UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended August 31, 2013
	For the quarterly period ended May 31, 2014
[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to__________
	Commission File Number: 333-171423

Berkshire Homes, Inc.

(Exact name of registrant as specified in its charter)

Nevada	68-0680858
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
2375 East Camelback Road, Suite 600 Phoenix, AZ 85016
(Address of principal executive offices)
(602) 387-5393
(Registrant’s telephone number)
_______________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

(602) 387-5393

(Registrant’s telephone number)

_______________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has 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.

[X] ] Yes [ X] No

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 (§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 check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[ ] Large accelerated filer	[ ] Accelerated filer
[ ] Non-accelerated filer	[X] Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 10157,~~760~~200,000 ~~shares~~ as of ~~October~~July 141, ~~2013~~2014.

Table of Contents

TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	76
Item 4:	Controls and Procedures	76
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	8
Item 1A:	Risk Factors	8
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3:	Defaults Upon Senior Securities	8
Item 4:	Mine Safety Disclosures	8
Item 5:	Other Information	8
Item 6:	Exhibits	8

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:

F-1	Balance Sheets as of ~~August~~May 31, ~~2013~~2014 and November 30, ~~2012~~2013 (unaudited);
F-2	Statements of Operations for the three and ~~nine~~six months ended ~~August~~May 31, ~~2013~~2014 and ~~2012, and period from June 2, 2010 (Inception) to August 31,~~ 2013 (unaudited);
F-3	Statements of Cash Flows for the ~~nine~~six months ended ~~August~~May 31, ~~2013~~2014 and ~~2012, and period from June 2, 2010 (Inception) to August 31,~~ 2013 (unaudited); and
F-4	Notes to Financial Statements.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended ~~August~~May 31, ~~2013~~2014 are not necessarily indicative of the results that can be expected for the full year.

Table of Contents

BERKSHIRE HOMES, INC.

~~(Formerly~~CONSOLIDATED ~~Indigo~~BALANCE ~~International,~~SHEETS ~~Corp.~~(unaudited)

(A DEVELOPMENT STAGE COMPANY)

	May 31, 2014			November 30, 2013
ASSETS
Current Assets
Cash and equivalents	$	2,323,869		$	146,048
Inventory of property under development		4,228,119			1,914,762
Total Current Assets		6,551,988			2,060,810
Deferred financing costs		10,234			15,147
TOTAL ASSETS	$	6,562,222		$	2,075,957
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	151,928		$	78,191
Accounts payable to related parties		507,358			494,020
Advances due to related party		275			275
Advances due to Longview Realty, Inc.		87,849			50,496
Promissory notes - current		3,743,493			—
Total Current Liabilities		4,490,903			622,982
Promissory notes - long term		3,406,507			2,650,000
Total liabilities		7,897,410			3,272,982
Stockholders’ Deficit
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; 2,000,000 and nil shares issued and outstanding		200			—
Common Stock, $.0001 par value, 500,000,000 shares authorized, 157,200,000 and 215,200,000 shares issued and outstanding		15,720			21,520
Additional paid-in capital		152,680			127,080
Preferred share subscription receivable		(20,000	)		—
Deficit accumulated		(1,483,788	)		(1,345,625	)
Total Stockholders’ Deficit		(1,335,188	)		(1,197,025	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	6,562,222		$	2,075,957

~~BALANCE~~See ~~SHEETS~~accompanying (notes to unaudited) consolidated financial statements.

AS OF AUGUST 31, 2013 AND NOVEMBER 30, 2012

	August 31, 2013			November 30, 2012
ASSETS
Current Assets
Cash and equivalents	$	1,020,959		$	—
Inventory of property under development		1,023,980
Deferred financing costs		19,650
TOTAL ASSETS	$	2,064,589		$	—
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued interest	$	533,029		$	551,479
Accounts payable – related party		12,577			3,989
Due to related party		275			275
Promissory notes - current		—			400,000
Total Current Liabilities		545,881			955,743
Promissory notes – long term		2,650,000			—
Total liabilities		3,195,881			955,743
Stockholders’ Deficit
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding		—			—
Common Stock, $.0001 par value, 500,000,000 shares authorized, 10,760,000 shares issued and outstanding		1,076			451
Additional paid-in capital		147,524			23,149
Deficit accumulated during the development stage		(1,279,892	)		(979,343	)
Total Stockholders’ Deficit		(1,131,292	)		(955,743	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,064,589		$	—

See accompanying notes to unaudited financial statements.

F-1

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BERKSHIRE HOMES, INC.

