SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30,~~March ~~2016~~31, 2017

ORor

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to ___

Commission File No. 000-55389

RANDOLPH ACQUISITIONS, INC.
(Exact name of registrant as specified in its charter)

Delaware		47-3152749
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

50Randolph ~~Hurt Plaza~~Acquisitions, ~~Suite 806 Atlanta, Georgia 30303 (Address of principal executive offices) (zip code)~~Inc.

4228 First Avenue

Suite# 15

Tucker, GA 30084

(Address of principal executive offices) (zip code)

404-267-7093
(Registrant's telephone number, including area code)

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). Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," ~~and~~ "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller Reporting Company x Emerging growth company x

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x¨ No ¨x

~~Indicate~~If ~~the~~an ~~number~~emerging ofgrowth ~~shares~~company, ~~outstanding~~indicate ofby ~~each~~check mark if the ofregistrant has elected not to use the ~~issuer's~~extended ~~classes~~transition ofperiod ~~stock,~~for ascomplying with any new or revised financial accounting standards provided pursuant to Section 13(1) of the ~~latest~~Exchange ~~practicable date~~Act. ¨

	Outstanding at
	February 28, 2017
Common Stock, par value $0.0001	5,500,000

As of May 22, 2017, the Company had 5,860,000 shares of its common stock, par value $.0001 per share, issued and outstanding.

RANDOLPH ACQUISITIONS, INC. ~~FORM 10-Q~~ TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements
	Condensed Balance Sheets, September 30, 2016 (unaudited) and December 31, 2015	1
	Condensed Balance Sheets, March 31, 2017 (unaudited) and December 31, 2016	3
	Condensed Statements of Operations, Three Months Ended September 30, 2016 and 2015, Nine Months Ended September 30, 2016 and the Period from Inception (January 12, 2015) to September 30, 2015 (unaudited)	2
	Condensed Statements of Operations, Three Months Ended March 31, 2017 and 2016 (unaudited)	4
	Condensed Statements of Cash Flows, Nine Months Ended September 30, 2016 and the Period from Inception (January 12, 2015) to September 30, 2015 (unaudited)	3
	Condensed Statements of Cash Flows, Three Months Ended March 31, 2017 (unaudited)	5
	Notes to Condensed Financial Statements (unaudited)	46
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	711
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	714
Item 4.	Controls and Procedures	714
PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	814
Item 5.	Other Information	814
Item 6.	Exhibits	915

RANDOLPH ACQUISITIONS, INC. CONDENSED BALANCE SHEETS (UNAUDITED)

	September 30,			December 31,
	2016			2015
	Unaudited
ASSETS
Total assets	$	-		$	-
LIABILITIES AND NET STOCKHOLDERS' DEFICIENCY
Current liabilities:
Due to principal stockholder		32,400			-
Total current liabilities		32,400			-
Total liabilities		32,400			-
Net capital deficiency:
Common Stock, $0.0001 par value,
100,000,000 shares authorized;
5,500,000 shares issued and
outstanding as of September 30, 2016
and December 31, 2015		550			550
Discount on Common Stock		(550	)		(550	)
Additional paid-in capital		1,166			1,166
Accumulated deficit		(33,566	)		(1,166	)
Net capital deficiency		(32,400	)		-
Total liabilities and net
capital deficiency	$	-		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

RANDOLPH ACQUISITIONS, INC. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

									Period
	Three Months			Three Months		Nine Months			from January 12,
	Ended Sept. 30,			Ended Sept. 30,		Ended Sept. 30,			2015 (Inception)
	2016			2015		2016			to Sept. 30, 2015
Revenue	$	-		$	-	$	-		$	-
Cost of revenue		-			-		-			-
Gross profit		-			-		-			-
Operating expenses		14,050			-		32,400			712
Operating loss		(14,050	)		-		(32,400	)		(712	)
Loss before income taxes		(14,050	)		-		(32,400	)		(712	)
Income tax expense		-			-		-			-
Net loss	$	(14,050	)	$	-	$	(32,400	)	$	(712	)
Loss per share -
basic and diluted	$	(0.00	)	$	-	$	(0.01	)	$	-
Weighted average shares-
basic and diluted		5,500,000			20,000,000		5,500,000			20,000,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

RANDOLPH ACQUISITIONS, INC. ~~CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)~~

				Period
	Nine			from January 12,
	months ended			2015 (Inception)
	September 30, 2016			to September 30, 2015
OPERATING ACTIVITIES
Net loss	$	(32,400	)	$	(712	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Due to shareholder		32,400			712
Net cash used in operating activities		-			-
Net increase in cash		-			-
Cash, beginning of period		-			-
Cash, end of period	$	-		$	-
Supplemental cash information
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

Condensed Balance Sheets

The accompanying notes are an integral part of these unaudited condensed financial statements.

