Bristol Rhace Natural Resource Corp - FORM 10-K

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EX-31 - Bristol Rhace Natural Resource Corp	exh31kbristolcfoceo.txt
EX-32 - Bristol Rhace Natural Resource Corp	ex32bristolrhaceocfo.txt

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)

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

For the fiscal year ended December 31, 2011

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

Commission file number 000-54147

BRISTOL RHACE NATURAL RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 27-3567767
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

PO Box 535
Manson, Iowa 50573
(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code: 712-469-3648

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

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

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

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

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

[ ] Yes [ X ] No

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

[ X ] Yes [ ] No

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

[ X ] Yes [ ] No

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

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

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

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

[ X ] Yes [ ] No

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

$ 0

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

Class Outstanding at
December 31, 2012

Common Stock, par value $0.0001 1,500,000

Documents incorporated by reference: None

PART I

Item 1. Business

Bristol Rhace Natural Resource Corporation (formerly Oakwood
Acquisition Corporation (the "Company") was incorporated
on July 19, 2010 under the laws of the State of Delaware to engage in
any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions.

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

On November 30, 2011 the Company effected a change in its control
with the following actions:

1. The Company redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock at a redemption price of $.0001
per share for an aggregate redemption price of $1,950.

2. New officers and directors were appointed and elected and the
prior officers and directors resigned.

3. On December 1, 2011, the Company then issued 1,000,000 shares
of its common stock pursuant to Section 4(2) of the Securities Act
of 1933.

On November 30, 2011, the shareholders of the Corporation and the
Board of Directors unanimously approved the change of the Registrant's
name to Bristol Rhace Natural Resource Corporation and filed such changes
with the State of Delaware.

The Company has been in the developmental stage since inception
and its operations to date have been limited to filing a registration
statement and issuing shares of its common stock to the original
shareholders and to the subsequent shareholders to whom control of the
Company was transferred. Subsequent to the period covered by this
report, the Company is raising capital through the private sale of
its securities pursuant to Regulation D of the Rules and Regulations
of the Securities and Exchange Commission. The Company filed a Form
D in 2012.

The Company has sustained operating losses since inception on
July 19, 2010. At December 31, 2011, the Company has total stockholders'
deficit of $2,400. The Company also has a net loss from operations
of $1,150 for the year ended December 31, 2011.

The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with a
business entity for the combination with a target company.

Management plans to use their personal funds to pay all
expenses incurred by the Company in 2012. 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.

The Company intends to develop an oil, gas and mining company with
a main goal to purchase existing oil and gas production with proven
reserves. The short-term corporate goals are to purchase oil and gas
productions to establish a cash flow, invest proceeds of production in
drill sites, primarily in offset wells which have minimal risk. The
primary focus will be in known production areas such as Texas,
Oklahoma, Wyoming and Colorado. In the long-term, the company would
like to acquire actively pumping natural gas wells. No assurances can
be given that the Company will be successful in achieving these goals.

The Company may enter into a business combination with an existing
company. 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. The Company has not
entered into any agreements or contracts as of the date of this report for
any such business combination.

Item 2. Properties

The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses
the offices of sole officer and director.

Item 3. Legal Proceedings

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

Item 4. Mine Safety Disclosures

Not applicable.

PART II

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

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

The Company may wish to cause the Company's common stock to trade
in one or more United States securities markets once it begins operations
and becomes qualified.

If at some time the Company qualifies, the Company may choose to
apply for quotation of its securities on the OTC Bulletin Board.

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

In January, 2012, the Company has raised $462 through
the private sale of its common stock. The Company may continue to
try to raise capital by the private sale of its securities.

Item 6. Selected Financial Data.

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

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

The Company has sustained operating losses since inception
on July 19, 2010.

At December 31, 2011, the Company has total stockholders'
deficit of $2,400.

The Company also has a net loss from operations of $1,150 for
the year ended December 31, 2011.

The management plans to use their personal funds to pay all
expenses incurred by the Company in 2012. 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.

The Company may also seek a business combination with an on-
going entity which will provide it with operations and a position
from which to implement its business plan. The Company has not made
any inquiries or investigations of any such combination.

The Company has no operations nor does it currently engage in any
business activities generating revenues.

2011 Year-End Analysis

The Company has received no income, has had no operations
nor expenses, other than Delaware state fees and accounting fees
as required for incorporation and for the preparation of the
Company's financial statements and for the payment of certain
expenses related to the initial beginning of implementing its business
plan.

As of December 31, 2011, the Company had not generated revenues
and had no income or cash flows from operations since inception. At
December 31, 2011, the Company had a net loss from operations of
$2,400.