~~(Formerly~~CONSOLIDATED ~~Indigo~~STATEMENT ~~International,~~OF ~~Corp.~~OPERATIONS (unaudited)

(AFOR ~~DEVELOPMENT~~THE ~~STAGE~~THREE ~~COMPANY)~~MONTHS AND SIX MONTHS ENDED MAY 31, 2014 AND 2013

STATEMENTS OF OPERATIONS (unaudited)

	Three months ended May 31, 2014			Three months ended May 31, 2013			Six months ended May 31, 2014			Six months ended May 31, 2013
REVENUES	$	1,210,000		$	—		$	1,210,000		$	—
COST OF SALES		1,108,610			—			1,108,610			—
GROSS PROFIT		101,390						101,390
EXPENSES
Consulting fees		—			—			12,000			1,000
Insurance		6,065			—			6,065			—
General and administrative		17,338			6,406			26,331			22,299
Professional fees		36,713			1,894			44,965			43,376
Management fees and expenses		35,621			37,500			54,371			50,000
TOTAL EXPENSES		95,737			45,800			143,732			116,675
INCOME (LOSS) FROM OPERATIONS		5,653			(45,800	)		(42,342	)		(116,675	)
OTHER INCOME (EXPENSE)
Interest expense		(60,240	)		(19,350	)		(95,821	)		(36,400	)
TOTAL OTHER INCOME ( EXPENSE)		(60,240	)		(19,350	)		(95,821	)		(153,075	)
NET LOSS	$	(54,587	)	$	(65,150	)	$	(138,163	)	$	(153,075	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.03	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		157,200,000			4,510,000			176,533,333			4,510,000

~~FOR~~See ~~THE~~accompanying ~~THREE~~notes ~~MONTHS~~to ~~AND~~unaudited ~~NINE~~consolidated ~~MONTHS~~financial ~~ENDED AUGUST 31, 2013 AND 2012~~statements.

FOR THE PERIOD FROM JUNE 2, 2010 (INCEPTION) TO AUGUST 31, 2013

	Three months ended August 31, 2013			Three months ended August 31, 2012			Nine months ended August 31, 2013			Nine months ended August 31, 2012			For the period from June 2, 2010 (Inception) to August 31, 2013
REVENUES	$	—		$	—		$	—		$	—		$	22,000
EXPENSES
Consulting fees		—			—			1,000			84,419			554,922
General and administrative		33,039			22,409			55,335			77,177			184,845
Professional fees		3,700			9,600			47,076			45,213			133,932
Management fees and expenses		37,500			34,960			87,500			144,382			273,276
Bad debt expense		—			—			—			—			2,125
TOTAL EXPENSES		74,239			66,969			190,911			351,191			1,149,100
LOSS FROM OPERATIONS		(74,239	)		(66,969	)		(190,911	)		(351,191	)		(1,127,100	)
OTHER INCOME (EXPENSE)
Loss on extinguishment of liabilities		(35,715	)		—			(35,715	)		—			(35,715	)
Interest expense		(37,522	)		(16,000	)		(73,922	)		(27,155	)		(117,077	)
		(73,237	)		(16,000	)		(109,637	)		(27,155	)		(152,792	)
PROVISION FOR INCOME TAXES		0			0			0			0			0
NET LOSS	$	(147,476	)	$	(82,969	)	$	(300,548	)	$	(378,346	)	$	(1,279,892	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.02	)	$	(0.02	)	$	(0.05	)	$	(0.08	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		6,593,333			4,510,000			5,551,667			4,510,000

See accompanying notes to unaudited financial statements.

F-2

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BERKSHIRE HOMES, INC.

~~(Formerly~~CONSOLIDATED ~~Indigo~~STATEMENTS ~~International,~~OF ~~Corp.~~CASH FLOWS (unaudited)

(A DEVELOPMENT STAGE COMPANY)

	Six Months Ended May 31, 2014			Six Months Ended May 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period		(138,163	)		(153,075	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of deferred financing costs		4,913			—
Changes in operating assets and liabilities:
Inventory of properties under development		(2,313,357	)		—
Accounts payable and accrued interest		85,514			56,706
Accounts payable - related party		1,561			5,911
Net Cash Used in Operating Activities		(2,359,532	)		(90,458	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of promissory notes		4,500,000			100,000
Advances from Longview Realty, Inc.		37,353			—
Net Cash Provided by Financing Activities		4,537,353			100,000
Net increase in cash		(2,469,917	)		9,542
Cash, beginning of period		146,048			—
Cash, end of period	$	2,323,869		$	9,542
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	—		$	—
Income taxes paid		—			—
NON-CASH TRANSACTIONS
Preferred stock subscription receivable	$	20,000
Cancellation of common stock	$	5,800
Common stock issued for accrued interest	$	—			—

~~STATEMENTS~~See OFaccompanying ~~CASH~~notes ~~FLOWS~~to (unaudited) consolidated financial statements.