	March 31,			December 31,
	2017			2016
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash	$	866		$	-
Restricted cash		-			1,712

Total Current Assets		866			1,712

OTHER ASSETS
Real estate property		128,750			126,750

TOTAL ASSETS	$	129,616		$	128,462

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	-		$	-
Deferred revenue		1,100			-
Note payable - related party		38,942			38,942
Note payable, current portion		4,624			4,624

Total Current Liabilities		44,666			43,566

LONG-TERM LIABILITIES
Note payable, non-current portion		121,306			122,126

Total Long-Term Liabilities		121,306			122,126

TOTAL LIABILITIES		165,972			165,692

STOCKHOLDERS’ DEFICIT
Common stock - 100,000,000 shares authorized, $0.0001 par value; 5,860,000 and 5,500,000 shares issued and outstanding at March 31, 2017 and December 31, 2016		586			550
Discount on common stock		(550	)		(550	)
Additional paid-in capital		1,166			1,166
Accumulated deficit		(37,558	)		(38,396	)

Total Stockholders’ Deficit		(36,356	)		(37,230	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	129,616		$	128,462

The accompanying notes are an integral part of these condensed financial statements.

RANDOLPH ACQUISITIONS, INC.

Condensed Statements of Operations

(Unaudited)

	For the Three Months Ended
	March 31,
	2017			2016

REVENUES

Rental income	$	4,000		$	-

OPERATING EXPENSES
Rent expense		-			7,800
Legal and professional		-			2,750
General and administrative		4,638			-

Total Operating Expenses		4,638			10,550

LOSS FROM OPERATIONS		(638	)		(10,550	)

OTHER INCOME (EXPENSES)

Miscellaneous income		2,900			-
Interest expense		(1,424	)		-

Total Other Income (Expense)		1,476			-

INCOME (LOSS) BEFORE INCOME TAXES		838			(10,550	)
Provision for income taxes		-			-

NET INCOME (LOSS)	$	838		$	(10,550	)

BASIC AND DILUTED INCOME (LOSS) PER SHARE	$	0.0001		$	(0.002	)

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		5,708,000			5,500,000

The accompanying notes are an integral part of these condensed financial statements.

RANDOLPH ACQUISITIONS, INC.

Condensed Statements of Cash Flows

(Unaudited)

	For the Three Months Ended
	March 31,
	2017			2016
OPERATING ACTIVITIES
Net income (loss)	$	838		$	(10,550	)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
Expenses paid by related party		-			10,550
Changes in operating assets and liabilities:
Restricted cash		1,712			-
Deferred revenue		1,100			-

Net Cash Provided by Operating Activities		3,650			-

INVESTING ACTIVITIES
Additions to real estate property		(2,000	)		-

Net Cash Used in Investing Activities		(2,000	)		-

FINANCING ACTIVITIES
Common stock issued for cash		36			-
Payments on note payable		(820	)		-

Net Cash Used in Financing Activities		(784	)		-

NET INCREASE (DECREASE) IN CASH	$	866		$	-
CASH AT BEGINNING OF PERIOD		-			-

CASH AT END OF PERIOD	$	866		$	-

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

NON-CASH TRANSACTIONS
Common stock issued for no consideration	$	35		$	-

The accompanying notes are an integral part of these condensed financial statements.

RANDOLPH ACQUISITIONS, INC.

Notes to Unaudited Condensed Financial Statements

~~September~~March 3031, ~~2016~~2017

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ~~ACCOUNTING~~ ACCOUNTING POLICIES

NATURE OF OPERATIONS

Randolph Acquisitions, Inc. (formerly "Purple Grotto Acquisition Corporation") ("Randolph" or the "Company") was incorporated on January 12, 2015, under the laws of the state of Delaware. The business purpose of the Company is to acquire and operate real estate properties located in Georgia and throughout the United States. The Company is currently developing plans to acquire and operate single-family, multi-family, commercial and mixed-use real estate properties using the Company’s proprietary grading matrix to identify properties for purchase.

~~The~~On December 16, 2016, the Company ~~initially~~entered into ~~was~~a inStandard Commercial Sales Contract to acquire a parcel of commercial real estate property (the ~~development~~“Property”) ~~stage~~located ~~from~~at ~~inception~~4228 1st Avenue, ~~and~~Suite ~~its~~15, ~~operations~~Tucker, ~~through~~GA 30084, for a purchase price of $126,750 plus fees. The purchase of the ~~quarter~~Property ~~ended~~closed on ~~September~~December 3029, 2016. In connection with the purchase of the Property, ~~were~~on ~~limited~~December to29, ~~issuing~~2016, ~~shares~~the toCompany ~~its~~issued ~~original~~a promissory note ~~shareholders~~to ~~and~~William ~~effecting~~C. aGottschalk, ~~change~~the seller of the property, in ~~control~~the amount of ~~the~~$126,750 ~~Company~~at ~~described~~an interest rate of 6.75% per year to be paid in ~~Note~~monthly 4installments equal to $1,122.57 per month. This promissory note shall be due and payable on January 1, 2032, unless sooner paid.

