yellowwood by individuals who are not resident in the United         
States and in assets which are located outside the United States, either        
of which could significantly reduce the ability of the shareholders to          
seek or enforce legal remedies against Yellowwood.                              

ITEM 2.  FINANCIAL INFORMATION                                                  

PLAN OF OPERATION.                                                              

Yellowwood has had no operating history nor any revenues or earnings  
from operations.  Yellowwood has no significant assets or financial             
resources.  The Company has not generated revenues and has no income or         
cash flows from operations since inception. Yellowwood has sustained            
losses to date and will, in all likelihood, continue to sustain expenses        
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 necessary equity financing to continue operations, successfully       
locating and negotiate with a business entity for the combination of that       
target company with Yellowwood. Tiber Creek Corporation, a company              
affiliated with management, will pay all expenses incurred by Yellowwood        
until a business combination is effected, without repayment although no         
loan agreement or other contract has been entered into regarding such           
payment by Tiber Creek.                                                         

There is no assurance that Yellowwood will ever be profitable.        

Yellowwood has no operations nor does it currently engage in any      
business activities generating revenues.  Yellowwood's principal business       
objective for the following 12 months is to achieve a business combination      
with a target company.                                                          

Yellowwood 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 Acct of 1934, including          
accounting fee and (ii) payment of annual corporate fees.  It is                
anticipated that such expenses will not exceed $5,000 although Tiber Creek      
has not set a limit on the amount of expenses it will pay on behalf of          
Yellowwood.  Tiber Creek Corporation will pay all expenses of the Company       
without repayment until such timeas a business combination is effected.         

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Search for Target Company                                                       

Tiber Creek Corporation will supervise the search for target companies
as potential candidates for a business combination.                             

   Tiber Creek Corporation has entered, and anticipates that it will  enter,
into agreements with consultants to assist it in locating a target  company     
and may share stock received by it or an affiliate in Yellowwood with, or       
grant options on such stock to, such referring consultants and may make         
payment to  such consultants from its own  resources. There is no               
minimum or maximum  amount of stock, options, or cash that Tiber Creek          
Corporation may grant  or pay to such consultants. Tiber Creek                  
Corporation is solely responsible  for the costs and expenses of its            
activities in seeking a potential target  company, including any agreements     
with consultants, and Yellowwood has no obligation to pay any costs             
incurred or negotiated by Tiber Creek Corporation.                              

Tiber Creek Corporation may seek to locate a target company through   
solicitation.  Such solicitation may include newspaper or magazine              
advertisements, mailings and other distributions to law firms, accounting       
firms, investment bankers, financial advisors and similar persons, the use      
of one or more web sites and similar methods.  Tiber Creek Corporation          
may utilize consultants in the business and financial communities for           
referrals of potential target companies.  However, there is no assurance        
that Tiber Creek Corporation will locate a target company for a business        
combination.                                                                    

In addition, the officers and directors of Yellowwood will seek to    
locate a target company.  It is anticipated that those officers and             
directors will attempt to locate target companies through the use of            
contacts and introductions from persons known to them.                          

Once a target company is located, the board of directors of           
Yellowwood will determine whether to enter into a business combination          
with such target.  The directors of Yellowwood are also its only                
shareholders and will be provided with the information necessary to             
determine whether to enter into such a business combination.                    

Tiber Creek Corporation may provide assistance to target companies    
incident to and following a business combination, and receive payment for       
such assistance from target companies.                                          

Management of Yellowwood                                                        

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

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The amount of time spent by Mr. Cassidy or Mr. McKillop on the        
activities of Yellowwood is not predictable.  Such time may vary widely         
from an extensive amount when reviewing a target company and effecting          
a business combination to an essentially quiet 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 target          
companies.                                                                      

General Business Plan                                                           

The purpose of Yellowwood is to seek, investigate and, if such        
investigation warrants, effect a business combination with a business           
entity which desires to seek the perceived advantages of a corporation          
which has a class of securities registered under the Exchange Act.              
Yellowwood will not restrict its search to any specific business, industry,     
or geographical location and Yellowwood may participate in a business           
venture of virtually any kind or nature.  Management anticipates that it        
will be able to participate in only one potential business venture because      
Yellowwood has nominal assets and limited financial resources.  This lack       
of diversification should be considered a substantial risk to the               
shareholders of Yellowwood because it will not permit Yellowwood to offset      
potential losses from one venture against gains from another.                   

