UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~October~~December 2824, 2011

Barclay Road, Inc.

(Exact Name of Registrant as Specified in its Charter)

WYOMING		000-52332		20-5571215
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

112 ½ Sevier Court, Barbourville, Kentucky 40906

(Address of principal executive office, including zip code)

404-229-6408

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3 5.02 ~~Unregistered~~. ~~Sales~~Departure of ~~Equity~~Directors ~~Securities~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~Resignation ~~following table sets forth the sales~~ of ~~unregistered~~Officer ~~securities~~and ~~since the Company’s last report filed under this item.~~Director

Date	Title and Amount	Purchaser	Principal Underwriter	Total Offering Price/Underwriting Discounts
October 28, 2011	100,000,0000 shares of common stock in connection with the conversion to common stock of an aggregate of $20,000 of advances to the Company.	Three individual lenders.	NA	$0.0002 per share/NA

On December 24, 2011, Andrew J. Kacic voluntarily resigned as Chief Executive Officer, Secretary and a director of the Company, and on December 29, 2011, Walter Powell, President of the Company, was also appointed as Chief Executive Officer of the Company.

(1) The Company’s issuances to lenders, consultants and investors are viewed by the Company as exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), alternatively, as transactions either not involving any public offering, or as exempt under the provisions of Regulation D, Regulation S or Rule 701 promulgated by the SEC under the Securities Act.

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.

Date: October 31, 2011	Barclay Road, Inc.
Date: December 29, 2011	Barclay Road, Inc.
	By:	/s/Walter Powell
		Walter Powell

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