Subsequently, on December 16, 2016, the Company entered into a Standard Commercial Sales Contract to acquire a parcel of commercial real estate property (the “Property”) located at 4228 1st Avenue, Suite 15, Tucker, GA 30084, for a purchase price of $126,750 plus fees. The purchase of the Property closed on December 29, 2016. In connection with the purchase of the Property, on December 29, 2016, the Company issued a promissory note to William C. Gottschalk, the seller of the property, in the amount of $126,750 at an interest rate of 6.75% per year to be paid in monthly installments equal to $1,122.57 per month. This promissory note shall be due and payable on January 1, 2032, unless sooner paid.

BASIS OF PRESENTATION

The summary of significant accounting policies ~~presented~~ presented below is designed to assist in understanding the Company's financial statements. Such financial statements and accompanying ~~notes~~ notes are the representations of the Company's management, who isare responsible for their integrity and objectivity. These accounting ~~policies~~ policies conform to accounting principles generally accepted in the United States of America ("U.S. GAAP") in all material respects, and have been consistently applied in preparing the accompanying financial statements. The accompanying balance sheet as of December 31, ~~2015~~2016, has been derived from audited financial statements. All adjustments, normal and recurring in nature, considered ~~necessary~~ necessary for a fair presentation have been included in the accompanying unaudited interim condensed financial statements. The results of operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2016,~~2017 are not necessarily indicative of the results of operations that may be expected for the full year.

USE OF ESTIMATES

The preparation of financial statements in conformity with ~~U.S.~~ 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.

INCOME TAXES

Under Accounting Standards Codification 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. As of ~~September~~March 3031, ~~2016~~2017, athere ~~full~~were ~~valuation~~no ~~allowance~~deferred taxes ~~has~~due ~~been~~to ~~provided against~~ the ~~Company’s~~uncertainty ~~deferred~~of ~~tax~~the ~~asset~~realization ~~for~~of net operating ~~losses~~loss ~~due~~or tocarry ~~the~~forward ~~uncertainty~~prior ofto ~~their realization~~expiration.

LOSS PER COMMON SHARE

Basic loss per common share excludes dilution ~~and~~ and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss ~~per~~ per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of ~~September~~March 3031, ~~2016~~2017, there ~~were~~are no outstanding dilutive securities.

4 NOTE 2 GOING CONCERN

~~NOTE~~The 2Company has adopted Accounting Standards Update (“ASU”) No. 2014-15, ~~GOING~~“Presentation ~~CONCERN~~of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). As a result, management is required to evaluate whether there are relevant conditions and events that would indicate the probability of the Company’s inability to meet its obligations as they become due within one year of the date the financial statements are issued.

The ~~Company~~financial ~~has~~statements ~~not~~have ~~yet~~been ~~generated any revenue since~~prepared ~~inception~~under ~~and~~the ~~has~~assumption ~~sustained~~that ~~operating~~the ~~losses~~Company ofwill ~~$33,566~~continue ~~from~~as ~~inception~~a ~~(January~~going 12concern, ~~2015)~~which tocontemplates ~~September~~continuity ~~30, 2016. The Company had a net capital deficiency and working capital deficiency~~ of ~~$32~~operations,~~400~~ as realization of ~~September 30~~assets, ~~2016. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations~~ and~~/or~~ ~~obtaining additional~~liquidation ~~financing~~of ~~from~~liabilities ~~its~~in ~~shareholders~~the ornormal ~~other~~course ~~sources,~~of ~~as may be required~~business.

~~The~~As ~~accompanying~~reflected in the financial statements, ~~have~~the ~~been~~Company ~~prepared assuming~~had ~~that~~an ~~the~~accumulated ~~Company~~deficit ~~will~~of ~~continue~~$37,558 asat March 31, 2017, a ~~going~~net ~~concern;~~loss ~~however~~from operations of $638 and $10,550, and net cash provided by operating activities of $3,650 and $-0-, for the ~~above~~three ~~condition~~month ~~raises~~periods ~~substantial~~ended ~~doubt~~March ~~about~~31, 2017 and 2016, respectively. While the Company~~'s ability~~ believes in the viability of its strategy to doacquire ~~so.~~and ~~The~~operate ~~financial~~real estate ~~statements~~properties, dothere ~~not~~can ~~include~~be ~~any~~no ~~adjustments~~assurances to ~~reflect~~that ~~the~~effect ~~possible~~and ~~future~~is ~~effects~~therefore onnot ~~the~~considered ~~recoverability~~a mitigating factor in ~~and~~determining ~~classification~~the ofprobability that the Company will meet its obligations. The Company holds minimal current assets, ifhas generated ~~any,~~little orrevenue ~~the~~since ~~amounts~~inception and ~~classifications~~has ofrelied ~~liabilities~~primarily on advances from its controlling shareholder/Director to meet its operating expenses. Through oral conveyance, management affirms that ~~may~~it ~~result~~is ~~should~~probable that it will meet its obligations through advances from the Company’s beDirector ~~unable~~and controlling shareholder; therefore, alleviating doubt about the Company’s ability to continue as a going concern for the twelve-month period from the date of the issuance of this report.