Yellowwood may seek a business opportunity with entities which        
have recently commenced operations, or which wish to 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.                                                             

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.                                            

Yellowwood has, and will continue to have, no capital with which to   
provide the owners of business entities with any cash or other assets.          
However, Yellowwood offers owners of acquisition candidates the                 
opportunity to acquire a controlling ownership interest in a reporting          
company.                                                                        

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The analysis of new business opportunities will be undertaken by,     
or  under the supervision of, the officers and directors of Yellowwood.         
In analyzing prospective business opportunities, Yellowwood 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 Yellowwood     
to search for and enter into potential business opportunities.                  

Yellowwood is subject to the reporting requirements of the            
Exchange Act.  Included in these requirements is the duty of Yellowwood         
to file audited financial statements reporting a business combination           
which is required to be filed with the Securities and Exchange Commission       
upon completion of the combination.                                             

Because of the time required to prepare financial statements, a       
target company which has entered into a business combination agreement          
may wish to take control of Yellowwood before the target company has            
completed its audit.  Among other things, this will allow the target            
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,            
Yellowwood will only have access to unaudited and possibly limited              
financial information about the target company in making a decision to          
combine with that company.                                                      

Yellowwood will not restrict its search for 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 Yellowwood 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 Yellowwood        
may offer.                                                                      

Following a business combination Yellowwood may require the           
services of others in regard to accounting, legal services, underwritings       
and corporate public relations.  Tiber Creek Corporation may recommend          
one or more underwriters, financial advisors, accountants, public relations     
firms or other consultants to provide such services.                            

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Terms of a Business Combination                                                 

In implementing a structure for a particular business acquisition,    
Yellowwood 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 Yellowwood will no longer       
be in control of Yellowwood.  In addition, it is likely that the officers       
and directors of Yellowwood 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. Yellowwood will likely      
register all or a part of such securities for public trading after the          
transaction is consummated.  If such registration occurs, it will be            
undertaken by the surviving entity after Yellowwood has entered into  an        
agreement for a business combination or has consummated a business              
combination and Yellowwood is no longer considered a blank check                
company.  The issuance of additional securities and their potential sale        
into any trading market which may develop in the securities of Yellowwood       
may depress the market value of the securities of Yellowwood in the             
future if such a market develops, of which there is no assurance.               

While the terms of a business transaction to which Yellowwood 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.           

Yellowwood 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.                             

James Cassidy and James McKillop, the officers and directors of       
Yellowwood, will provide their services without charge or repayment by          
Yellowwood.                                                                     

Undertakings and Understandings Required of Target Companies                    

As part of a business combination agreement, Yellowwood intends to    
obtain certain representations and warranties from a target company as to       
its conduct following the business combination.  Such representations and       

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warranties may include (i) the agreement of the target company to make all      
necessary filings and to take all other steps necessary to remain a             
reporting company under the Exchange Act for at least a specified period        
of time; (ii) imposing certain restrictions on the timing and amount of the     
issuance of additional free-trading stock, including stock registered on        
Form S-8 or issued pursuant to Regulation S and (iii) giving assurances of      
ongoing compliance with the Securities Act, the Exchange Act, the               
General Rules and Regulations of the Securities and Exchange                    
Commission, and other applicable laws, rules and regulations.                   

A potential target company should be aware that the market price and  
trading volume of the securities of Yellowwood, when and if listed for          
secondary trading, may depend in great measure upon the willingness and         
efforts of successor management to encourage interest in Yellowwood             
within the United States financial community.  Yellowwood 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 bid and asked prices and are unlikely to take positions in                 
Yellowwood's 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 Yellowwood's securities, which may           
result in a significant pressure on their market price. Yellowwood may          
consider the ability and commitment of a target company to actively             
encourage interest in Yellowwood's securities following a business              
combination in deciding whether to enter into a transaction with such           
company.                                                                        

A business combination with Yellowwood separates the process of           
becoming a public company from the raising of investment capital.  As a         
result, a business combination with Yellowwood normally will not be a           
beneficial transaction for a target company whose primary reason for            
becoming a public company is the immediate infusion of capital.                 
Yellowwood may require assurances from the target company that it has or        
that it has a reasonable belief that it will have sufficient sources of         
capital to continue operations following the business combination. However,     
it is possible that a target company may give such assurances in error, or      
that the basis for such belief may change as a result of circumstances          
beyond the control of the target company.                                       

Competition                                                                     

Yellowwood 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 Yellowwood.  In view of Yellowwood's combined extremely          
limited financial resources and limited management availability,                
Yellowwood will continue to be at a significant competitive disadvantage        
compared to Yellowwood's competitors.                                           

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ITEM 3.  PROPERTIES.                                                            

