UNITED STATES
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): October 28, 2011
Barclay Road, Inc.
(Exact Name of Registrant as Specified in its Charter)
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WYOMING
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000-52332
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20-5571215
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
No.)
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112 ½ Sevier Court, Barbourville, Kentucky 40906
(Address of principal executive office, including zip code)
404-229-6408
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
The following table sets forth the sales of unregistered securities since the Company’s last report filed under this item.
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Date
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Title and Amount
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Purchaser
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Principal Underwriter
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Total Offering Price/Underwriting Discounts
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October 28, 2011
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100,000,0000 shares of common stock in connection with the conversion to common stock of an aggregate of $20,000 of advances to the Company.
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Three individual lenders.
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NA
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$0.0002 per share/NA
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(1) The Company’s issuances to lenders, consultants and investors are viewed by the Company as exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), alternatively, as transactions either not involving any public offering, or as exempt under the provisions of Regulation D, Regulation S or Rule 701 promulgated by the SEC under the Securities Act.
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 thereunto duly authorized.
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Date: October 31, 2011
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Barclay Road, Inc.
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By:
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/s/Walter Powell
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Walter Powell
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