InThe ~~order~~financial tostatements ~~continue~~do asnot ainclude ~~going~~any ~~concern,~~adjustments ~~the Company~~related ~~will~~to ~~require~~the ~~additional~~recoverability ~~working~~and ~~capital~~classification ~~from~~of ~~either~~recorded ~~cash~~asset ~~flow~~amounts ~~from~~or ~~operations,~~the ~~from~~amounts ~~the~~and ~~sale~~classification of ~~its~~liabilities ~~equity~~that ~~or other sources of~~might ~~financing.~~be ~~However,~~necessary should the Company ~~currently~~be ~~has~~unable noto ~~commitments~~continue ~~from~~as ~~any~~a ~~third~~going ~~parties for the purchase of its equity or for any other financing~~concern.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

~~Changes~~In toJanuary ~~U.S.~~2017, ~~GAAP are made by~~ the Financial Accounting Standards Board ("“FASB"”) inissued ~~the~~ASU ~~form~~No. of2017-01, ~~accounting~~Business ~~standards~~Combinations ~~updates~~(Topic 805): Clarifying the Definition of a Business (~~ASUs~~“ASU 2017-01”), which amends the guidance used in evaluating whether a set of acquired assets and activities represents a business. The guidance requires an entity to evaluate if substantially all of the ~~FASB's~~fair ~~Accounting~~value ~~Standards~~of ~~Codification~~the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not considered a business. Application of ASU 2017-01 is expected to result in more acquisitions of real estate ~~The~~being ~~Company~~accounted ~~considers~~for as asset acquisitions as opposed to business combinations. As a result, acquisition fees and expenses will be capitalized to the ~~applicability~~cost basis of the property acquired, and ~~impact~~the tangible and intangible components acquired will be recorded based on their relative fair values as of the acquisition date. The standard is effective for all ~~ASUs~~public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted for periods for which financial statements have not yet been issued. ~~ASUs~~The Company had not ~~noted~~elected ~~herein~~to ~~were~~early ~~assessed~~adopt the provisions of ASU 2017-01 as of October 1, 2016, and as a result, the Company’s real estate acquisition during the period ended December 31, 2016 was determined to berepresent ~~not~~an ~~applicable~~asset acquisition, but no acquisition fees or expenses related to this acquisition were capitalized.

~~NOTE 4 - NET CAPITAL DEFICIENCY~~7

OnIn ~~January~~November 222016, ~~2015~~the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the ~~Company~~change ~~issued~~during 20the period in the total of cash,~~000~~ cash equivalents,~~000~~ and restricted cash. Therefore, amounts ~~shares~~generally described as restricted cash should be included with cash and cash equivalents when reconciling the beginning of ~~founders’~~period and ~~common~~end ~~stock~~of toperiod ~~two~~total ~~directors~~amounts shown on the statement of cash flows, and ~~officers~~transfers atbetween cash and cash equivalents and restricted cash are no ~~cost~~longer presented within the statement of cash flows. ~~The~~ASU ~~Company~~2016-18 is ~~authorized~~effective tofor ~~issue~~annual ~~100~~periods beginning after December 15,~~000~~ 2017,~~000~~ including interim periods within those fiscal years. The Company elected to early adopt ASU 2016-18 for the reporting ~~shares~~period ofended ~~common~~December ~~stock~~31, 2016, and 20the standard was applied retrospectively for all periods presented. As a result of the adoption of ASU 2016-18,~~000,000~~ ~~shares~~the Company no longer presents the change within restricted cash in the consolidated statement of ~~preferred~~cash ~~stock~~flows.

OnIn ~~October~~August 292016, ~~2015~~the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which clarifies how entities should classify certain cash receipts and cash payments on the ~~Company~~statement ~~redeemed~~of 9cash flows. ASU 2016-15 addresses certain issues where diversity in practice was identified. It amends existing guidance,~~750,000~~ which is principles based and ~~shares~~often ~~from~~requires ~~each~~judgment to determine the appropriate classification of cash flows as operating, investing or financing activities. In addition, ASU 2016-15 clarifies how the ~~then~~predominance ~~two~~principle ~~shareholders~~should atbe noapplied ~~cost~~when ~~resulting~~cash inreceipts ~~500~~and cash payments have aspects of more than one class of cash flows. ASU 2016-15 is effective during the first quarter of 2018,~~000~~ ~~shares~~and will generally require a retrospective approach. Early adoption is permitted. The Company does not believe that the adoption of ~~common~~ASU ~~stock~~2016-15 ~~outstanding~~will have a material effect on its consolidated financial statements.