FOR THEN NINE MONTHS ENDED AUGUST 31, 2013 AND 2012

PERIOD FROM JUNE 2, 2010 (INCEPTION) TO AUGUST 31, 2013

	Nine months ended August 31, 2013			Nine months ended August 31, 2012			For the period from June 2, 2010 (Inception) to August 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(300,548	)	$	(378,346	)	$	(1,279,891	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on extinguishment of liabilities		35,715						35,715
Changes in operating assets and liabilities:
Inventory of properties under development		(1,023,980	)		—			(1,023,980	)
Accounts payable and accrued interest		70,834			14,016			622,313
Accounts payable – related party		8,588			(10,349	)		12,577
Net Cash Used by Operating Activities		(1,209,391	)		(374,679	)		(1,633,266	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from related parties		—			—			275
Deferred financing costs		(19,650	)					(19,650	)
Issuance of promissory notes		2,750,000			400,000			3,150,000
Payments made on long term debt		(500,000	)					(500,000	)
Sale of common stock		—			—			23,600
Net Cash Provided by Financing Activities		2,230,350			400,000			2,654,225
Net Increase (Decrease) in Cash		1,020,959			25,321			1,020,959
Cash, beginning of period		—			—			0
Cash, end of period	$	1,020,959		$	25,321		$	1,020,959
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	0		$	0		$	0
Income taxes paid	$	0		$	0		$	0
NON-CASH TRANSACTIONS
Accrued interest converted to shares	$	89,285		$	0		$	89,285

See accompanying notes to unaudited financial statements.

F-3

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BERKSHIRE HOMES, INC.

~~(Formerly~~NOTES ~~Indigo~~TO ~~International,~~UNAUDITED ~~Corp.)~~CONSOLIDATED FINANCIAL STATEMENTS

~~(A DEVELOPMENT~~NOTE ~~STAGE~~1 ~~COMPANY)~~– DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

~~NOTES TO~~Description ~~FINANCIAL~~of ~~STATEMENTS (Unaudited)~~Business

~~AUGUST~~Berkshire Homes, Inc. (the “Company”) 31changed its business focus in November 2012 to the acquisition, ~~2013~~rehabilitation and sale or lease of distressed residential real estate in the United States.

~~NOTE 1~~Basis –of ~~BASIS~~Presentation ~~OF PRESENTATION~~

The accompanying unaudited interim financial statements of ~~Berkshire~~ Berkshires Homes, Inc. ~~(the “Company”)~~ have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the Company’s audited 2013 annual financial statements and notes thereto ~~contained~~filed ~~in the Company's most recent Annual Report~~ on Form 10-K with the SEC. In the opinion of management, all adjustments, consisting of normal ~~recurring~~reoccurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods ~~presented~~present have been reflected herein. The results of ~~operations~~operation for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the ~~disclosures contained in the audited financial~~disclosure ~~statements~~required ~~for the most recent fiscal year ended November 30, 2012 as reported~~ in the Company’s ~~most~~fiscal ~~recent~~2013 ~~Annual~~financial ~~Report on~~statements ~~Form 10-K,~~ have been omitted.

NOTE 2 –- GOING CONCERN

These consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $1,~~279~~483,~~981~~788 as of ~~August~~May 31, ~~2013~~2014 and further losses are anticipated ~~in the development of its business~~ raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates financing operating costs over the next twelve months with loans and/or private placement of common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 3 – PROPERTY INVENTORY

Inventories are stated at the lower of cost of market using the first-in, first-out (FIFO) cost method of accounting. During the current interim period, the Company paid $1,023,980 for properties purchased for resale.

NOTE 4 – RELATED PARTY TRANSATIONS

During the three months and nine months ended August 31, 2013, the Company incurred management fees of $37,500 (2012- $ 34,960) and $ 87,500 ( 2012-$144,382) respectively to the sole director and officer of the Company..

During the nine months ended August 31, 2013, the sole director and officer of the Company made payments of $12,577 on behalf of the Company which is outstanding and recorded as accounts payable to related party at August 31, 2013.

A former director of the Company loaned $275 to the Company on June 2, 2010. The amount was outstanding at August 31, 2013.

The amounts due to related parties are due on demand, non-interest bearing and unsecured.

F-4

Table of Contents

NOTE 53 –- ~~PROMISSORY~~RELATED ~~NOTES~~PARTY TRANSACTIONS

During the ~~year~~three months ended ~~November~~May 3031, ~~2012~~2014 and 2013, the Company ~~issued~~incurred ~~three~~management ~~promissory~~fees ~~notes for total proceeds~~ of $~~400~~35,~~000~~621 atand an$37,500, ~~interest rate~~respectively ofto ~~16%~~the ~~per~~sole ~~annum.~~director Onand ~~February~~officer 4,of ~~2013,~~ the Company ~~sold~~. aDuring ~~promissory~~the ~~note~~six ~~for~~months ~~gross~~ended ~~proceeds~~May ~~of $100~~31,~~000~~ at2014 ~~an interest rate of 16% per annum. All four promissory notes are unsecured~~ and ~~payable~~2013, onthe ~~demand. The~~Company ~~promissory notes payable were repaid~~incurred inmanagement ~~full~~fees onof ~~June 27~~$54,371 ~~2013.~~and ~~Accrued interest outstanding of~~ $ 8950,~~285~~000, ~~was~~respectively ~~converted~~to ~~into~~the ~~6,250,000~~sole ~~common~~director ~~shares~~and onofficer ~~July~~of ~~9,2013~~the Company.

