Current Report Filing (8-k)
February 12 2014 - 12:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 12, 2014
Berkshire
Homes, Inc.
(Exact
name of small business issuer as specified in its charter)
Nevada |
68-0680858 |
(State
or other jurisdiction of incorporation or organization) |
(IRS
Employer Identification No.) |
2375
East Camelback Road, Suite 600
Phoenix,
AZ 85016 |
(Address
of principal executive offices) |
(602)
387-5393 |
(Issuer’s
telephone number) |
________________________________________________
(Former
name or former address, 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 (see General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION
3 - SECURITIES AND TRADING MARKETS
Item
3.02 Unregistered Sales of Equity Securities
On
February 12, 2014, we issued a total of two million (2,000,000) shares of our newly designated Series A Preferred Stock to Bay
Capital A.G. for total proceeds of $20,000.
These
securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The investor represented
his intention to acquire the securities for investment only and not with a view towards distribution. The investor was given adequate
information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We
directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted
stock.
Item
3.03 Material Modification of Rights of Security Holders
On
February 12, 2014, we filed a Certificate of Amendment to the Company’s Articles of Incorporation (the
“Certificate of Amendment”) with the Nevada Secretary of State. The Certificate of Amendment adds a new Article
VIII to the Company’s Articles of Incorporation to elect not to be governed by: (1) the provisions of NRS 78.378
through 78.3793, inclusive, known as the “Control Share Acquisition Statute”; and (2) the provisions of NRS
78.411 through NRS 78.444, inclusive, known as the “Combinations with Interested Stockholder Statutes.” Our Board
of Directors and a majority of our shareholders approved the Certificate of Amendment.
A copy
of the Certificate of Amendment that was filed with the Nevada Secretary of State on February 12, 2014 is attached hereto as
Exhibit 3.1, and is incorporated by reference herein.
On
February 12, 2014, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a
class of preferred stock entitled Series A Preferred Stock, consisting of up to five million (5,000,000) shares, par value
$0.0001. Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis
per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of
Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to
shareholders at a rate of two hundred (200) votes for each share held.
The
rights of the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada
Secretary of State on February 12, 2014, attached hereto as Exhibit 3.2, and is incorporated by reference herein.
Item
5.03 Amendments to Articles of Incorporation or Bylaws
The disclosures
set forth in Item 3.03 are incorporated by reference into this Item 5.03.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
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 hereunto duly authorized.
Berkshire
Homes, Inc.
/s/ Llorn
Kylo
Llorn Kylo
CEO
Date: February
12, 2014
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