OnIn ~~October~~February 302016, ~~2015,~~ the ~~Company~~FASB issued 5ASU No. 2016-02,~~000,000~~ Leases (Topic 842) (“ASU 2016-02”). The amendments in ASU 2016-02 change the existing accounting ~~shares~~standards offor ~~common~~lease ~~stock~~accounting, atincluding norequiring ~~cost~~lessees to ~~Richard~~recognize Jmost leases on their balance sheets and making targeted changes to lessor accounting. ~~Randolph~~ASU ~~III~~2016-02 is effective for annual periods beginning after December 15, ~~the~~2018, ~~new~~including ~~sole~~interim periods ~~officer~~within ~~and~~those ~~director~~fiscal years. Early adoption of ~~the~~ASU ~~Company,~~2016-02 as ~~part~~ of its issuance is permitted. The new leases standard requires a ~~change~~modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, inwith ~~control~~an option to use certain transition relief. The Company is currently evaluating the impact of adopting the ~~Company~~new leases standard on its consolidated financial statements.

~~Former~~On ~~management~~June 12, 2015, the FASB issued ASU No. 2015-10-Technical Corrections and Improvements. The amendments in this Update cover a wide range of Topics in the ~~Company~~Codification. The ~~paid~~amendments ~~all~~in ~~expenses~~this Update represent changes to make minor corrections or minor improvements to the Codification that are not ~~incurred~~expected byto have a significant effect on current accounting practice or create a significant administrative cost to most entities. This Accounting Standards Update is the ~~Company~~final ~~until~~version of Proposed Accounting Standards Update 2014-240-Technical Corrections and Improvements, which has been deleted. Transition guidance varies based on the ~~change~~amendments in ~~control~~this ~~described~~Update. ~~above~~The amendments in this Update that require transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. ~~There~~Early adoption is nopermitted, ~~expectation~~including adoption in an interim period. All other amendments will be effective upon the issuance of ~~reimbursement~~this Update. Management is in the process of ~~such~~assessing ~~expenses~~the impact of this ASU on the Company's financial statements.

An affiliate of the Company has entered into an agreement with Tiber Creek Corporation of which the former president of the Company is the president and controlling shareholder. Tiber Creek Corporation assists companies to become public reporting companies and in the preparation and filing of registration statements pursuant to the Securities Act of 1933, and introduction to brokers and market makers. Fees paid to Tiber Creek Corporation by the Company's principal shareholder and sole officer and director, who is also the sole shareholder and officer of the affiliate, have not been reflected in the Company's financial statements as there is no intention for such fees to be reimbursed by the Company.8

~~NOTE~~On 5April 30, 2015, the FASB issued ASU No. 2015-06 ~~RELATED~~Earnings ~~PARTY~~Per ~~TRANSACTIONS~~ Share (Topic 260): Effects on Historical Earnings per Units of Master Limited Partnership Dropdown Transactions. Under Topic 260, Earnings Per Share, master limited partnerships (MLPs) apply the two-class method to calculate earnings per unit (EPU) because the general partner, limited partners, and incentive distribution rights holders each participate differently in the distribution of available cash. When a general partner transfers (or "drops down") net assets to a master limited partnership and that transaction is accounted for as a transaction between entities under common control, the statements of operations of the master limited partnership are adjusted retrospectively to reflect the dropdown transaction as if it occurred on the earliest date during which the entities were under common control. The amendments in this Update specify that for purposes of calculating historical EPU under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner interest, and previously reported EPU of the limited partners would not change as a result of a dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs also are required. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-14A Earnings Per Share Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (Topic 260), which has been deleted. This update is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. The amendments in this Update should be applied retrospectively for all financial statements presented. Management is in the process of assessing the impact of this ASU on the Company's financial statements.

~~Certain~~In ~~expenses~~January ~~paid~~2015, the FASB issued ASU No. 2015-01 Income Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the ~~Company's~~Concept ~~sole~~of ~~officer~~Extraordinary Items. The objective of this Update is to simplify the income statement presentation requirements ~~and~~in ~~director,~~Subtopic ~~principally~~225-20 ~~audit~~by eliminating the concept of extraordinary items. Extraordinary items are events and ~~accounting~~transactions ~~fees~~that are distinguished by their unusual nature and ~~office~~by ~~expenses~~the ~~have~~infrequency of their occurrence. Eliminating the extraordinary classification simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2014-220 Income Statement Extraordinary Items (Subtopic 225-20), which has been ~~reflected~~deleted. inThis Update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the ~~Company's~~amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements,. Early adoption is permitted provided that the guidance ~~along~~is ~~with~~applied afrom ~~corresponding~~the ~~payable~~beginning toof the ~~stockholder~~fiscal year of adoption. The effective date is the same for ~~amounts~~both ~~due~~public ~~him~~business entities and all other entities. Management is in the process of assessing the impact of this ASU on the Company's financial statements.

