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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Berkshire Homes Inc (CE) | USOTC:BKSH | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.35 | 0.00 | 01:00:00 |
x
|
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
333-171423
|
68-0680858
|
||
(State or Jurisdiction
|
(Commission
|
(IRS Employer
|
||
of Incorporation)
|
File Number)
|
Identification No.)
|
Large accelerated filer | o | Accelerated filer | o | |
Non-accelerated filer | o | (Do not check if a smaller reporting company) | Smaller reporting company | x |
Page
|
|||||
PART I
|
3 | ||||
Item 1.
|
Business
|
3 | |||
Item 1A.
|
Risk Factors
|
6 | |||
Item 2.
|
Properties
|
11 | |||
Item 3.
|
Legal Proceedings
|
11 | |||
Item 4.
|
Mine Safety Disclosures
|
11 | |||
PART II
|
12 | ||||
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
|
12 | |||
Item 6.
|
Selected Financial Data
|
12 | |||
Item 7.
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Management’s Discussion and Analysis or Plan of Operation
|
13 | |||
Item 8.
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Financial Statements and Supplementary Data
|
15 | |||
Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
16 | |||
Item 9A.
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Controls and Procedures
|
16 | |||
Item 9B.
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Other Information
|
17 | |||
PART III
|
18 | ||||
Item 10.
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Directors, Executive Officers and Corporate Governance
|
18 | |||
Item 11.
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Executive Compensation
|
19 | |||
Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
20 | |||
Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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21 | |||
Item 14.
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Principal Accounting Fees and Services
|
22 | |||
PART IV
|
23 | ||||
Item 15.
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Exhibits and Financial Statement Schedules
|
23 |
-
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Households, population and employment growth;
|
|
-
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Prevailing rental and occupancy rates in the market area, and possible growth in those rates; and
|
-
|
Location of the property in respect to schools and public transportation.
|
o
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population and demographic trends;
|
o
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employment and personal income trends;
|
o
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zoning, use and other regulatory restrictions;
|
o
|
income tax laws;
|
o
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changes in interest rates and availability and costs of financing;
|
o
|
competition from other available real estate; and
|
o
|
increased operating costs, including insurance premiums, utilities and real estate taxes, which may not be offset by increased real estate prices.
|
Reports of Independent Registered Public Accounting Firm | F-1 | |||
Balance Sheets as of November 30, 2012 and 2011 | F-3 | |||
Statements of Operations for the years ended November 30, 2012 and 2011 and for the period from inception (June 2, 2010) to November 30, 2012 | F-4 | |||
Statements of Stockholders' Equity (Deficit) for the period from inception (June 2, 2010) to November 30, 2012 | F-5 | |||
Statements of Cash Flows for the years ended November 30, 2012 and 2011 and for the period from inception (June 2, 2010) to November 30, 2012 | F-6 | |||
Notes to the Financial Statements | F-7 |
November 30,
2012
|
November 30,
2011
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Prepaid expenses
|
$ | - | $ | 7,338 | ||||
Total current assets
|
- | 7,338 | ||||||
Total assets
|
$ | - | $ | 7,338 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued interest
|
$ | 551,479 | $ | 505,148 | ||||
Accounts payable – related party
|
3,989 | 10,349 | ||||||
Due to related party
|
275 | 275 | ||||||
Promissory notes
|
400,000 | - | ||||||
Total current liabilities
|
955,743 | 515,772 | ||||||
Total liabilities
|
955,743 | 515,772 | ||||||