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

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

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

Name and Address             Amount of Beneficial                               
of Beneficial Owner          Ownership              Percentage of Class         
------------------------     --------------------   -------------------         
James Cassidy (1)                 10,000,000               50%                  
215 Apolena Avenue                                                              
Newport Beach, CA 92662                                                         

James 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 Yellowwood 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 Yellowwood owned by it.                                                      

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ITEM 5.  DIRECTORS AND  EXECUTIVE OFFICERS                                      

Yellowwood has two directors and officers as follows:                 

Name                        Age         Positions and Offices Held              

James Cassidy               76          President, Secretary, Director          
James McKillop              52          Vice President, Director                

Set forth below are the name of the directors and officers of         
Yellowwood, all positions and offices held and the business experience          
during at least the last five years:                                            

James Cassidy, Esq., LL.B., LL.M., serves as a director,                
president and secretary of Yellowwood.  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 also serves as President, sole            
director and shareholder of Tiber Creek Corporation, which is a shareholder     
of Yellowwood.  Tiber Creek also provides services to companies in              
assisting it them in becoming public companies and with introductions           
to the financial community.   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.  Yellowwood believes Mr. Cassidy to have the business experience         
necessary to serve as a director of Yellowwood 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.            

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James McKillop serves as a director and vice president of                     
Yellowwood. 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, Yellowwood believes Mr.         
McKillop to have experience and knowledge that will serve Yellowwood 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 Cassidy, the president and a director of Yellowwood and         
James McKillop, vice president and a director of Yellowwood, 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.               

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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.  On December 3,         
2010, Canistel changed its name to Opera Jet International, Ltd.                

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 May 12, 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.  On May 12, 2010,       
Hightower changed its name to Adelman Enterprises, Inc.                         

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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.  On September 30, 2009, Spinnet       
changed its name to VanHolt Group, Ltd.                                         

Greenmark Acquisition Corporation:  Form 10 filed on May 23,          
2008, file number 000-53259.  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 14, 2010 the corporation filed a form 8-K noticing    
the change of control effected on December 13, 2010 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        
500,000 shares. Mr. Cassidy resigned from all offices and as a director         
and Mr. McKillop resigned as an employee.                                       

Alderwood Acquisition Corporation:  Form 10 filed on October 7, 
2010, file number 000-54148.  Mr. Cassidy and Mr. McKillop were both            
directors of the corporation and served as president and vice president,        
respectively, Mr. Cassidy and Mr. McKillop were the only shareholders and       
each was indirect beneficial owner of 10,000,000 shares.  On July 20, 2011      
the corporation filed a Form 8-K noticing the change of control effected        
July 15, 2011 with the redemption of 19,800,000 shares of the 20,000,000        
shares of outstanding stock, issuance of additional shares of common stock,     
the election of new directors and appointment of new officers.  Mr. Cassidy     
and Mr. McKillop each beneficially retained 100,000 shares of stock.            
Messrs. Cassidy and McKillop each resigned from all offices and as              
directors.  The name of the corporation has been changed to SGreenTech          
Group Ltd.                                                                      

Oakwood Acquisition Corporation:  Form 10 filed on October 7,   
2010, file number 000-54148.  Mr. Cassidy and Mr. McKillop are both             
directors of the corporation and serve as president and vice president,         
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders and        
each is indirect beneficial owner of 10,000,000 shares.  On May 12, 2011,       
Oakwood Acquisition Corporation entered into an agreement for a                 
change in control.  Pursuant to the terms of the agreement, 9,750,000           
shares of each two current shareholders of Oakwood Acquisition                  
would be redeemed by Oakwood leaving each such original shareholder with        
250,000 shares of common stock and additional shares of common stock would      
be issued to new shareholders.  The current directors will resign               
and new officers and directors will be appointed.  The change in control        
has not yet occurred and a Form 8-K will be filed when such change does         
occur.                                                                          

Pinewood Acquisition Corporation:  Form 10 filed on October 7,  
2010, file number 000-54148.  Mr. Cassidy and Mr. McKillop were both            
directors of the corporation and served as president and vice president,        
respectively, Mr. Cassidy and Mr. McKillop were the only shareholders and       
each was indirect beneficial owner of 10,000,000 shares.  On June 1,            
2011, Pinewood Acquisition Corporation filed a Form 8-K noticing the            
change of control effected May 25, 2011 with the redemption of an               
aggregate of 19,500,000 of the then 20,000,000 shares of outstanding            
common stock, issuance of additional shares of common stock, the                
election of new directors and appointment of new officers.  Mr. Cassidy         
and Mr. McKillop each beneficially retained 250,000 shares of stock.            
Messrs. Cassidy and McKillop each resigned from all offices and as              
directors.  The name of the corporation has been changed to De Yang             
International Group Ltd.                                                        