~~Expenses~~In ~~paid~~August by2014, the ~~Company's~~FASB ~~sole~~issued ~~officer~~ASU ~~and~~No. 2014-15, Presentation ~~director~~of Financial Statements (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s ~~included~~Ability ~~audit~~to ~~and~~Continue ~~accounting~~as ~~fees~~a Going Concern (“ASU 2014-15”). The amendments in ASU 2014-15 require management to evaluate, for each annual and ~~office~~interim ~~expenses~~reporting ~~have~~period, ~~been~~whether ~~reflected~~there are conditions or events, considered in the ~~Company'~~aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or are available to be issued when applicable) and, ~~along~~if ~~with~~so, aprovide related disclosures. ASU 2014-15 ~~corresponding~~is ~~payable~~effective tofor ~~the~~annual ~~stockholder~~periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for aannual ~~total~~or ~~amount~~interim ofreporting ~~$32~~periods for which the financial statements have not previously been issued. On December 31,~~400~~ 2016, the Company adopted ASU 2015-03 and it did not have a material impact on the Company’s consolidated financial statements.

5 Management has considered all recent accounting pronouncements issued since the last audit of its consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements.

~~NOTE 6 - SUBSEQUENT EVENTS~~9

NOTE 4 REAL ESTATE PROPERTY

NOTE 5 NOTE PAYABLE – RELATED PARTY

Certain expenses paid by the Company's sole officer and director, principally audit and accounting fees and office expenses have been reflected in the Company's financial statements, along with a corresponding payable to the stockholder for amounts due him. As of March 31, 2017, the amount due to the related party totaled $38,942.

NOTE 6 NOTE PAYABLE

In connection with the purchase of the Property discussed in Note 4, on December 29, 2016, the Company issued a promissory note to William C. Gottschalk, the seller of the Property, in the amount of $126,750 at an interest rate of 6.75% per year to be paid in monthly installments equal to $1,123 per month. This promissory note shall is due and payable on January 1, 2032, unless sooner paid. Of the note balance at March 31, 2017, $4,624 is classified as a current liability, with the remaining $121,306 classified as non-current.

NOTE 7 STOCKHOLDERS' DEFICIT

On January 22, 2015, the Company issued 20,000,000 founders common stock to two directors and officers. The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock.

On October 28, 2015, the Company redeemed a total of 19,500,000 shares from the then two shareholders (9,750,000 shares each) resulting in 500,000 shares of common stock remaining outstanding.

On October 30, 2015, the Company issued 5,000,000 shares of common stock to Richard J. Randolph, the new sole officer and director of the Company, as part of a change in control of the Company.

On February 8, 2017, the Company issued 360,000 shares of its common stock for total proceeds of $36.00 at a purchase price of $0.0001 per share to 33 investors pursuant to executed subscription agreements in reliance on the Section 4(a)(2) exemption from registration under the Securities Act.

~~Acquisition~~NOTE of8 ~~Rental~~SUBSEQUENT ~~Property; Promissory Note; Termination of Shell Company Status~~ EVENTS

On December 16, 2016, the Company entered into a Standard Commercial Sales Contract to acquire a parcel of commercial real estate property (the “Property”) located at 4228 1st Avenue, Suite 15, Tucker, GA, 30084, for a purchase price of $126,750 plus fees. The purchase of the Property closed on December 29, 2016. In ~~connection~~accordance with ~~the~~ASC ~~purchase of the Property~~855-10, ~~on December 29, 2016, the~~ Company ~~issued~~management areviewed ~~promissory~~all ~~note~~material toevents ~~William~~through ~~C. Gottschalk,~~ the ~~seller~~date of ~~the~~this ~~Property,~~report inand ~~the~~there ~~amount~~are ofno ~~$126,750~~material atsubsequent anevents ~~interest rate of 6.75% per year~~ to ~~be paid in monthly installments equal to $1,122~~report.~~57 per month. This promissory note shall is and payable on January 1, 2032, unless sooner paid.~~

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Randolph Acquisitions, Inc. (formerly "Purple Grotto Acquisition Corporation") ("Randolph" or the "Company") was incorporated on January 12, 2015 under the laws of the state of Delaware. The business purpose of the Company is to acquire and operate real estate properties located in Georgia and throughout the United States. The Company is currently developing plans to acquire and operate single-family, multi-family, commercial and mixed-use real estate properties using the Company’s proprietary grading matrix to identify properties for purchase. Overview

Randolph Acquisitions, Inc. (formerly “Purple Grotto Acquisition Corporation”) (“Randolph” or the “Company”) was incorporated on January 12, 2015, under the laws of the state of Delaware. The business purpose of the Company is to acquire and operate real estate properties located in Georgia and throughout the United States. The Company is currently developing plans to acquire and operate single-family, multi-family, commercial and mixed-use real estate properties using the Company’s proprietary grading matrix to identify properties for purchase.

The Company has been in the development stage since inception and its operations to date have been limited to issuing shares to its original shareholders and effecting a change in control of the Company described below.

~~Randolph~~The ~~Acquisitions, Inc. ("Randolph" or the "~~Company") isoriginated as a blank check company and qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act which became law in April 2012.

On October 29, 2015, the Company effected a change in control by the redemption of 19,500,000 shares of the then outstanding 20,000,000 shares of common stock and the issuance on October 30, 2015 of 5,000,000 shares of common stock to Richard J. Randolph III at no cost. Messrs. James Cassidy and James McKillop, the then officers and directors of the Company, resigned and Richard J. Randolph III was named its sole officer and director. Pursuant to the change in control, the Company changed its name to Randolph Acquisitions, Inc.