OnAs ~~June~~of 13May 31, ~~2013~~2014, the Company ~~issued~~had apayables ~~promissory~~owed ~~note~~to ~~for~~the ~~proceeds~~sole ofdirector $and ~~2,150,000~~officer atof anthe ~~interest~~Company ~~rate~~ of ~~5% per annum. The promissory note is unsecured and is due on June~~ $13,338 ~~2015.~~consisting ~~Financing~~of ~~costs~~amounts paid ~~incurred~~by ~~in relation to~~ the ~~issuance~~sole ofdirector ~~the note payable have been deferred~~ and ~~will~~officer beon ~~amortized~~behalf ~~over the length~~ of the ~~note~~Company.

OnAs ~~June~~of 27May 31, ~~2013~~2014, the Company ~~issued~~had a ~~promissory~~payable ~~note for proceeds~~ of $ ~~500~~494,~~000~~020 atowed anto ~~interest~~Bay ~~rate~~Capital ~~of 5% per annum~~A.G., ~~The~~who ~~promissory note~~became isa ~~unsecured~~related ~~and~~party isduring ~~due~~2013 onby ~~June~~obtaining majority ~~27, 2015~~ownership.

~~During the~~A ~~nine~~former ~~months~~director ~~ended~~of ~~August~~the ~~31,~~Company ~~2013,~~loaned $275 to the Company ~~recorded~~on ~~interest~~June ~~expense~~2, of2010. ~~$73,922~~The onamount ~~the~~was ~~four~~outstanding ~~promissory~~at ~~notes~~May 31, 2014 and 2013.

~~NOTE~~During 62013, –Longview ~~COMMON~~Realty ~~STOCK~~Inc., an entity with common ownership, advanced an aggregate of $50,496 to the Company. In addition, during the six months ended May 31, 2014, Longview advanced an additional $37,353 to the Company. As at May 31, 2014, the total advances from Longview was $ 87,849.

~~From inception~~The ~~through~~amounts ~~November~~due ~~30,~~to ~~2012,~~these ~~the~~related ~~Company~~parties ~~issued~~are andue ~~aggregate~~on ~~of 4~~demand,~~510,000~~ ~~common~~non-interest ~~shares~~bearing ~~for~~and ~~cash proceeds of $23,600~~unsecured.

~~On January~~NOTE ~~11,~~4 2013, the Company amended and restated its Articles of Incorporation and increased the Company’s authorized capital stock from 75,000,000 shares of Common Stock, par value $0.001 per share, and no Preferred Stock to 500,000,000 shares of Common Stock, par value $0.0001 per share, and 20,000,000 shares of “blank-~~check”~~ ~~Preferred~~PROMISSORY ~~Stock, par value $0.0001 per share.~~NOTES

On June 13, 2013, the Company borrowed $2,150,000 at an interest rate of 5% per annum. The ~~financial~~promissory note is unsecured and is due ~~statements~~on ~~herein~~June ~~have~~13, ~~been~~2015. ~~retroactively~~In ~~restated~~connection with the note, the Company paid a fee of $19,650 to ~~reflect~~a third party which was recorded as deferred financing costs and is being amortized to interest expense over the ~~amended~~life ~~par~~of ~~value~~the loan using the effective interest rate method. During the period ended May 31, 2014, amortization expense of ~~Common~~$4,913 ~~Stock~~was recognized and unamortized financing costs of $10,234 are deferred on the balance sheet. As of May 31, 2014, $1,531,507 was classified as a short-term liability and $618,493 was classified as a long-term liability.

On ~~July~~ 9June 27, 2013, the Company ~~issued~~borrowed 6$500,~~250,~~000 ~~shares~~at an interest rate of ~~common~~5% ~~stock,~~per ~~valued~~annum. atThe ~~$125,000,~~promissory ~~for~~note ~~accrued~~is ~~interest~~unsecured ofand $is 89due on June 27,~~285~~ 2015. As aof ~~result~~May 31, a ~~loss~~2014, on$336,986 ~~the~~was ~~extinguishment~~classified ofas a short-term liability and $35163,~~715~~014 was ~~recognized~~classified as a long-term liability.

~~NOTE~~On 7April –21, ~~SUBSEQUENT~~2014, ~~EVENTS~~the Company borrowed $4,500,000 at an interest rate of 5% per annum. The promissory note is unsecured and is due on April 21, 2016. As of May 31, 2014, $1,875,000 was classified as short-term liability and $ 2,625,000 has been classified as a long-term liability.

~~In accordance~~NOTE ~~with~~5 ~~ASC 855~~-~~10,~~ ~~the~~COMMON Company has analyzed its operations subsequent to October 8, 2013 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements, except as noted below. STOCK

On February 12, 2014, the Company authorized a class of Series A preferred stock consisting of 5,000,000 shares with a par value of $ 0.0001 per share. On February 12, 2014, the Company issued 2,000,000 such shares for cash of $20,000. As May 31, 2014 of the date of filing, the Company had not received the proceeds of the share subscription and the proceeds have been recorded as share subscriptions receivable.

During the three months ended May 31, 2014, the sole director and officer returned an aggregate of 58,000,000 common shares to the Company and they were cancelled.