Sherwood Acquisition Corporation:  Form 10 filed on October 7,  
2010, file number 000-54148.  Mr. Cassidy and Mr. McKillop were both            
directors of the corporation and served as president and vice president,        
respectively, Mr. Cassidy and Mr. McKillop were the only shareholders and       
each was indirect beneficial owner of 10,000,000 shares.  On July 22,           
2011, Sherwood Acquisition Corporation filed a Form 8-K noticing the            
change of control effected July 20, 2011 with the redemption of an              
aggregate of 19,800,000 shares of the then 20,000,000 shares of                 
of outstanding common stock, issuance of additional shares of common            
stock, the election of new directors and appointment of new officers.           
Mr. Cassidy and Mr. McKillop each beneficially retained 100,000 shares          
of stock.  Messrs. Cassidy and McKillop each resigned from all offices          
and as directors.                                                               

Beachwood Acquisition Corporation:  Form 10 filed on June 2,          
2011, file number 000-54423.  Mr. Cassidy and Mr. McKillop were both            
directors of the corporation and served as president and vice president,        
respectively, Mr. Cassidy and Mr. McKillop were the only shareholders and       
each was indirect beneficial owner of 10,000,000 shares.  On August 31,         
2011 Beachwood Acquisition Corporation filed a Form 8-K noticing the            
change of control effected August 31, 2011 with the redemption of an            
aggregate of 18,500,000 shares of the then outstanding 20,000,000 shares        
of common stock, issuance of additional shares of common stock, the             
election of new directors and appointment of new officers.  Mr.                 
Cassidy and Mr. McKillop each beneficially retained 750,000 shares              
of stock.  Messrs. Cassidy and McKillop each resigned from all ofices           
and as directors.   The name of the corporation was changed to                  
BioPharma Manufacturing Solutions Inc.                                          

Boxwood Acquisition Corporation:  Form 10 filed on June 2,      
2011, file number 000-54424.  Mr. Cassidy and Mr. McKillop are both             
directors of the corporation and serve as president and vice president,         
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders            
and each is indirect beneficial owner of 10,000,000 shares.                     

Cottonwood Acquisition Corporation:  Form 10 filed on June 2,         
2011, file number 000-54424.  Mr. Cassidy and Mr. McKillop are both             
directors of the corporation and serve as president and vice president,         
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders            
and each is indirect beneficial owner of 10,000,000 shares.                     

Driftwood Acquisition Corporation:  Form 10 filed on June 2,          
2011, file number 000-54424.  Mr. Cassidy and Mr. McKillop are both             
directors of the corporation and serve as president and vice president,         
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders            
and each is indirect beneficial owner of 10,000,000 shares.                     

Conflicts of Interest                                                           

The officers and directors of Yellowwood 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 Yellowwood.                                                          

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:                                                 

Amberwood Acquisition Corporation                                     
Bluewood Acquisition Corporation                                      
Rosewood Acquisition Corporation                                      
Silverwood 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 Oakwood Acquisition Corporation which is a blank check          
company  with a purpose similar to that of Yellowwood.                          

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 Yellowwood 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, or by arbitrary selection.                                      

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Other blank check companies may differ from Yellowwood 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 Yellowwood.  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 Yellowwood 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              
Yellowwood.  Mr. Cassidy intends to devote as much time to the activities       
of Yellowwood 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 Yellowwood.                                                         

Mr. Cassidy is the president, sole director and shareholder of        
Tiber Creek Corporation, which is a shareholder of Yellowwood.  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 Yellowwood.  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 Yellowwood.  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 Yellowwood.  The amount            
of common stock which may be sold or continued to be owned by MB                
Americus cannot be determined at this time.                                     

The terms of a business combination may provide for a nominal         
payment by cash to Tiber Creek Corporation and MB Americus LLC for              
the retirement of all or part of the common stock of Yellowwood owned by        
them.                                                                           

Investment Company Act of 1940                                                  

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

21                                                                              
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In the event Yellowwood engages in business combinations which        
result in Yellowwood holding passive investment interests in a number of        
entities, Yellowwood could be subject to regulation under the Investment        
Company Act of 1940.  In such event, Yellowwood would be required to            
register as an investment company and could be expected to incur                
significant  registration and compliance costs.  Yellowwood has obtained        
no formal  determination from the Securities and Exchange Commission as         
to the status of Yellowwood under the Investment Company Act of 1940.           
Any violation of such Act would subject Yellowwood to material adverse          
consequences.                                                                   

