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 OF 1934

Date of Report (Date of earliest event reported): April 21, 2014

 

Berkshire Homes, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada	333-171423	68-0680858
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

2375 Camelback Road Suite 600, Phoenix, AZ	85016
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code: 602-387-5393

 

___________________________________________________ (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:

 

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17CFR 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 2 – FINANCIAL INFORMATION

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

On April 21, 2014, Berkshire Homes, Inc. (the “Company”) sold a promissory note in the principal amount of $4,500,000 (the “Note”) to Bay Capital A.G., the Company’s majority shareholder and an accredited investor, pursuant to the terms of a Note Purchase Agreement (the “Purchase Agreement”). The Note accrues interest at the rate of 5% per annum and are due and payable twenty four months from the date of issuance, subject to acceleration in the event of default and may be prepaid in whole or in part without penalty or premium.

 

The foregoing is a summary description of the terms and conditions of the sale of the Note and the Purchase Agreement and does not purport to be complete and is qualified in its entirety by reference to the form of Note Purchase Agreement and the form of Note, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.	Description
10.1	Form of Note Purchase Agreement
10.2	Form of Note

 

 

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
Chief Executive Officer

 

Date: June 19, 2014