sch13d.htm

BWI Holdings, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

05605A 20 4

(CUSIP Number)

Ilya Khasidov

BWI Holdings, Inc.

380 Lexington Ave, 17th Floor

New York NY 10168

(888) 510-3394

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 30, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (entities only):	Ilya Khasidov

2.	Check the Appropriate Box if a Member of Group:	(a)
		(b)	X

4.	Source of Funds (See Instructions)	OO

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2 (d) or (e)

Number of shares beneficially owned by each reporting person with	7.	Sole Voting Power	70,000,000 shares of common stock

	8.	Shared Voting Power	N/A

	9.	Sole Dispositive Power	70,000,000 shares of common stock

	10.	Shares Dispositive Power	N/A

11.	Aggregate Amount Beneficially Owned by Each Reporting Person	70,000,000 shares of common stock

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.	Percent of Class Represented by Amount in Row (11)	88.1%

14.	Type of Reporting Person (See Instructions)	IN

The class of equity securities to which this Schedule 13D relates is the Common Stock, $0.001 par value,of BWI Holdings, Inc. (the “Issuer”). Its principal executive offices are located at 380 Lexington Ave, 17th floor, New York NY 10168

The principal occupation of the Reporting Person is a chief executive officer and a director of Aquasil, Inc. The Reporting Person’s business address is 380 Lexington Ave, 17th Floor, New York NY 10168 .

During the last five (5) years, the Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Effective December 30, 2010, the Issuer entered into a stock exchange agreement (the “Stock Exchange Agreement”) with Aquasil Inc., a New York corporation (“Aquasil”), and the Reporting Person, being the sole shareholder of Aquasil. In accordance with the terms and provision of the Stock Exchange Agreement, the Issuer acquired one hundred percent (100%) of the total issued and outstanding shares of common stock of Aquasil held of record by the Reporting Person in exchange for issuance of an aggregate 70,000,000 shares of its restricted common stock to the Reporting Person.

The Reporting Person acquired the Issuer’s shares as described in Item 3 for investment purposes and in exchange for all of the issued and outstanding shares of Aquasil.

Subject to all relevant securities law restrictions, the Reporting Person may acquire or dispose of securities of the Issuer from time to time in the open market or in privately negotiated transactions with third parties, subject to and depending upon prevailing market conditions for such securities.

Except as otherwise disclosed herein, Reporting Person has no current plans or proposals that relate to or would result in:

(a)

the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)

any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d)

any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(f)

any other material change in the Issuer's business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g)

changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;

(h)

causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

As of the date of this filing, the Reporting Person holds a total of 70,000,000 shares of common stock of the Issuer directly in his name which represents 88.1% of a total 79,498,063 issued and outstanding shares as of the date of this Schedule 13D.

The Reporting Person has the sole voting power and sole dispositive power over all of the shares of common stock beneficially owned by him

As of December 30, 2010, and within the sixty day period prior thereto, no transactions involving the Issuer’s equity securities had been engaged in by the Reporting Person other than as disclosed herein.

The Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares held by him. The Reporting Person has the right to receive the dividends. No one other than the Reporting Person has the right to receive or the power to direct the receipt of the dividends from, or the proceeds from the sale of the shares held by the Reporting Person and referred to above in paragraph (a) of this Item 5.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.