The Company filed Current Reports on Form 8-K to disclose the change of control and the change of name.

On February 8, 2017, the Company conducted private offering of its securities (the “Private Offering”) and issued 360,000 shares of its common stock for total proceeds of $36.00 at a purchase price of $0.0001 per share to 33 investors (the “Investors”) pursuant to executed subscription agreements in reliance on the Section 4(a)(2) exemption from registration under the Securities Act.

The Company has filed a registration statement on Form S-1 to register the resales of the shares purchased by the Investors in the Private Offering. As of the date of this Report, the registration statement was under review by the U.S. Securities and Exchange Commission.

~~The~~Other than the purchase of the Property described above, the Company has not entered into other any definitive or binding agreements and there are no assurances that any transactions will occur.

As of ~~September~~March 3031, ~~2016~~2017, the Company had not ~~generated~~ generated significant, recurring revenues and had nonot shown a history of positive income or cash flows from operations since inception. At ~~September~~March 3031, ~~2016~~2017, the Company had sustained net losses of $3337,~~566~~558 since inception and had a net capital deficiency and working capital deficiency of $3243,~~400~~800.

For the period ~~from~~ended ~~Inception (January 12, 2015) to~~ December 31, ~~2015~~2016, the Company's independent auditors issued a report raising substantial doubt about the Company's ability to continue as a going concern. AtAs ~~present~~of March 31, 2017, the Company has nominimal operations and the continuation of the Company as a going concern is dependent upon financial support from its principal ~~stockholder~~stockholders, its ability to obtain necessary equity financing, toor ~~continue operations~~its ~~and/or~~ability to ~~successfully~~expand its ~~locate~~existing ~~and~~commercial ~~negotiate~~real-estate ~~with~~portfolio ainto ~~business~~consistent ~~entity for a business combination that would provide for possible operations~~profitability.

~~The president of the Company is the sole director and principal shareholder of the Company.~~11

The Company’s independent auditors have expressed substantial doubt as to the ability of the Company to continue as a going concern. Unless the Company is able to generate sufficient cash flow from operations and/or obtain additional financing, there is a substantial doubt as to the ability of the company to continue as a going concern.

Revenues and Losses

During the three months ended March 31, 2017, the Company generated revenues totaling $4,000, through leasing space in its real estate property. The Company is focusing its efforts on identifying additional properties for acquisition and business development.

During the quarter ended March 31, 2017, the Company posted net income of $838.

Equipment Financing

The Company has no existing equipment financing arrangements.

Potential Revenue

The Company owns and operates a commercial property located in Atlanta, Georgia from which it expects to generate revenue from leasing operations. Further, depending on the market environment, the Company may elect to sell this property and generate revenue from the sale of this property.

The Company also plans to acquire and operate additional mixed-use, commercial and residential properties located in Georgia and throughout the United States. Depending on market conditions and the nature of the property acquired, the Company may generate revenue from leasing operations and/or from re-sales of such properties. As part of its business strategy, the Company expects to employ a short-term divestment strategy in connection with its acquisition of residential properties, from which it plans to generate revenues from resales of such properties, and expects to employ a long-term buy and hold strategy in connection with its acquisition of mixed-use and commercial properties, from which it expects to generate revenues from leasing and property management operations.

Alternative Financial Planning

The Company has no alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of securities), the Company’s ability to survive as a going concern and implement any part of its business plan or strategy will be severely jeopardized.

Critical Accounting Policies

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Early Stage of Company and Capital Resources

Since its inception, the Company has devoted most of its efforts to business planning, research and development, recruiting management and staff and raising capital. Accordingly, the Company was considered to be in the development stage until it recently began formal operations. The Company has not generated any revenues from its operations, and there is no assurance of future revenues.

The Company’s proposed activities will necessitate significant uses of capital beyond 2016.

Discussion of the Quarter Ended March 31, 2017

During the three months ended March 31, 2017, the Company generated revenues totaling $4,000, compared to $-0- in revenue for the comparable quarter of 2016. The revenue for the current period was generated through leasing space in its real estate property. The Company is focusing its efforts on identifying additional properties for acquisition and business development.

During the quarter ended March 31, 2017, the Company posted net income of $838, compared to a net loss of $10,550 for the quarter ended March 31, 2016. The increased income is primarily the result of generating revenue from the Company’s real estate property, coupled with decreased rent expense.

During the quarter ended March 31, 2017, the Company experienced a net cash inflow of $3,650 in its operating activities, compared to $-0- for the same period of 2016. During the quarter ended March 31, 2017, net cash used by investing activities totaled $2,000, and net cash used by financing activities totaled $784. The Company had a cash balance of $866 as of March 31, 2017.

