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
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment, dated February 12, 2014 |
| 3.2 | Certificate of Designation, dated February 12, 2014 |
| 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/ Llorn Kylo
Llorn Kylo
CEO
Date: February 12, 2014
| 3 |
ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Certificate of Amendment
(PURSUANT TO NRS 78.385 and 78.390)
| USE BLACK INK ONLY-DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY | ||
| Certificate of Amendment to Articles of Incorporation | |||
| For Nevada Corporations | |||
| (Pursuant to NRS 78.385 and 78.390—After Issuance of Stock) | |||
| 1. | Name of corporation: | ||
| Berkshire Homes, Inc. | |||
| 2. | The articles have been amended as follows (provide article numbers, if available): | ||
| ARTICLE VIII TRANSACTIONS WITH STOCKHOLDERSSection 1. Control Share Acquisition Exemption. The corporation elects not to be governed by the provisions of NRS.§78.378 through NRS.§78.3793, inclusive, generally known as the “Control Share Acquisition Statute.”Section 2. Combinations With Interested Stockholders. The corporation elects not to be governed by the provisions of NRS §78.411 through NRS §78.444, inclusive. | |||
| 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: | ||
| majority | |||
| 4. | Effective date and time of filing (optional): | ||
| 5. | Signatures (required) | ||
| X /s/ Llorn Kylo | |||
| Signature | |||
* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by 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 to limitations or restrictions on the voting power thereof.
ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Certificate of Designation
(PURSUANT TO NRS 78.1955)
| USE BLACK INK ONLY-DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY | ||
| Certificate of Designation | |||
| For Nevada Corporations | |||
| (Pursuant to NRS 78.1955) | |||
| 1. | Name of corporation: | ||
| Berkshire Homes, Inc. | |||
| 2. | By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock. | ||
| SERIES A PREFERRED STOCKRESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the “Articles of Incorporation”), there hereby is created, out of the twenty million (20,000,000) shares of preferred stock, par value $.0001 per share, of the Corporation authorized by Article III of the Articles of Incorporation (“Preferred Stock”), a series of Series A Preferred Stock, consisting of five million (5,000,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions: SEE ATTACHED | |||
| 3. | Effective date of filing (optional): | ||
| 4. | Signatures (required) | ||
| X /s/ Llorn Kylo | |||
| Signature | |||
______________________________________
CERTIFICATE OF DESIGNATION
OF
BERKSHIRE HOMES, INC.
Pursuant to Section 78.1955 of the
Nevada Revised Statutes
______________________________________
SERIES A PREFERRED STOCK
On behalf of Berkshire Homes, Inc., a Nevada corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”):
RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the “Articles of Incorporation”), there hereby is created, out of the twenty million (20,000,000) shares of preferred stock, par value $.0001 per share, of the Corporation authorized by Article III of the Articles of Incorporation (“Preferred Stock”), a series of Series A Preferred Stock, consisting of five million (5,000,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions:
The specific powers, preferences, rights and limitations of the Series A Preferred Stock are as follows:
1. Designation; Rank. This series of Preferred Stock shall be designated and known as “Series A Preferred Stock.” The number of shares constituting the Series A Preferred Stock shall be five million (5,000,000) shares. Except as otherwise provided herein, the Series A Preferred Stock shall, with respect to rights on liquidation, winding up and dissolution, rank pari passu to the common stock, par value $0.0001 per share (the “Common Stock”).
2. Dividends. The holders of shares of Series A Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose.
3. Liquidation Preference.
(a) In the event of any dissolution, liquidation or winding up of the Corporation (a “Liquidation”), whether voluntary or involuntary, the Holders of Series A Preferred Stock shall be entitled to participate in any distribution out of the assets of the Corporation on an equal basis per share with the holders of the Common Stock.
(b) A sale of all or substantially all of the Corporation’s assets or an acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (a “Change in Control Event”), shall not be deemed to be a Liquidation for purposes of this Designation.
| 2 |
4. Voting. The holders of Series A Preferred Stock shall vote together with all other classes and series of common stock of the Corporation as a single class on all actions to be taken by the common stock holders of the Corporation except to the extent that voting as a separate class or series is required by law. The holders of Series A Preferred Stock shall have the right to cast two hundred (200) votes for each share held of record on all matters submitted to a vote of holders of the Corporation’s common stock, including the election of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors.
IN WITNESS WHEREOF the undersigned has signed this Designation this 10th day of December 2013.
| Berkshire Homes, Inc. | |
| By: | /s/ Llorn Kylo |
| Name: | Llorn Kylo |
| Title: | CEO |
| 3 |