ITEM 6.  EXECUTIVE COMPENSATION                                                 

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

Cassidy & Associates may perform legal services for Yellowwood        
after the business combination and Mr. Cassidy is a principal of such           
law firm.                                                                       

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

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

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

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

As the organizers and developers of Yellowwood, James Cassidy and       
James McKillop may be  considered promoters.  Mr. Cassidy has provided          
services to Yellowwood without charge consisting of preparing and filing        

22                                                                              
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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 Yellowwood until a business combination is effected, without        
repayment.  Tiber Creek is a shareholder of Yellowwood and may receive          
benefits in the future if the company is able to effect a business combination  
beneficial to the company.                                                      

Yellowwood 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 8.    LEGAL PROCEEDINGS                                                    

There is no litigation pending or threatened by or against      
Yellowwood.                                                                     

ITEM 9.    MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON             
EQUITY AND RELATED STOCKHOLDER MATTERS                    

(a)  Market Price.  There is no trading market for Yellowwood's 
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 a market         
does develop, that it will continue.   There is no common stock or other        
equity subject to any outstanding options or warrants or any securities         
convertible into common stock of Yellowwood nor  is any common stock            
currently being publicly offered by Yellowwood.  At the time of this            
registration, no shares issued by Yellowwood are available for sale pursuant    
to Rule 144 promulgated pursuant to the Rules and Regulations of the            
Securities and Exchange Commission but after the requisite holding period,      
the shareholders of Yellowwood could offer their shares for sale pursuant       
to such rule.  However, all the shareholders of Yellowwood are officers and     
directors and as such are subject to the rules governing affiliated persons     
for sales pursuant to Rule 144.  The holding period will commence upon a        
filing of required information reporting a business combination by which        
the Company ceases to be a blank check company and extends for a period         
of one year thereafter.                                                         

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

   (c)  Dividends.  Yellowwood has not paid any dividends to date, and
has no plans to do so in the immediate future.  Yellowwood presently            
intends to retain all earnings, if any, for use in its 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 Yellowwood's revenues and earnings, if any, capital             
requirements and financial conditions.  The payment of dividends would          
be within the discretion of Yellowwood's Board of Directors.                    

23                                                                              
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ITEM 10.  RECENT SALES OF UNREGISTERED SECURITIES.                              

During the past three years, Yellowwood has issued 20,000,000   
common shares pursuant to Section 4(2) of the Securities Act of 1933 for        
an  aggregate purchase price of $2,000:                                         

On September 27, 2011, Yellowwood issued the following shares of its  
common stock:                                                                   

Name                   Number of Shares      Consideration                      

Tiber Creek Corporation    10,000,000          $1,000                           
MB Americus LLC            10,000,000          $1,000                           

ITEM 11.  DESCRIPTION OF REGISTRANT'S  SECURITIES TO BE REGISTERED              

The authorized capital stock of Yellowwood consists of 100,000,000      
shares of common stock, par value $.0001 per share, of which there are          
20,000,000 issued and outstanding and 20,000,000 shares of preferred            
stock, par value $.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 Yellowwood; 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 in dividends, if any, as may be             
declared from time to time by the Board of Directors in its discretion          
from funds legally available therefor.  In the event of a liquidation,          
dissolution or winding up of Yellowwood, the holders of common stock are        
entitled to share pro rata all assets remaining after payment in full of        
all  liabilities. All of the outstanding shares of common stock are fully       
paid and non-assessable.                                                        

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

24                                                                              
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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 Delaware, to establish from time to time the           
number of shares to be included in each such series, and to fix the             
designation, powers, preferences and rights of the shares of each such          
series and the qualifications, limitations or 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       
dividend or liquidation rights.  Any future issuance of preferred stock may     
have the effect of delaying, deferring or preventing a change in control        
of Yellowwood without further action by the shareholders and may adversely      
affect the voting and other rights of the holders of common stock.  At          
present, Yellowwood has no plans to issue any preferred stock nor adopt         
any series, preferences 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 an 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 certain  circumstances, the issuance of preferred stock         
could adversely affect the voting power of the holders of the common stock.     

Although the Board of Directors is required to make any determination 
to issue such stock based on its judgment as to the best interests of the       
stockholders of Yellowwood, the Board of Directors could act in a manner        
that would discourage an acquisition attempt or other transaction that          
some, or a majority, of 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 prior to any issuance of         
currently authorized stock, unless otherwise required by law or otherwise.      
Yellowwood has no present plans to issue any preferred stock.                   

