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BKSHF > SEC Filings for BKSHF > Form 8-K on 11-Jul-2013All Recent SEC Filings

Show all filings for BERKSHIRE HOMES, INC. | Request a Trial to NEW EDGAR Online Pro



Unregistered Sale of Equity Securities, Financial Statements and Exhibits

Item 3.02 Unregistered Sales of Equity Securities

On July 9, 2013, Berkshire Homes, Inc. (the "Company") issued 6,250,000 shares of common stock, $0.0001 par value per share (the "Common Shares") to the holder (the "Note Holder") of four 16% promissory notes with an aggregate principal amount of $500,000 (collectively, the "Notes") pursuant to the terms of a Conversion Agreement (the "Agreement"). Pursuant to the terms of the Agreement, the Note Holder agreed to convert all accrued but unpaid interest on the Notes as of July 9, 2013, into 6,250,000 Common Shares (the "Interest Conversion").

The foregoing is not a complete summary of the Interest Conversion as is qualified in its entirety by the Agreement, attached hereto as Exhibit 10.1 and which is incorporated by reference herein.

The Common Shares were issued to an "accredited investor," as such term is defined in the Securities Act of 1933, as amended (the "Securities Act") and were offered and sold in reliance on the exemption from registration afforded by
Section 4(2) and Regulation D (Rule 506) under the Securities Act of 1933 and corresponding provisions of state securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
3.1 Form of Conversion Agreement dated July 9, 2013

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