Stockholders’ Deficit
|
||||||||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized;
no shares issued and outstanding
|
- | - | ||||||
Common stock, $0.0001 par value, 500,000,000 shares authorized;
4,510,000 shares issued and outstanding
|
451 | 451 | ||||||
Additional paid-in-capital
|
23,149 | 23,149 | ||||||
Deficit accumulated during the development stage
|
(979,343 | ) | (532,034 | ) | ||||
Total stockholders’ deficit
|
(955,743 | ) | (508,434 | ) | ||||
Total liabilities and stockholders’ deficit
|
$ | - | $ | 7,338 |
Year Ended
November 30,
2012
|
Year Ended
November 30,
2011
|
From Inception
(June 2, 2010)
to
November 30,
2012
|
||||||||||
REVENUES
|
$ | - | $ | 22,000 | $ | 22,000 | ||||||
OPERATING EXPENSES
|
||||||||||||
Consulting fees
|
84,419 | 469,503 | 553,922 | |||||||||
General and administrative
|
86,093 | 42,796 | 129,509 | |||||||||
Professional fees
|
68,338 | 18,518 | 86,856 | |||||||||
Management fees
|
165,304 | 20,472 | 185,776 | |||||||||
Bad debt expense
|
- | 2,125 | 2,125 | |||||||||
Total Operating Expenses
|
404,154 | 553,414 | 958,188 | |||||||||
OPRATING LOSS
|
(404,154 | ) | (531,414 | ) | (936,188 | ) | ||||||
Other Expense
|
||||||||||||
Interest expense
|
(43,155 | ) | - | (43,155 | ) | |||||||
Total Other Expense
|
(43,155 | ) | - | (43,155 | ) | |||||||
NET LOSS
|
$ | (447,309 | ) | $ | (531,414 | ) | $ | (979,343 | ) | |||
PER SHARE DATA
|
||||||||||||
Loss per common share – basic and diluted
|
$ | (0.10 | ) | $ | (0.12 | ) | ||||||
Weighted average number of common shares outstanding-basic and diluted
|
4,510,000 | 4,510,000 |
Number of
Common
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Deficit
Accumulated
During Development Stage
|
Total
|
||||||||||||||||
Balance at inception on June 2, 2010
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
June 25, 2010
|
||||||||||||||||||||
Common shares issued for cash at $0.001
|
3,000,000 | 300 | 2,700 | - | 3,000 | |||||||||||||||
September 10, 2010
|
||||||||||||||||||||
Common shares issued for cash at $0.01
|
960,000 | 96 | 9,504 | - | 9,600 | |||||||||||||||
November 18, 2010
|
||||||||||||||||||||
Common shares issued for cash at $0.02
|
550,000 | 55 | 10,945 | - | 11,000 | |||||||||||||||
Net loss
|
- | - | - | (620 | ) | (620 | ) | |||||||||||||
Balance as of November 30, 2010
|
4,510,000 | 451 | 23,149 | (620 | ) | 22,980 | ||||||||||||||
Net loss
|
- | - | - | (531,414 | ) | (531,414 | ) | |||||||||||||
Balance as of November 30, 2011
|
4,510,000 | 451 | 23,149 | (532,034 | ) | (508,434 | ) | |||||||||||||
Net loss
|
- | - | - | (447,309 | ) | (447,309 | ) | |||||||||||||
Balance as of November 30, 2012
|
4,510,000 | $ | 451 | $ | 23,149 | $ | (979,343 | ) | $ | (955,743 | ) |
Year Ended
November 30,
2012
|
Year Ended
November 30,
2011
|
From Inception
(June 2, 2010)
to
November 30,
2012
|
||||||||||
OPERATING ACTIVITIES
|
||||||||||||
Net loss
|
$ | (447,309 | ) | $ | (531,414 | ) | $ | (979,343 | ) | |||
Adjustments to reconcile net loss to net cash
used in operating activities:
|
||||||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Prepaid expenses
|
7,338 | (7,338 | ) | - | ||||||||
Accounts payable and accrued interest
|
46,331 | 505,149 | 551,480 | |||||||||
Accounts payable – related party
|
(6,360 | ) | 10,349 | 3,989 | ||||||||
Net cash used in operating activities
|
(400,000 | ) | (23,254 | ) | (423,874 | ) | ||||||
FINANCING ACTIVITIES
|
||||||||||||
Loans from related parties
|
- | - | 274 | |||||||||
Issuance of promissory notes
|
400,000 | - | 400,000 | |||||||||
Sale of common stock
|
- | - | 23,600 | |||||||||
Net cash provided by financing activities
|
400,000 | - | 423,874 | |||||||||
Net change in cash and equivalents
|
- | (23,254 | ) | - | ||||||||
Cash and equivalents at beginning of the period
|
- | 23,254 | - | |||||||||
Cash and equivalents at end of the period
|
$ | - | $ | - | $ | - | ||||||
Supplemental cash flow information:
|
||||||||||||
Cash paid for:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Taxes
|
$ | - | $ | - | $ | - |
2012
|
2011
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carry forward
|
$ | 979,343 | $ | 532,034 | ||||
Total deferred tax assets
|
342,770 | 186,212 | ||||||