RECENT ACCOUNTING PRONOUNCEMENTS - Adopted

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.

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.

In September 2011, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") 2011-08,
"Intangibles-Goodwill and Other (Topic 350): Testing Goodwill
Impairment" which is intended to simplify goodwill impairment testing by
permitting the assessment of qualitative factors to determine whether
events and circumstances lead to the conclusion that it is necessary to
perform the traditional two-step impairment test. Under this update, we
are not required to calculate the fair value of our reporting units unless
we conclude that it is more likely than not (likelihood of more than 50%)
that the carrying value of our reporting units is greater than the fair
value of such units based on our assessment of events and circumstances.
This update is effective for fiscal years beginning after December 15,
2011, with early adoption permitted. We have adopted the provisions of
this update at the beginning of our fourth quarter. The adoption of this
provision did not have a material impact on our financial statements.

Not Yet Adopted

In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve
Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and International Financial Reporting Standards (IFRS) of Fair
Value Measurement Topic 820." ASU 2011-04 is intended to provide a
consistent definition of fair value and improve the comparability of fair
value measurements presented and disclosed in financial statements
prepared in accordance with U.S. GAAP and IFRS. The amendments
include those that clarify the FASB's intent about the application of
existing fair value measurement and disclosure requirements, as well as
those that change a particular principle or requirement for measuring fair
value or for disclosing information about fair value measurements. This
update is effective for annual and interim periods beginning after
December 15, 2011. The Company does not expect the adoption of this
accounting guidance to have a material impact on its financial statements
and related disclosures.

Item 8. Financial Statements and Supplementary Data

The financial statements for the year ended December 31, 2011
are attached hereto.

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

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

Item 9A. Controls and Procedures

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

Management's Report of Internal Control over Financial Reporting

The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's
sole officer, its president, conducted an evaluation of the
effectiveness of the Company's internal control over financial reporting
as of December 31, 2011, based on the criteria establish in Internal
Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treaedway Commission. Based on this evaluation,
management concluded that the Company's internal control over financial
reporting was effective as of December 31, 2011, based on those criteria.
A control system can provide only reasonably, not absolute, assurance
that the objectives of the control system are met and no evaluation
of controls can provide absolute assurance that all control issues have
been detected.

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

Changes in Internal Control Over Financial Reporting

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

9B. Other information

Not applicable.

PART III

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

The Directors and Officers of the Company are as follows:

Name Positions and Offices Held
----------------- -----------

David Wooldridge Director, President,
Chief Financial Officer

Management of the Company

The Company has no full time employees. The officer and director
will allocate a limited portion of time to the activities of the Company
without compensation.

David Wooldridge. Mr. Wooldridge serves as the sole director of the
Company and its Chief Executive Officer and Chief Financial Officer.
Mr. Wooldridge received his Associates Degree in mine management from the
Alaska State School of Mines and worked for MCOR Wyoming Oil and Gas. From
1991 to 2000 Mr. Wooldridge worked in the development and management of
domestic and foreign mining operations for a majori mining company. From
2004 to the present, Mr. Wooldridge has owned and operated a retail grocery
store in northwest Iowa.

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

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

The Board of Directors has not established any committees.

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

Item 11. Executive Compensation

The Company's officer and director does not receive any compensation
for services rendered to the Company. No compensation was paid to the
prior officers and directors of the Company. There is no accrual of any
compensation pursuant to any agreement with the Company by any officer
or director.

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

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

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

The following table sets forth, as of December 31, 2011, the
period covered by this Report, each person known by the Company to be the
beneficial owner of five percent or more of the Company's common stock
and the director and officer of the Company. Except as noted, the holder
thereof has sole voting and investment power with respect to the shares
shown.

Amount of Beneficial Percent of
Name Beneficial Owner Ownership Outstanding Stock

David Wooldridge 1,000,000 66.6%
Director, President, Chief
Financial Officer

Tiber Creek Corporation (1) 250,000 16.7%

MB Americus LLC (2) 250,000 16.7%

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

(2) James McKillop, the former vice president and a former director
of the Company, is the sole principal of MB Americus LLC, a
California limited liability corporation. Mr. McKillop is deemed to
be the beneficial owner of the shares of stock owned by MB Americus LLC.
Mr. McKillop may be deemed to be a promoter of the Company.

Item 13. Certain Relationships and Related Transactions and
Director Independence

The Company has one director who also serves as its sole officer
and is the majority shareholder. The director would not be deemed
to be an independent director.

