0001165527-13-000025.txt : 20130107
0001165527-13-000025.hdr.sgml : 20130107
20130107165818
ACCESSION NUMBER: 0001165527-13-000025
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20120208
ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20130107
DATE AS OF CHANGE: 20130107
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Berry Only Inc.
CENTRAL INDEX KEY: 0001498382
STANDARD INDUSTRIAL CLASSIFICATION: SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS [2842]
IRS NUMBER: 990360497
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54801
FILM NUMBER: 13515793
BUSINESS ADDRESS:
STREET 1: 722 B KINGSTON ROAD
CITY: TORONTO
STATE: A6
ZIP: M4E IR7
BUSINESS PHONE: 732-865-4252
MAIL ADDRESS:
STREET 1: 722 B KINGSTON ROAD
CITY: TORONTO
STATE: A6
ZIP: M4E IR7
8-K
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g6526.txt
CURRENT REPORT DATED 2-8-12
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 1934
Date of Report (date of earliest event reported): February 8, 2012
BERRY ONLY INC.
(Exact name of registrant as specified in charter)
Nevada 333-168897 99-0360497
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
36 Mclean Street, Red Bank, NJ 07701
(Address of principal executive offices)
732-865-4252
(Issuer's Telephone Number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:
[ ] 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
BERRY ONLY INC.
Current Report on Form 8-K
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On February 6, 2012, the Board of Directors and the majority stockholder of
Berry Only Inc., a Nevada corporation (the "Company") adopted resolutions
approving an amendment (the "Amendment") of the Company's Articles of
Incorporation to increase the number of authorized shares. Prior to the
Amendment, the authorized shares of the Company consisted of 75,000,000 shares
of common stock, $0.001 par value, and 5,000,000 shares of preferred stock,
$0.001 par value.
The Amendment was filed with the Secretary of State of the State of Nevada on
February 8, 2012 and increased the number of shares of common stock which the
Company is authorized to issue from 75,000,000 shares to 200,000,000 shares,
$0.001 par value.
The Amendment made no change to the number of share of preferred stock which the
Company is authorized to issue.
The Certificate of Amendment to the Articles of Incorporation of the Company is
attached as Exhibit 3.1 to this Current Report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits required by Item 601 of Regulation S-K:
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Certificate of Amendment to Articles of Incorporation
2
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.
BERRY ONLY INC.
January 7, 2013 By /s/ Lisa Guise
----------------------------------
Name: Lisa Guise
Title: President
3
EX-3.1
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ex3-1.txt
CERTIFICATE OF AMENDMENT
Exhibit 3.1
ROSS MILLER Document Number
Secretary of State 20120092162-55
206 North Carson Street, Suite 1 Filing Date and Time
Carson City, Nevada 89701-4520 02/08/2012 1:00 AM
(775) 684-5708 Entity Number
Website: www.nvsos.gov E0341392009-0
Filed in the office of
Certificate of Amendment /s/ Ross Miller
(PURSUANT TO NRS 78.385 AND 78.390) ROSS MILLER
Secretary of State
State of Nevada
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of Corporation:
BERRY ONLY INC.
2. The articles have been amended as follows (provide article numbers, if
available):
ARTICLE 2 (AUTHORIZED STOCK - NUMBER OF SHARES CORPORATION IS AUTHORIZED TO
ISSUE) IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
NUMBER OF SHARES WITH PAR VALUE:
200,000,000 COMMON - $0.001 PAR VALUE
5,000,000 PREFERRED - $0.001 PAR VALUE
NUMBER OF SHARES WITHOUT PAR VALUE: NONE
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 76%
4. Effective date of filing (optional): Date: Time:
(must be no later than 90 days after the certificate is filed)
5. Signature (Required)
/s/ Lisa Guise
------------------------------
Signature of Officer
* If any proposed amendment would alter or change any preferences or any
relative or other right given to any class or series of outstanding shares, then
the amendment must be approved by the vote. In addition to the affirmative vote
otherwise required of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.