Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2012
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to _____________
Commission file number 333-168897
BERRY ONLY INC.
(Exact name of registrant as specified in its charter)
Nevada 99-0360497
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
36 McLean Street Red Bank, NJ 07701
(Address of principal executive offices) (Zip Code)
732-865-4252
(Registrant's telephone number, including area code)
Securities registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None N/A
Securities registered under Section 12(g) of the Act:
Common Stock, $0.001 par value
------------------------------
(Title of class)
Indicate by checkmark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by checkmark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Act. Yes [ ] No [X]
Indicate by checkmark whether the registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [X] No [ ]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed fiscal
quarter: $29,500 based on a price of $0.01 per share, being the issue price
pershare of the last private placement of our company in June, 2010. The
aggregate market value as determined by the average of bid and ask closing
prices is inapplicable due to the fact that the common shares of our company
have not traded to date.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ] N/A
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. 5,950,000 shares of common
stock as of October 15, 2012.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980). Not Applicable
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Company's Annual Report on Form 10-K
for the year ended June 30, 2012, filed with the Securities and Exchange
Commission on October 15, 2012 (the "Form 10-K"), is solely to furnish Exhibit
101 to the Form 10-K. Exhibit 101 provides the financial statements and related
notes from the Form 10-K formatted in XBRL (Extensible Business Reporting
Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the
Form 10-K continues to speak as of the original filing date of the Form 10-K,
does not reflect events that may have occurred subsequent to the original filing
date, and does not modify or update in any way disclosures made in the original
Form 10-K.
Pursuant to rule 406T of Regulation S-T, the Interactive Data Files on Exhibit
101 hereto are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as
amended, are deemed not filed for purposes of Section 18 of the Securities Act
of 1934, as amended, and otherwise are not subject to liability under those
sections.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation (filed as an exhibit to our Form S-1
Registration Statement, filed on August 17, 2010)
3.2 Bylaws (filed as an exhibit to our Form S-1 Registration Statement,
filed on August 17, 2010)
31.1* Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* Certification of Chief Executive Officer and Chief Financial Officer
pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002
101** Interactive data files pursuant to Rule 405 of Regulation S-T
----------
* Previously filed.
** Filed herewith.
2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
BERRY ONLY INC.
By /s/ Lisa Guise
------------------------------------------
Lisa Guise
President, Secretary, Treasurer, Chief
Executive Officer and Chief Financial
Officer (Principal Executive Officer,
Principal Accounting Officer and
Principal Financial Officer)
Date: December 20, 2012
