UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended November 30, 2013
	For the fiscal year ended November 30, 2014
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
	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)	(I.R.S. Employer Identification No.)
2375 East Camelback Road, Suite 600 Phoenix, AZ	850164
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number: (602) 387-5393

Securities registered under Section 12(b) of the Exchange Act
Title of each class	Name of each exchange on which registered
None	not applicable

Securities registered under Section 12(g) of the Exchange Act:
Title of each class
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No [ ]

Indicate by checkmark 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. Yes [ ] No [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 (§ 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 [ ] No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 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 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]

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

Yes [ ] No [X]

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 second fiscal quarter. Not available.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. ~~157~~ 1,~~200~~572,~~000~~002 as of ~~February~~March 2713, ~~2014~~2015

Table of Contents

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	6
Item 2.	Properties	6
Item 3.	Legal Proceedings	76
Item 4.	Mine Safety Disclosures	76
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 8.	Financial Statements and Supplementary Data	10
Item 8.	Financial Statements and Supplementary Data	11
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	11
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	12
Item 9A.	Controls and Procedures	11
Item 9A.	Controls and Procedures	12
Item 9B.	Other Information	12
Item 9B.	Other Information	13
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	13
Item 11.	Executive Compensation	14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 13.	Certain Relationships and Related Transactions, and Director Independence	16
Item 14.	Principal Accountant Fees and Services	1617
PART IV
Item 15.	Exhibits, ~~Financials~~Financial Statement Schedules	17

Table of Contents

PART I

Item 1. Business

Overview

We are ~~were~~focused ~~incorporated as~~on ~~Indigo~~the ~~International~~acquisition, ~~Corp.~~rehabilitation onand ~~June~~sale 2,of ~~2010~~distressed residential properties in the ~~State~~United States. We will, however, consider the acquisition of ~~Nevada~~commercial ~~originally~~and tomulti-family ~~operate~~properties aas ~~consulting~~well. ~~business~~Our incorporate ~~commercial~~offices are located at 2375 East Camelback ~~cultivation~~Road, ofSuite ~~white~~600, ~~mushrooms~~Phoenix, ~~(agaricus~~AZ ~~bisporus~~85016 and our phone number is (602) 387-5393.

OnWe believe ~~December~~that 4,the ~~2012~~current housing market environment presents an unprecedented opportunity for those who have the expertise, operating weplatform, ~~changed~~technology ~~our~~systems ~~name~~and capital in place to ~~Berkshire~~execute ~~Homes,~~an ~~Inc.~~acquisition and operating strategy in ~~connection~~a ~~with~~cost-effective ~~the~~manner. We ~~pursuit~~intend ofto build a ~~new~~geographically ~~business~~diversified ~~plan.~~portfolio Weof ~~are~~primarily ~~now~~residential ~~focused~~homes onin ~~the~~target markets that we believe exhibit favorable demographics and long-term economic trends, attractive acquisition prices and ~~rehabilitation~~appreciation ofpotential, ~~distressed~~as ~~residential~~well ~~properties~~as inrental yields ~~the~~with ~~United~~commercial ~~States~~and multi-family properties. ~~Our~~We ~~corporate~~intend ~~offices~~to ~~are~~implement ~~located~~a ~~at 2375~~buy ~~East~~and ~~Camelback~~renovate ~~Road,~~strategy ~~Suite~~to ~~600~~increase value, ~~Phoenix~~livability, and AZattractiveness, ~~85016~~ and ~~our~~then ~~phone~~sell ~~number~~the isproperties ~~(602)~~or ~~387-5393~~we may keep them for value as rental properties.

~~We believe that the~~In ~~current~~furthering ~~housing~~our ~~market~~business ~~environment~~plan, ~~presents~~we anhave ~~unprecedented~~been ~~opportunity~~actively searching for ~~those~~capital ~~who~~to ~~have~~purchase ~~the~~distressed ~~expertise,~~properties ~~operating platform, technology systems~~ and ~~capital~~build inour ~~place~~inventory. We tohave ~~execute~~sold an ~~acquisition~~aggregate ~~and~~of ~~operating~~$9,150,000 ~~strategy~~of inour a5% ~~cost-effective~~unsecured ~~manner.~~promissory Wenotes ~~intend to~~(the ~~build~~“5% aNotes”) ~~geographically~~for ~~diversified~~gross ~~portfolio~~proceeds to us of ~~residential~~$9,150,000. ~~homes~~The in5% ~~target~~Notes ~~markets~~accrued ~~that~~interest weat ~~believe~~the ~~exhibit~~rate ~~favorable~~of ~~demographics and~~5% ~~long-term~~per ~~economic~~annum ~~trends,~~are ~~attractive~~due ~~acquisition prices, rental yields~~ and ~~appreciation~~payable ~~potential.~~twenty Wefour ~~intend~~months tofrom ~~implement~~their arespective ~~buy~~dates ~~and~~of ~~renovate~~issuance, ~~strategy~~subject to ~~increase~~acceleration ~~value,~~in ~~livability,~~the ~~and~~event ~~attractiveness,~~of default and ~~then~~the ~~sell~~5% ~~the~~Notes ~~properties~~may orbe ~~keep~~prepaid, ~~them~~in ~~for~~whole ~~value~~or in aspart, ~~rental~~without ~~properties~~penalty or premium.