James Cassidy, the former president and a former director of
the Company, is the sole shareholder and director of Tiber Creek
Corporation a 16% shareholder. Mr. Cassidy may be deemed to be
the beneficial owner of the shares of stock owned by Tiber Creek
Corporation. Mr. Cassidy may be deemed to be a promoter of the
Company.

James McKillop, the former vice president and a former director
of the Company, is the sole principal of MB Americus LLC, a
California limited liability. Mr. McKillop is deemed to
be the beneficial owner of the shares of stock owned by MB
Americus LLC.Mr. McKillop may be deemed to be a promoter of the Company.

Item 14. Principal Accounting Fees and Services.

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

Audit Fees

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

December 31, 2011 December 31, 2010
----------------- -----------------
1,150 1,250
======= ======
Audit-Related Fees

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

PART IV

Item 15. Exhibits, Financial Statement Schedules

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

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm 1

Balance Sheet as of December 31, 2011 and December 31, 2010 2

Statement of Operations for the Years Ended December 31,
2011 and 2010 and for the Period from July 19, 2010
(Inception) to December 31, 2011 3

Statement of Cash Flows for the Year Ended December 31,
2011 and for the Period from July 19, 2010 to
December 31, 2011 4

Statement of Changes in Stockholders' Equity as of
December 31,2011 5

Notes to Financial Statements 6-9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Bristol Rhace Natural Resource Corporation

We have audited the accompanying balance sheet of Bristol Rhace Natural
Resource Corporation (the "Company") as of December 31, 2011, and the
related statements of operations, stockholders' equity and cash flows for
the year then ended. 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 audit in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
The Company was not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of
December 31, 2011 and the results of its operations and its cash flows
for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.

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

/s/ Anton & Chia LLP
Newport Beach, CA
March 29, 2012

BRISTOL RHACE NATURAL RESOURCE CORPORATION
(formerly OAKWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET

ASSETS

December 31, December 31,
2011 2010
------------ ------------

Current Assets
Cash $ 1,050 $ 2,000
Prepaid expense 85,000
------------ ------------
TOTAL ASSETS $ 86,050 $ 2,000
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable
Accrued liability $ 400 $ -
------------ ------------
TOTAL LIABILITIES $ 400 $ -
------------ ------------

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;
1,500,000 shares issued and
outstanding 150 2,000

Additional paid-in capital 87,900 1,250

Deficit accumulated during the
development stage (2,400) (1,250)
------------ ------------

TOTAL STOCKHOLDERS' EQUITY $ 85,650 $ 2,000
============ ============
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 85,050 $ 2,000
------------ ------------

The accompanying notes are an integral part of these financial statements

BRISTOL RHACE NATURAL RESOURCE CORPORATION
(formerly OAKWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS

For the period from
July 19, 2010
The year ended The year ended (Inception) to
December 31, December 31, December 31,
2011 2010 2011
------------- ------------ -----------
(Unaudited)

Operating expenses $ 1,150 $ 1,250 $ 2,400

Net loss $ (1,150) $ (1,250) $ (2,400)
============= ============ ============

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

Weighted average shares-
basic and diluted 18,426,027 20,000,000
------------- ------------

The accompanying notes are an integral part of these financial statements

BRISTOL RHACE NATURAL RESOURCE CORPORATION
(formerly OAKWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS

For the period from
July 19, 2010
The year ended (Inception) to
December 31, 2011 December 31, 2011
------------------ ----------------
(Unaudited)
------------------ ----------------

OPERATING ACTIVITIES

Net loss $ (1,150) $ (2,400)
------------------ ----------------

Changes in Operating assets and liabilities
Increase in accounts payable 400 400
Prepaid expense (85,000) (85,000)
------------------ ----------------
Cash used in Operating Activities $ (85,750) $ (87,000)
------------------ ----------------
FINANCING ACTIVITIES

Common stock redemption $ (1,950) $ (1,950)
Proceeds from issuance of common stock 1,000 3,000
Proceeds from stockholders' additional
paid-in capital 85,750 87,000
------------------ ----------------
Cash provided by financing activities 84,800 88,050
------------------ ----------------
Net decrease in cash (950) 1,050

Cash, beginning of period 2,000 -
------------------ ----------------
Cash, end of period $ 1,050 $ 1,050
================== ================

The accompanying notes are an integral part of these financial statements

BRISTOL RHACE NATURAL RESOURCE CORPORATION
(formerly OAKWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

