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 1 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 2 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.