Liquidity and Capital Resources

Early Stage of Company and Capital Resources

Since its inception, the Company has devoted most of its efforts to business planning, research and development, recruiting management and staff and raising capital. Accordingly, the Company was considered to be in the development stage until it recently began formal operations. The Company generated $4,000 in revenues since its inception; however, and there is no assurance of future revenues.

The Company’s proposed activities will necessitate significant uses of capital beyond 2017.

There is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans. Until such time that the Company’s registration statement becomes effective with the SEC, the Company plans to rely on its primary shareholder to continue his commitment to fund the Company’s continuing operating requirements. Upon the registration statement’s becoming effective, management anticipates a total capital raise between $5-10M USD over the course of the following four consecutive quarters. Management believes that this capital would allow the Company to meet its operating cash requirements, and would facilitate the Company’s acquisitions of multi-family, mixed-use, and commercial property for the purposes of building and sustaining a real estate portfolio of performing assets. Management also believes that the acquisition of such assets would generate revenue to cover overhead cost and general liabilities of the Company, and allow the Company to achieve overall sustainable profitability.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Information not required to be filed by a Smaller reporting company.

ITEM 4. Controls and Procedures.

Disclosure 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 period covered by this report by the Company's principal executive officer (who is also the principal financial officer) in consultation with an outside accounting advisor.

Based upon that evaluation, the Company’s principal executive officer has concluded that the Company's disclosure controls and procedures are not 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, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company intends to engage outside accounting advisors to assist the Company in implementing effective disclosure controls and procedures.

Changes in Internal Controls

There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II -- OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the past three years, the Company has issued shares of common stock pursuant to Section 4(2) of the Securities Act of 1933 as follows:

On January 22, 2015, the Company issued 10,000,000 shares at no cost to each of James Cassidy and James McKillop of which an aggregate of 19,500,000 shares were redeemed on October 28, 2015 at no cost.

On October 30, 2015, the Company issued 5,000,000 shares at no cost to Richard J. Randolph III.

On February 8, 2017, the Company issued 360,000 shares of its common stock for total proceeds of $36.00 at a purchase price of $0.0001 per share to 33 investors pursuant to a private placement/non-public offering.

The non-public offering was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act and/or the private offering safe harbor provisions of Rule 506 of Regulation D based on the following factors: (i) the number of offerees or purchasers, as applicable, (ii) the absence of general solicitation, (iii) investment representations obtained from the security holders in the transaction, (iv) the provision of appropriate disclosure, and (v) the placement of restrictive legends on the certificates reflecting the securities.

ITEM 5. OTHER INFORMATION

~~(a)~~Change ~~Not~~in ~~applicable. (b)~~Shell ~~Item~~Company ~~407(c)(3) of Regulation S-K:~~Status

As noted above, on December 16, 2016, the Company entered into a Standard Commercial Sales Contract to acquire a parcel of commercial real estate property (the “Property”) located at 4228 1st Avenue, Suite 15, Tucker, GA 30084, for a purchase price of $126,750 plus fees. The purchase of the Property closed on December 29, 2016. In connection with the purchase of the Property, on December 29, 2016, the Company issued a promissory note to William C. Gottschalk, the seller of the property, in the amount of $126,750 at an interest rate of 6.75% per year to be paid in monthly installments equal to $1,122.57 per month. This promissory note shall be due and payable on January 1, 2032, unless sooner paid.

In connection with the purchase of the Property, as of December 16, 2016, the Company no longer met the definition of a shell company as defined in Rule 12b-2 under the Exchange Act, in that the Company had operations (owning a leasing real property), and assets other than cash or cash equivalents. As such, as of December 16, 2016, the Company had exited shell status.

No Changes in Nomination Procedures

During the quarter covered by this Report, there were not any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

ITEM 6. EXHIBITS

Exhibit No.		Description
10.1		Standard Commercial Sales Contract (Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, filed on March 6, 2017, and incorporated herein by this reference)
10.2		Form of Promissory Note (Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, filed on March 6, 2017, and incorporated herein by this reference)
10.3		Form of Promissory Note by and between the Company and Richard Randolph dated December 29, 2016 (Previously filed as an exhibit to the Company’s Registration Statement on Form S-1, filed on March 16, 2017, and incorporated herein by this reference)
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.
101		The following financial statements and notes thereto from the quarterly report on Form 10-Q of Randolph Acquisitions, Inc., for the quarter ended September 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets as of September 30, 2016 and December 31, 2015, (ii) Condensed Statements of Operations for the three months ended September 30, 2016 and 2015, nine months ended September 30, 2016 and period from inception (January 12, 2015) to September 30, 2015, (iii) Condensed Statements of Cash Flows for the nine months ended September 30, 2016 period from inception (January 12, 2015) to September 30, 2015 and (iv) Notes to Condensed Financial Statements.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: ~~February~~May 2822, 2017

	RANDOLPH ACQUISITIONS, INC.

	By:	/s/ Richard J. Randolph III
	Name:	Richard J. Randolph III
	Title:	Chief Executive Officer, Chief Financial Officer

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