Trading of Securities in Secondary Market                                       

Following a business combination, a target company will normally wish 
to cause Yellowwood'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.  Such steps will normally involve filing     
a registration statement under the Securities Act.  Such registration           
statement may include securities held by current shareholders or offered by     
Yellowwood, including warrants, shares underlying warrants, and debt            
securities.                                                                     

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 In order to qualify for listing on the Nasdaq Capital Market, a company
must have 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     
of $750,000; (ii) public float of 1,000,000 shares with a market value of       
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300       
round-lot shareholders and (vi) an operating history of one year or, if         
less than one year, $50,000,000 in market capitalization.  For continued        
listing on the Nasdaq Capital Market, a company must have at least (i)          
nettangible assets of $2,000,000 or market capitalization of $35,000,000        
ornet 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.      

If, after a business combination and qualification of its securities  
for trading, Yellowwood does not meet the qualifications for listing on the     
Nasdaq Capital Market, Yellowwood 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 a Form 211 with Regulation, Inc.                  

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 Yellowwood may elect to have its securities initially
quoted in the Pink Sheets published by Pink OTC Markets Inc.                    

In general there is greatest liquidity for traded securities on the   
Nasdaq Capital 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 Yellowwood will be traded following a business        
combination and qualification of its securities for trading.                    

The National Securities Market Improvement Act of 1996 limited the    
authority of 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 Sections 13 or 15(d) of the Exchange Act.  Upon        
effectiveness of this registration statement, Yellowwood will be required       
to, and will, file reports under Section 13 of the Exchange Act.  As a          
result, sales of Yellowwood's common stock in the secondary market by the       
holders thereof may then be made pursuant to Section 4(1) of the                
Securities Act (sales other than by an issuer, underwriter or broker)           
without qualification under 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. The holding period will commence upon a                    
filing of required information reporting a business combination by which        
the Company ceases to be a blank check company and extends for a period         
of one year thereafter.                                                         

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Transfer Agent                                                                  

It is anticipated that StockTrans, Inc., Ardmore, Pennsylvania will   
act as transfer agent for the common stock of Yellowwood.                       

Additional Information                                                          

This registration statement and all other filings of Yellowwood     
when made with the Securities and Exchange Commission may be viewed and         
downloaded at the Securities and Exchange Commission's website at               
www.sec.gov.  Yellowwood will be subject to the reporting requirements          
of the Securities Act of 1934 automatically 60 days after filing of             
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 a provision            
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 the director's duty of            
loyalty to the corporation or its stockholders, (ii) for acts or                
omissions not in good faith or which involve intentional misconduct or          
a knowing violation of law, (iii) under Section 174 (relating to liability      
for unauthorized acquisitions or redemptions of, or dividends on,               
capital stock) of the General Corporation Law of the State of Delaware,         
or (iv) for any transaction from which the director derived an improper         
personal benefit. Yellowwood's certificate of incorporation contains such       
a provision.                                                                    

 Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers or persons     
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 SUPPLEMENTARY DATA.                        

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

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

Yellowwood 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 Yellowwood
for the period ended October 31, 2011.  The following financial                 
statements are attached to this report and filed as a part thereof.             

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FINANCIAL STATEMENTS FOR            
Period from September 21, 2011        
(Inception) to OCtober 31, 2011         
29                                                                              

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______________________________________________________________________          
FINANCIAL STATEMENTS                                                            

Report of Independent Registered Public Accounting Firm            F-1          

Balance Sheet as of October 31, 2011                               F-2          

Statement of Operations for the Period from September 21, 2011                  
(Inception) to October 31, 2011                                    F-3          

Statement of Changes in Stockholders' Equity for the Period                     
from September 21, 2011 (Inception) to October 31, 2011            F-4          

Statement of Cash Flows for the Period from September                           
21, 2011 (Inception) to October 31, 2011                           F-5          

Notes to Financial Statements                                    F6-F9          

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______________________________________________________________________          

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                 

To the Board of Directors                                                       
Yellowwood Acquisition Corporation (A Development Stage Company)                

We have audited the accompanying balance sheet of Yellowwood                    
Acquisition Corporation (the "Company") as of October 31, 2011, and             
the related statements of operations, stockholders' equity and cash             
flows for the period from September 21, 2011 (Inception) through                
October 31, 2011. These financial statements are the responsibility of          
the Company'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           
October 31, 2011 and the results of its operations and its cash flows for       
the period from September 21, 2011 (Inception) through October 31, 2011,        
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. The Company has a loss            
from operations and an accumulated deficit of $750 from September 21,           
2011 (Inception) through October 31, 2011. As discussed in Note 2 to the        
financial statements, the Company is in the development stage and a             
significant amount of additional capital will be necessary to advance           
operations to the point at which the Company is profitable. These               
conditions, among others, raise substantial doubt about the Company's           
ability to continue as a going concern. Management's plans regarding            
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                                                               
November 8, 2011                                                                