NOTE 6 - SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to May 31, 2014 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose.

On June 20, 2014, the Company borrowed $2,000,000 at an interest rate of 5% per annum. The promissory note is unsecured and is due on June 20, 2016.

F-5

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Company Overview

We ~~were~~are ~~incorporated~~focused ason ~~Indigo~~the ~~International~~acquisition ~~Corp.~~and onrehabilitation ~~June~~of 2,distressed ~~2010~~residential properties in the ~~State~~United ofStates. ~~Nevada~~Our ~~originally~~corporate tooffices are ~~operate~~located aat ~~consulting~~2375 ~~business in~~East ~~commercial~~Camelback ~~cultivation~~Road, ofSuite ~~white~~600, ~~mushrooms~~Phoenix, ~~(agaricus~~AZ ~~bisporus~~85016 and our phone number is (602) 387-5393.

On December 4, 2012, we changed our name to Berkshire Homes, Inc. in connection with the pursuit of a new business plan. We are now focused on the acquisition and rehabilitation of distressed residential properties in the United States. Our corporate offices are located at 2375 East Camelback Road, Suite 600, Phoenix, AZ 85016 and our phone number is (602) 387-5393.

We believe that the current housing market environment presents an unprecedented opportunity for those who have the expertise, operating platform, technology systems and capital in place to execute an acquisition and operating strategy in a cost-effective manner. We intend to build a geographically diversified portfolio of residential homes in target markets that we believe exhibit favorable demographics and long-term economic trends, attractive acquisition prices, rental yields and appreciation potential. We intend to implement a buy and renovate strategy to increase value, livability, and attractiveness, and then sell the properties or keep them for value as rental properties.

In furthering our business plan, we have been ~~active~~actively searching for capital to purchase distressed properties and build our inventory. ~~During~~In ~~the~~2013 ~~reporting~~and ~~period~~through April 2014, we sold an aggregate of $27,~~650~~150,000 of our 5% unsecured promissory notes (the “5% Notes”) for gross proceeds to us of $27,~~650~~150,000. The 5% Notes accrued interest at the rate of 5% per annum are due and payable twenty four months from their respective dates of issuance, subject to acceleration in the event of default and the 5% Notes may be prepaid, in whole or in part, without penalty or premium.

~~While~~ With the money we ~~were~~have ~~able~~raised through debt financing to ~~raise~~date we ~~some~~have ~~financing~~acquired 11 properties for a purchase price of $4,762,290. Of theses 11 properties we ~~will~~have ~~need~~sold ~~substantial~~3 ~~financing~~for $1,210,000. The properties include single and multi-family residences in 3 States. We plan to ~~implement~~recycle ~~our~~all ~~business~~the ~~strategy~~capital from these properties and purchase more similar type assets to ~~acquire~~rehabilitate aand sell. Additionally, we plan to expand our portfolio and have been looking at other major ofurban ~~investment~~markets ~~properties~~to enter into. WeOur ~~plan~~short and long-term goals are to ~~continue~~seek out opportunistic real estate investments that meet our underwriting ~~efforts~~criteria including twenty percent annualized returns. There is no assurance, however, that we will find the assets that fit our parameters or that we will raise the needed capital to ~~secure~~implement ~~financing~~our business plan.

~~With the money we were able to raise, we purchased three residential homes in the greater Seattle area.~~ We ~~plan~~will tocontinue ~~expand~~ our ~~portfolio of~~efforts ~~homes~~to ~~and~~secure ~~have~~additional ~~been looking at other major urban markets to buy~~financing, ~~renovate~~which ~~and sell homes. Our goal~~ is necessary to ~~seek~~implement ~~out~~our ~~opportunistic~~business ~~investments~~strategy of ~~buying~~acquiring ~~and selling homes to achieve~~ a ~~twenty~~substantial ~~percent~~portfolio ~~return~~investment ~~on our investments~~properties. ~~There~~We isplan noto ~~assurance,~~continue ~~however, that we will find the residential homes that fit~~ our ~~parameters~~efforts ~~or that we will raise the needed capital~~ to ~~implement~~secure ~~our business plan~~financing.

Results of Operations for the three and ~~nine~~six months ended ~~August~~May 31, ~~2013~~2014 and ~~2012~~2013

Revenues

We ~~have~~ generated ~~limited~~sales ~~revenue~~of ~~since~~$1,210,000 ~~our~~for ~~inception.~~the Wethree ~~are~~months aended ~~development~~May ~~stage~~31, ~~company~~2014, ~~and~~our ~~there~~first isquarter noto ~~guarantee~~post ~~that~~revenues.. weOur ~~will~~cost beof ~~able~~sales tototaled ~~execute~~$1,108,610. onOur ~~our~~costs ~~business~~of sales includes: purchase price, rehabilitation, escrow, closing costs, and commissions. We ~~have~~achieved a ~~incurred~~gross ~~losses~~profit ~~since~~of ~~our~~$101,390 ~~inception~~for the three months ended May 31, 2014 which represented a 9.2% return.

