Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - Berkshire Homes, Inc. | ex10_1.htm |
| EX-10.2 - EXHIBIT 10.2 - Berkshire Homes, Inc. | ex10_2.htm |
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 |
| 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
Chief Executive Officer
Date: June 19, 2014
| 3 |