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): November 4, 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 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws
Our majority shareholder and our board of directors approved an amendment to our Articles of Incorporation for the purpose of approving a reverse split of one to one hundred in which each shareholder will be issued one common share in exchange for every one hundred common shares of their currently issued common stock.
Prior to approval of the reverse split we had a total of 157,200,000 issued and outstanding shares of common stock, par value $0.001. On the effective date of the reverse split, we will have a total of 1,572,000 issued and outstanding shares of common stock, par value $0.001. New stock certificates will be issued upon surrender of the shareholders’ old certificates.
A copy of the Certificate of Change that was filed with the Nevada Secretary of State on October 21, 2014 is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
In connection with the reverse split, we have the following new CUSIP number: 08468P201. We have submitted the required information to FINRA and received an effective date of November 6, 2014.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
Exhibit No. | Description |
3.1 | Certificate of Change |
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.
Berkshire Homes, Inc.
/s/ Munjit Johal
Munjit Johal
Chief Financial Officer
Date: November 5, 2014
3 |
ROSS MILLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz |
|
Certificate of Change Pursuant to NRS 78.209 | |
USE BLACK INK ONLY – DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Change filed Pursuant to NRS 78.209 For Nevada Profit Corporations | |
1. Name of corporation: | |
Berkshire Homes, Inc. | |
2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders. | |
3. The current number of authorized shares at the par value, if any, of each class or series, if any, of shares before the change: | |
500,000,000 shares of common stock, par value $0.0001 per share 20,000,000 shares of preferred stock, par value $0.0001 per share | |
4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change: | |
500,000,000 shares of common stock, par value $0.0001 per share 20,000,000 shares of preferred stock, par value $0.0001 per share | |
5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issue share of the same class or series: | |
1 share will be issued for every 100 shares issued and outstanding | |
6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby: | |
fractional shares will be rounded to the nearest whole number. | |
7. Effective date of filing (optional): | |
8. Officer Signature: X /s/ Llorn Kylo |