Operating Expenses

Operating expenses increased by $49,937 to $95,737 for the three months ended May 31, 2014 from $45,800 for the three months ended May 31, 2013. Our operating expenses for the three months ended May 31, 2014 consisted of professional fees in the amount of $36,713, management fees and expenses of $35,621, general and administrative expenses of $17,338 and insurance expenses of $6,065. In comparison, our operating expenses for the three months ended May 31, 2013 consisted of professional fees in the amount of $1,894, management fees and expenses of $37,500, and general and administrative expenses of $6,406.

Operating expenses increased by $27,057 to $145,732 for the six months ended May 31, 2014 from $116,675 for the six months ended May 31, 2013. Our operating expenses for the six months ended May 31, 2014 consisted of professional fees in the amount of $44,965, management fees and expenses of $54,371, general and administrative expenses of $26,331, consulting fees of $12,000 and insurance expenses of $6,065.. In comparison, our operating expenses for the six months ended May 31, 2013 consisted of professional fees in the amount of $43,376, management fees and expenses of $50,000, general and administrative expenses of $22,299 and consulting fees of $1,000.

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to administrative and operating costs associated with the acquisition, renovation and sale of residential properties and our continued reporting obligations with the Securities and Exchange Commission.

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~~Operating~~Interest Expenses

~~Operating~~Interest expenses increased by $40,890 to $7460,~~239~~240 for the three months ended ~~August~~May 31, ~~2013~~2014 from $66169,~~969~~350 for the three months ended ~~August~~ May 31, ~~2012~~2013. ~~Our~~ ~~operating~~Interest expenses ~~for~~increased ~~the~~by ~~three~~$59,421 ~~months~~to ~~ended August 31~~$95,821 ~~2013~~for ~~consisted of professional fees in~~ the ~~amount~~six ofmonths $ended ~~3,700,~~May ~~management fees and expenses of $37~~31,~~500,~~ ~~and~~2014 ~~general~~from ~~and administrative expenses of~~ $3336,~~039.~~400 ~~In comparison, our operating expenses~~ for the ~~three~~ ~~months~~six months ended ~~August~~May 31, ~~2012~~2013. ~~consisted~~The ofincrease ~~professional~~is ~~fees~~attributable into the ~~amount~~increase ofin ~~$9,600,~~long-term ~~management~~promissory ~~fees and expenses of $34,960 and general and administrative expenses of $22,409~~notes.

~~Operating~~On ~~expenses~~June ~~decreased~~13, ~~to $190~~2013,~~911~~ ~~for~~we ~~the~~issued ~~nine~~a ~~months~~promissory ~~ended~~note ~~August~~for ~~31,~~proceeds ~~2013~~of ~~from~~ $~~351~~2,~~191~~150,000 ~~for~~at ~~the~~an ~~nine~~interest ~~months~~rate ~~ended~~of ~~August~~5% ~~31,~~per ~~2012~~annum. The promissory note ~~Our~~is ~~operating~~unsecured ~~expenses~~and ~~for~~is ~~the~~due ~~nine~~on ~~months~~June ~~ended~~13, ~~August~~2015. 31On June 27, 2013, ~~consisted~~we ofissued ~~professional~~a ~~fees~~promissory innote ~~the~~for ~~amount~~proceeds of $47500,~~076,~~000 ~~management fees~~at ~~and~~an ~~expenses~~interest rate of $5% ~~87,500,~~per ~~consulting~~annum. ~~fees~~The ofpromissory ~~$1,000~~note ~~and~~is ~~general~~unsecured and ~~administrative~~is ~~expenses~~due ofon ~~$55,335.~~June ~~In comparison~~27, ~~our operating~~2015. ~~expenses~~On ~~for~~April ~~the~~21, ~~nine months ended August 31~~2014, ~~2012~~we ~~consisted~~issued ofa ~~professional~~promissory note ~~fees~~for inproceeds ~~the amount~~ of $454,~~213~~ 500,000 ~~management fees~~at ~~and~~an ~~expenses~~interest rate of ~~$144,382,~~5% ~~consulting~~per ~~fees~~annum. ofThe ~~$84,419~~promissory ~~and~~note ~~general~~is unsecured and ~~administrative~~is ~~expenses~~due ofon ~~$77~~April 21,~~177~~ 2016.

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to administrative and operating costs associated with the acquisition, renovation and sale of residential properties and the professional fees associated with our becoming a reporting company under the Securities Exchange Act of 1934.

Other Expenses

We incurred other expenses of $73,237 and $109,637 for the three and nine months ended August 31, 2013, respectively, as compared with $0 for other expenses for the three and nine months ended August 31, 2012. Our other expenses for the three and nine months ended August 31, 2013 consisted of interest expenses and the loss on extinguishment of liabilities.

Net Loss

We incurred a net loss of $~~147~~54,~~476~~587 for the three months ended ~~August~~May 31, ~~2013~~2014, compared to a net loss of $8265,~~969~~150 for the three months ended ~~August~~May 31, ~~2012~~2013. We incurred a net loss of $138,165 for the six months ended May 31, 2014, compared to a net loss of $153,075 for the six months ended May 31, 2013.