Less: valuation allowance
|
(342,770 | ) | (186,212 | ) | ||||
Net deferred tax assets
|
$ | - | $ | - |
2012
|
2011
|
|||||||
Federal statutory tax rate
|
(35.0 | ) % | (35.0 | )% | ||||
Permanent difference and other
|
35.0 | % | 35.0 | % | ||||
Effective tax rate
|
- | % | - | % |
Name
|
Position Held with our Company
|
Age
|
Date First Elected or
Appointed
|
|||
Llorn Kylo
|
CEO, CFO, Secretary, Treasurer and Director
|
38 |
November 16, 2012
|
SUMMARY COMPENSATION TABLE | ||||||||||||||||||||||||||
Name and
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive PlanCompensation
|
Nonqualified
Deferred
Compensation
Earnings
|
All
Other Compensation
|
Total
|
||||||||||||||||||
Principal Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||||
Odelio Arouca
|
2012
|
165,304 | - | - | - | - | - | 165,304 | ||||||||||||||||||
Former CEO, CFO,
|
2011
|
20,472 | - | - | - | - | - | 20,472 | ||||||||||||||||||
Secretary,
|
||||||||||||||||||||||||||
Treasurer and
|
||||||||||||||||||||||||||
Director (1)
|
||||||||||||||||||||||||||
Llorn Kylo
|
2012
|
- | - | - | - | - | - | - | - | |||||||||||||||||
CEO, CFO,
|
2011
|
NA
|
NA
|
NA
|
NA
|
NA
|
NA
|
NA
|
NA
|
|||||||||||||||||
Secretary,
|
||||||||||||||||||||||||||
Treasurer and
|
||||||||||||||||||||||||||
Director (2)
|
Title of
Class
|
Name and address
of beneficial owner
|
Amount and nature of beneficial ownership
|
Percent
of class (1)
|
Common Stock
|
Llorn Kylo
President, Chief Executive Officer,
Chief Financial Officer, Treasurer, Secretary and Director
2375 East Camelback Road, Suite 600, Phoenix, AZ 85016
|
3,000,000
|
66.52%
|
|
|
|
|
Common Stock
|
Officer and Director as a group that consists of one person
|
3,000,000 shares
|
66.52%
|
(1)
|
Percentage ownership is determined based on shares owned together with securities exercisable or convertible into shares of common stock within 60 days of February 15, 2013, for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of February 15, 2013, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Our common stock is our only issued and outstanding class of securities eligible to vote.
|
November 30,
2012
|
November 30,
2011
|
|||||||
Annual audit and quarterly review fees
|
$ | 10,800 | $ | 10,000 | ||||
Audit – related fees
|
500 | - | ||||||
Tax fees
|
- | - | ||||||
All other fees
|
900 | - |
3.1 | Articles of Incorporation (incorporated by reference to our registration statement on Form S-1 filed on December 27, 2010) |
3.2 | Certificate of Amendment, dated December 5, 2012 (incorporated by reference to our current report on Form 8-K filed on December 11, 2012) |
3.3 |
Certificate of Amendment, dated December 11, 2012 (incorporated by reference to our current report on Form 8-K filed on December 12, 2012)
|
3.4 | Amended and Restated Articles of Incorporation (incorporated by reference to our current report on Form 8-K filed on January 17, 2013) |
3.6 | Amended and Restated Bylaws (incorporated by reference to our current report on Form 8-K filed on January 17, 2013) |
10.1 | Promissory Note dated January 20, 2012 (incorporated by reference to our current report on Form 8-K filed on January 26, 2012) |
10.2 | Promissory Note dated February 16, 2012 (incorporated by reference to our current report on Form 8-K filed on February 24, 2012) |
10.3* | Form of Promissory Note dated May 22, 2012 |
10.4* | Form of Promissory Note dated February 4, 2013 |
31*
|
Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer
|
32*
|
Section 906 Certification under Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer
|
101.INS **
|
XBRL Instance Document
|
101.SCH **
|
XBRL Taxonomy Extension Schema Document
|
101.CAL **
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF **
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB **
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE **
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Signature
|
Title
|
Date
|
||
/s/
Llorn Kylo
Llorn Kylo
|
Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive and Principal Financial and Accounting Officer and Director) | February 15, 2013 |
1 Year Berkshire Homes (CE) Chart |
1 Month Berkshire Homes (CE) Chart |
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