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______________________________________________________________________          

YELLOWWOOD ACQUISITION CORPORATION  
(A DEVELOPMENT STAGE COMPANY)     
BALANCE SHEET       

ASSETS                              
                                    October 31, 2011
                                   -----------------

Current Assets                                                              
Cash                                         $         2,000            
                                   -----------------
TOTAL ASSETS                                   $         2,000              
                                   =================

STOCKHOLDERS' Equity                          

Preferred Stock, $0.0001 par value,                                         
20,000,000 shares authorized; none                                      
outstanding                                  $           -              
Common Stock, $0.0001 par value,100,000,000                                 
shares authorized; 20,000,000 shares issued                             
and outstanding                                        2,000            
Additional paid-in capital                                 750              
Deficit accumulated during the                                              
development stage                                       (750)           
                                   -----------------

TOTAL STOCKHOLDERS' EQUITY                     $         2,000              
                                   =================

See accompanying notes to financial statements        

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______________________________________________________________________          

YELLOWWOOD ACQUISITION CORPORATION  
(A DEVELOPMENT STAGE COMPANY)     
STATEMENT OF OPERATIONS       

                                       For the period from
                                      September 21, 2011
                                      (Inception) to
                                      October 31, 2011
                                     -----------------

Operating expenses                           $           750            
                                     -----------------

Net loss                                     $          (750)           
                                   =================

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

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

See accompanying notes to financial statements    

F-3         

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______________________________________________________________________          

                                                        [Enlarge/Download Table]


                      YELLOWWOOD ACQUISITION CORPORATION                               
                       (A DEVELOPMENT STAGE COMPANY)                                   
               STATEMENT OF CHANGES IN STOCKERHOLDERS' EQUITY                          

                                                             Deficit                   
                                                             Accumulated               
                            Common Stock         Additional  During the   Total        
                         ---------------------   Paid-In     Development  Stockholders'
                         Shares       Amount     Capital     Stage        Equity       
                         ---------    --------   ---------   -----------  -----------  
                                                                                       

Balance, September 21,                                                                 
   2011 (Inception)             -     $    -     $    -      $    -       $     -      

Common stock issued      20,000,000     2,000         -           -          2,000     

Additional paid-in                                                                     
  capital                       -           -         750         -            750     

Net loss                        -           -         -          (750)        (750)    
                         ----------    --------   --------   -----------  ---------    

Balance,                                                                               
   October 31, 2011      20,000,000   $ 2,000     $   750    $   (750)     $ 2,000     
                         ==========    ======     ========   ==========    =======     


See accompanying notes to financial statements  

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______________________________________________________________________          

YELLOWWOOD ACQUISITION CORPORATION  
(A DEVELOPMENT STAGE COMPANY)     
STATEMENT OF CASH FLOWS       

                                     For the period from
                                      September 21, 2011
                                      (Inception) to
                                      October 31, 2011
                                     -----------------

OPERATING ACTIVITIES                                                            

Net loss                                       $        (750)             
                                  --------------
Cash used in operating activities                 (750)       
                                  --------------
FINANCING ACTIVITIES                                                            

Proceeds from the issuance of common stock              2,000             

Proceeds from stockholders' additional                                    
paid-in capital                                         750           
                                   -----------------
Cash provided by                                                
financing activities                               2,750        
                                   -----------------
Net increase in cash                                    2,000             

Cash, beginning of period                                  -              
                                   -----------------
Cash, end of period                           $         2,000             
                                   =================

See accompanying notes to financial statements      

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______________________________________________________________________          

Yellowwood Acquisition Corporation      
(A Development Stage Company)       
Notes to Financial Statements       

NOTE 1   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES               

NATURE OF OPERATIONS                                                            

Yellowwood Acquisition Corporation ("Yellowwood" or "the Company")              
was incorporated on September 21, 2011 under the laws of the State of           
Delaware to engage in any lawful corporate undertaking, including, but          
not limited to, selected mergers and acquisitions. Yellowwood 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. Yellowwood will attempt to locate and negotiate    
with a business entity for the combination of that target company with          
Yellowwood. 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 Yellowwood will be successful in locating or       
negotiating with any target company. Yellowwood 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 selected December 31 as            
its fiscal year end.                                                            

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.                               