We incurred a net loss of $300,548 for the nine months ended August 31, 2013 compared to a net loss of $378,346 for the nine months ended August 31, 2012.

We incurred a cumulative net loss of $1,279,892 for the period from June 2, 2010 (Inception) to August 31, 2013.

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Liquidity and Capital Resources

As of ~~August~~May 31, ~~2013~~2014, we had total current assets of $26,~~064~~551,~~589~~988, consisting of cash and ~~inventories~~our real property inventory. We had current ~~liabilities~~ liabilities of $~~545~~2,~~881~~615,903 as of ~~August~~May 31, ~~2013~~2014. Accordingly, we had a working capital of $13,~~518~~936,~~708~~085 as of ~~August~~May 31, ~~2013~~2014.

Operating activities used $12,~~245~~359,~~106~~532 in cash for the ~~nine~~six months ended ~~August~~May 31, ~~2013~~2014, as compared with $~~374~~90,~~679~~458 ~~provided~~used for the ~~nine~~ six months ended May ~~August~~ 31, ~~2012~~2013. Our negative operating cash flow for ~~August~~May 31, ~~2013~~2014 was mainly a result of ~~our~~the increase in ~~inventories~~our real property inventory and our net loss for the period.

Financing activities for ~~the~~six ~~nine~~ months ended ~~August~~May 31, ~~2013~~2014 generated $24,~~230~~537,~~350~~353 in cash, as compared with cash flows provided by financing ~~activities~~ activities of $~~400~~100,000 for the ~~nine~~three months ended ~~August~~May 31, ~~2012~~2013. Our positive cash flow from financing activities for the ~~nine~~six months ended May ~~August~~ 31, ~~2013~~ 2014 was the result of ~~proceeds~~our ~~from~~ability ~~the~~to ~~issuance~~raise ~~of a promissory note, offset mainly by $500,000 in payments on long term~~ debt financing.

As of ~~August~~May 31, ~~2013~~2014, we had $12,~~020~~323,~~959~~869 in cash. Until we are able to sustain our ongoing operations through revenue, we intend to to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Going Concern

~~The~~These ~~accompanying~~ financial statements have been prepared on a going concern basis which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. We have incurred losses since inception ~~resulting~~ resulting in an accumulated deficit of $1,~~279~~483,~~981~~788 as of ~~August~~May 31, ~~2013~~2014 and further losses are anticipated in the development of our business raising substantial doubt about our ability to continue as a going concern. The ability to continue as a going concern is dependent upon generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management anticipates financing operating costs over the next twelve months with loans and/or private placement of common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

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Recently Issued Accounting Pronouncements

WeThe company has limited operations and is considered doto ~~not~~be ~~expect~~in the ~~adoption~~development ofstage. ~~recently~~In ~~issued~~the ~~accounting~~year ~~pronouncements~~ended February 28, 2014, the Company has elected to ~~have~~early aadopt ~~significant~~Accounting ~~impact~~Standards Update onNo. ~~our~~2014-10, ~~results~~Development Stage Entities (Topic 915): Elimination of ~~operations,~~Certain Financial Reporting Requirements. ~~financial~~The ~~position~~adoption orof ~~cash~~this ~~flow.~~ASU allows the company to remove the inception to date information and all references to development stage

Off Balance Sheet Arrangements

As of ~~August~~May 31, ~~2013~~2014, there were no off balance sheet arrangements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We ~~carried~~conducted ~~out~~ an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, (as defined in ~~Exchange Act~~ Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of ~~August~~May 31, ~~2013. This~~2014, ~~evaluation~~to ~~was~~ensure ~~carried~~that ~~out~~information required to be disclosed by us in the reports filed or submitted by us under the ~~supervision~~Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and ~~with~~forms, including to ensure that information required to be disclosed by us in the ~~participation~~reports offiled ~~our~~or ~~Chief~~submitted ~~Executive~~by ~~Officer~~us under the Exchange Act is accumulated and communicated to our ~~Chief~~management, including ~~Financial~~our ~~Officer~~principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based ~~upon~~on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~August~~May 31, ~~2013~~2014, our disclosure controls and procedures were not effective at the reasonable assurance level due to the ~~presence of~~ material weaknesses inidentified ~~internal~~and ~~control~~described ~~over financial reporting~~below.