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

Balance, July 19,
2010 (Inception) - $ - $ - $ - $ -

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

Expenses paid by
shareholders - - 1,250 - 1,250
Net loss - - - (1,250) (1,250)
----------- --------- ---------- ---------- ----------
Balance, December 31,
2010 20,000,000 $ 2,000 $ 1,250 $ (1,250) $ 2,000
=========== ========= ========== ========== ==========
Shares redeemed for
cash (19,500,000) (1,950) (1,950)
Shares issued for cash 1,000,000 100 900 1,000
Shareholder contribution - - 85,750 85,750
Net loss - - - (1,150) (1,150)
----------- --------- ---------- ---------- ----------
Balance, December 31,
2011 1,500,000 $ 150 $ 87,900 $ (2,400) $ 85,650
=========== ========= ========== ========== ==========

The accompanying notes are an integral part of these financial statements

BRISTOL RHACE NATURAL RESOURCE CORPORATION
(formerly OAKWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements

NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES

NATURE OF OPERATIONS

Bristol Rhace Natural Resource Corporation ("the Company") (formerly
Oakwood Acquisition Corporation) was incorporated on July 19, 2010
under the laws of the State of Delaware to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and
acquisitions. The Company has been in the developmental stage since
inception and its operations to date have been limited to issuing shares
to its original shareholders and filing a registration statement. The
Company intends to develop an oil, gas and mining company with a main
goal to purchase existing oil and gas production with proven reserves.
The short-term corporate goals are to purchase oil and gas productions
to establish a cash flow, invest proceeds of production in drill sites,
primarily in offset wells which have minimal risk. The primary focus
will be in known production areas such as Texas, Oklahoma, Wyoming and
Colorado. In the long-term, the company would like to acquire actively
pumping natural gas wells. No assurances can be given that the Company
will be successful in achieving the aforementioned goals. 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.

CONCENTRATION OF RISK

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

BRISTOL RHACE NATURAL RESOURCE CORPORATION
(formerly OAKWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements

INCOME TAXES

Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized.

LOSS PER COMMON SHARE

Basic loss per common 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 December 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 amounts of financial assets and liabilities, such as
cash and accrued liabilities approximate their fair values because
of the short maturity of these instruments.

NOTE 2 - GOING CONCERN

The Company has sustained operating losses since inception on July 19,
2010. Additionally, the Company has total stockholders' deficit of
$2,400 at December 31, 2011. The Company also has a net loss from
operations of $1,150 for the year ended December 31, 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.

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 negotiate with
a business entity for the combination of that target company with the
Company.

The management plans to use their personal funds to pay all expenses
incurred by the Company in 2012. 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.

BRISTOL RHACE NATURAL RESOURCE CORPORATION
(formerly OAKWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

Adopted

Not Yet Adopted

In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve
Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and International Financial Reporting Standards (IFRS) of Fair
Value Measurement Topic 820." ASU 2011-04 is intended to provide a
consistent definition of fair value and improve the comparability of
fair value measurements presented and disclosed in financial statements
prepared in accordance with U.S. GAAP and IFRS. The amendments
include those that clarify the FASB's intent about the application of
existing fair value measurement and disclosure requirements, as well as
those that change a particular principle or requirement for measuring fair
value or for disclosing information about fair value measurements. This
update is effective for annual and interim periods beginning after
December 15, 2011. The Company does not expect the adoption of this
accounting guidance to have a material impact on its financial statements
and related disclosures.

BRISTOL RHACE NATURAL RESOURCE CORPORATION
(formerly OAKWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements

NOTE 4 COMMON STOCK

On July 19, 2010, the Company issued 20,000,000 common shares to its
sole director and officer for $2,000 in cash.

On November 30, 2011, the Company redeemed an aggregate of
19,500,000 of the then 20,000,000 shares of outstanding stock at a
redemption price of $.0001 per share for an aggregate redemption price
of $1,950.

On December 1, 2011, the Company issued 1,000,000 shares of its
common stock at par for an aggregate of $1,000.

NOTE 5 SUBSEQUENT EVENTS

During January 2012, the Company entered into subscription agreements
with various investors. Under these agreements, the Company is obligated
to sell to the investors shares of common stock at the price of $0.001
per share. The total amount of shares subscribed is 462,000, and the total
stock subscription price is $462.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Exhibits

31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002

32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002

SIGNATURES

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

BRISTOL RHACE NATURAL RESOURCE CORPORATION

By: /s/ David Wooldridge
President (Chief executive officer)
Dated: March 29, 2012

By: /s/ David Wooldridge
Treasurer (Chief financial officer)

Dated: March 29, 2012

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

NAME OFFICE DATE

/s/ David Wooldridge Director March 29, 2012

Attached files

Bristol Rhace Natural Resource Corp Reports

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