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______________________________________________________________________          

Yellowwood Acquisition Corporation      
(A Development Stage Company)       
Notes to Financial Statements       

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

LOSS PER COMMON SHARE                                                           

Basic loss per common share excludes dilution and is computed by dividing       
net loss 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 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 loss of the entity. As of               
October 31, 2011, there were no outstanding dilutive securities.                

FAIR VALUE OF FINANCIAL INSTRUMENTS                                             

FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a            
three-tier fair value hierarchy, which prioritizes the inputs in measuring      
fair value. The hierarchy prioritizes the inputs into three levels based        
on the extent to which inputs used in measuring fair value are observable       
in the market.                                                                  

These tiers include:                                                            

Level 1: defined as observable inputs such as quoted prices in        
active markets;                                     

Level 2: defined as inputs other than quoted prices in active         
      markets that are either directly or indirectly observable;
and                                                 

Level 3: defined as unobservable inputs in which little or no         
market data exists, therefore requiring an entity to
develop its own assumptions                         

The carrying amount of the financial asset approximates its fair value          
because of the short maturity of the instrument.                                

NOTE 2 - GOING CONCERN                                                          

The Company is in the development stage and has incurred a net loss and         
an accumulated deficit of $750 since inception of the Company on                
September 21, 2011. The Company's continuation as a going concern is            
dependent on its ability to generate sufficient cash flows from operations      
to meet its obligations, which it has not been able to accomplish to date,      
and /or obtain additional financing from its stockholders and/or other          
third parties.                                                                  

F-7     

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______________________________________________________________________          

Yellowwood Acquisition Corporation      
(A Development Stage Company)       
Notes to Financial Statements       

NOTE 2 - GOING CONCERN (CONTINUED)                                              

These financial statements have been prepared on a going concern basis,         
which implies the Company will continue to meet its obligations and             
continue its operations for the next fiscal year. 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 negotiating         
with a business entity for the combination of that target company with the      
Company.                                                                        

Tiber Creek Corporation, a company affiliated with 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 financial statements do not include any                 
adjustments to reflect the possible future effects on the recoverability        
and classification of assets or the amounts and classifications of              
liabilities that may result should the Company be unable to continue as         
a going concern.                                                                

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS                                       

In December 2010, the FASB issued ASU 2010-29, Disclosure of                    
Supplementary Pro Forma Information for Business Combinations. This             
proposed ASU reflects the consensus-for-exposure in EITF Issue No.              
10-G, "Disclosure of Supplementary Pro Forma Information for Business           
Combinations." The Amendments in this proposed ASU specify that if a            
public entity presents comparative financial statements, the entity             
would disclose revenue and earnings of the combined entity as though            
the business combination(s) that occurred during the current year had           
occurred as of the beginning of the comparable prior annual reporting           
period only. This ASU would also expand the supplemental pro forma              
disclosures under Codification Topic 805, Business Combinations, to             
include a description of the nature and amount of material, nonrecurring        
pro forma adjustments directly attributable to the business combination.        
This proposed ASU would be effective prospectively for business                 
combinations that are consummated on or after the beginning of the first        
annual reporting period beginning on or after December 15, 2010. Early          
adoption would be permitted. The adoption of this ASU did not have a            
material impact to our financial statements. 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 adoption of this guidance       
did not have a material impact on the Company's financial statements and        
related disclosures.                                                            

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______________________________________________________________________          

Yellowwood Acquisition Corporation      
(A Development Stage Company)       
Notes to Financial Statements       

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)                           

In May 2011, the Financial Accounting Standards Board ("FASB") issued           
a new accounting standard on fair value measurements that clarifies the         
application of existing guidance and disclosure requirements, changes           
certain fair value measurement principles and requires additional               
disclosures about fair value measurements. The standard is effective for        
interim and annual periods beginning after December 15, 2011. Early             
adoption is not permitted. The Company does not expect the adoption of          
this accounting guidance to have a material impact on its financial             
statements and related disclosures.                                             

NOTE 4 - RELATED PARTY TRANSACTIONS                                             

On September 27, 2011, the Company issued 20,000,000 common shares              
to two directors and officers 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         
November 8, 2011, the date the financial statements were available to           
be issued.                                                                      

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______________________________________________________________________          

INDEX TO EXHIBITS                     

EXHIBIT NUMBER      DESCRIPTION                                                 

3.1*                 Certificate of Incorporation of Yellowwood                 
Acquisition Corporation 

3.2*                 By-Laws of Yellowwood Acquisition Corporation              

3.3*                 Specimen stock certificate of Yellowwood                   
Acquisition Corporation 

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______________________________________________________________________          

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.                        

                      YELLOWWOOD ACQUISITION CORPORATION

                     By: /s/  James Cassidy, President

Date: January 9, 2012                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

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