AOur ~~material~~principal ~~weakness~~executive isofficers ado ~~deficiency,~~not orexpect athat ~~combination~~our ofdisclosure ~~deficiencies,~~controls inor internal ~~control~~controls ~~over~~will ~~financial~~prevent ~~reporting,~~all ~~such~~error ~~that~~and ~~there~~all fraud. isAlthough aour disclosure controls and procedures were designed to provide reasonable ~~possibility~~assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a ~~material~~control system, ~~misstatement~~no ofmatter ~~the~~how ~~company’s~~well ~~annual~~conceived orand ~~interim~~operated, ~~financial~~can ~~statements~~provide ~~will~~only reasonable, not be ~~prevented~~absolute orassurance ~~detected~~that onthe aobjectives ~~timely~~of the ~~basis~~system are met. ~~Management~~Further, ~~has~~the ~~identified~~design of a control system must reflect the ~~following~~fact ~~material~~that ~~weaknesses~~there ~~which~~are ~~have~~resource ~~caused~~constraints, ~~management~~and the benefits of controls must be considered relative to ~~conclude~~their ~~that,~~costs. asBecause of ~~August~~the ~~31,~~inherent ~~2013~~limitations in all control systems, ~~our~~no evaluation ~~disclosure~~of controls can provide absolute assurance that all control issues and ~~procedures~~instances ~~were~~of ~~not~~fraud, ~~effective:~~if ~~(i)~~any, ~~inadequate~~within ~~segregation~~the Company ofhave ~~duties~~been ~~and~~detected. ~~effective~~These ~~risk~~inherent ~~assessment;~~limitations ~~and~~include ~~(ii)~~the ~~insufficient~~realities ~~written~~that ~~policies~~judgments ~~and~~in ~~procedures~~decision-making ~~for~~can ~~accounting~~be faulty, and ~~financial~~that breakdowns ~~reporting~~can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual ~~with~~a ~~respect~~desire to ~~the~~do ~~requirements~~so. ~~and~~There ~~application~~can ofbe ~~both~~no USassurance ~~GAAP~~that ~~and~~any ~~SEC~~design ~~guidelines~~will succeed in achieving its stated goals under all potential future conditions.

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Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

~~Our~~A ~~company~~material ~~plans~~weakness tois ~~take~~a ~~steps~~deficiency, toor ~~enhance~~a ~~and~~combination ~~improve the design~~ of ~~our~~deficiencies, in internal ~~controls~~control over financial reporting~~. During the~~, ~~period~~such ~~covered~~that bythere is ~~this~~a ~~quarterly~~reasonable ~~report~~possibility onthat ~~Form~~a ~~10-Q,~~material wemisstatement ~~have~~of ~~not~~our ~~been~~annual ~~able~~or tointerim ~~remediate~~financial ~~the~~statements ~~material~~will ~~weaknesses~~not ~~identified above.~~be Toprevented ~~remediate~~or detected ~~such~~on ~~weaknesses,~~a wetimely ~~plan~~basis. toManagement ~~implement~~identified the following ~~changes~~three ~~during~~material ~~our~~weaknesses ~~fiscal~~that ~~year~~have ~~ending~~caused ~~November~~management ~~30,~~to ~~2013:~~conclude ~~(i)~~that, ~~appoint~~as ~~additional~~of ~~qualified~~May ~~personnel~~31, to2014, ~~address~~our ~~inadequate~~disclosure ~~segregation~~controls ~~of duties~~ and ~~ineffective~~procedures, ~~risk management;~~ and ~~(ii) adopt~~our ~~sufficient~~internal ~~written~~control ~~policies~~over ~~and procedures for accounting and~~ financial reporting., ~~The~~were ~~remediation efforts set out are largely~~not ~~dependent~~effective ~~upon~~at ~~our securing additional financing to cover~~ the ~~costs~~reasonable ofassurance ~~implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.~~level:

• We ~~are~~ ~~unable~~do tonot ~~remedy~~have written documentation of our internal control policies and procedures. Written documentation of key internal controls ~~related~~over tofinancial reporting is a requirement of Section 404 of the ~~inadequate~~Sarbanes-Oxley ~~segregation~~Act as of ~~duties~~the ~~and~~period ~~ineffective~~ending ~~risk~~May ~~management~~31, ~~until~~2014. weManagement ~~receive financing~~evaluated the impact of our failure to ~~hire~~have ~~additional~~written ~~employees~~documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

•

We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

•

Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available.

We intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.

Changes in Internal Control over Financial Reporting

~~There~~No ~~were~~change ~~no changes~~ in our system of internal control over financial reporting occurred during the ~~nine~~period ~~months~~covered by this report, the period ended ~~August~~May 31, ~~2013~~2014, that ~~have~~has materially affected, or ~~are~~is ~~reasonable~~reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A:. Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On July 9, 2013, we issued 6,250,000 shares of our Common Stock to the holder of four 16% promissory notes (the “16% Notes”) with an aggregate principal amount of $500,000 pursuant to the terms of a Conversion Agreement. Pursuant to the terms of the Conversion Agreement, the holder of the 16% Notes agreed to convert all accrued but unpaid interest on the 16% Notes as of July 9, 2013, into 6,250,000 shares of our Common Stock.None

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~January~~May 31, ~~2013~~2014 formatted in Extensible Business Reporting Language (XBRL).
	**Provided herewith

**Provided herewith

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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.

	Berkshire Homes, Inc.
Date:	~~October~~July 15, ~~2013~~2014
By:	/s/ Llorn Kylo
	Llorn Kylo
Title:	President, Chief Executive Officer, ~~Chief Financial Officer~~ and Director

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