~~In furthering our business~~With ~~plan,~~the money we have ~~been~~raised ~~active~~through ~~searching~~debt ~~for~~financing ~~capital~~ to ~~purchase~~date ~~distressed~~we have acquired 23 properties ~~and~~for ~~build~~a ~~our~~purchase ~~inventory~~price of $11,855,762.02. Of ~~During~~these ~~the~~23 ~~reporting period,~~properties we have sold an11 ~~aggregate~~for of $25,~~650~~691,~~000~~800.00 ofprior ~~our~~to 5%closing ~~unsecured~~costs. ~~promissory~~Also, ~~notes~~3 ~~(the~~properties ~~“5%~~are ~~Notes”)~~under contract for ~~gross proceeds~~sale, to2 usare oflisted $2for sale,~~650,000~~ and 7 are under rehab. The 5%properties ~~Notes~~include ~~accrued~~single ~~interest~~and atmulti-family ~~the~~residences ~~rate~~in of6 5%States. ~~per~~We ~~annum~~plan ~~are~~to recycle ~~due~~all the capital from these properties and ~~payable~~purchase ~~twenty~~more ~~four~~similar ~~months~~type ~~from~~assets ~~their respective~~to ~~dates~~rehabilitate ofand ~~issuance~~sell. Additionally, ~~subject~~we plan to ~~acceleration~~expand inour ~~the~~portfolio ~~event~~and ofhave ~~default~~been looking at other major urban markets to enter into. Our short and ~~the~~long-term 5%goals ~~Notes~~are to ~~may~~seek beout ~~prepaid,~~opportunistic inreal ~~whole~~estate orinvestments inthat meet our underwriting criteria including twenty percent annualized returns. ~~part~~There is no assurance, ~~without~~however, ~~penalty~~that we will find the assets that fit our parameters or ~~premium~~that we will raise the needed capital to implement our business plan.

~~With the money we were able to raise, we purchased~~We ~~six~~will ~~single-family~~continue ~~homes~~our inefforts ~~the greater Seattle area. All of these properties been renovated and are currently under contract for sale or are up for sale. We plan~~ to ~~recycle~~secure ~~the~~additional ~~capital from these properties and buy more similar type properties to buy~~financing, ~~renovate and~~which ~~sell.~~is ~~Additionally,~~necessary ~~we plan~~ to ~~expand~~implement our ~~portfolio~~business ofstrategy ~~homes and have been looking at other major urban markets to buy, renovate and sell homes. Our goal is to seek out opportunistic investments~~ of ~~buying~~acquiring ~~and selling homes to achieve~~ a ~~twenty percent return~~ onsubstantial ~~our~~portfolio ~~investments~~investment 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.

~~While we were able to~~Our ~~raise some financing, we will need substantial financing to implement our business strategy to acquire a portfolio of investment properties. We plan to continue our efforts to secure financing.~~Business

~~Our Business~~Property Acquisitions

~~Property~~We plan to acquire properties that will be beneficial to our strategic objectives at costs that management believes is at or below current fair market values or that have significant marketable potential. We will consider acquisitions of multi-family and single-family properties in our target markets through a variety of acquisition channels, including foreclosure auctions, online auctions, brokers, multiple listing services, short sales and bulk purchases from institutions or investor groups. We plan to use a multi-market and multi-channel investment strategy to provide flexibility in deploying capital and to diversify our portfolio, mitigate risk and avoid overexposure to any single market. We will continue to seek expansion of our acquisition channels. Acquisitions may be financed from various sources, including proceeds from the sale of equity securities, retained cash flow, or future debt financings.

We have ~~plan~~a tonetwork ~~acquire~~of ~~properties~~ partners that ~~will~~consists beof ~~beneficial~~brokers, todevelopers, ~~our~~builders, ~~strategic~~lenders, ~~objectives~~appraisers, attitle ~~costs~~companies, ~~that~~banks ~~management~~and ~~believes~~other industry iscontacts atto oridentify ~~below~~and ~~current~~acquire ~~fair~~real ~~market~~estate ~~values or~~assets that have ~~significant~~the ~~marketable~~ potential. Wefor ~~plan~~significant toreturn ~~acquire~~on ~~single-family~~investment. ~~properties~~Every asset inacquisition ~~our~~will ~~target~~be ~~markets~~negotiated ~~through~~and aanalyzed ~~variety of~~by ~~acquisition~~our ~~channels~~current management, ~~including foreclosure auctions~~which, ~~online~~if ~~auctions,~~we ~~brokers,~~have ~~multiple~~the ~~listing~~available ~~services~~funds, ~~short~~we ~~sales and~~intend ~~bulk~~to ~~purchases~~add ~~from~~upon ~~institutions~~in orthe ~~investor~~next ~~groups~~twelve months. WeEach ~~plan~~property towill ~~use~~go athrough ~~multi-market~~an ~~and~~evaluation ~~multi-channel~~period, ~~investment~~during ~~strategy~~which toour ~~provide flexibility~~management inteam ~~deploying~~will perform ~~capital~~a ~~and~~home toinspection, ~~diversify~~if ~~our portfolio~~necessary, ~~mitigate risk~~ and ~~avoid~~determine ~~overexposure~~the ~~to any single market. We will continue to seek expansion of our~~ acquisition ~~channels.~~price, ~~Acquisitions~~the ~~may~~renovation becosts, ~~financed~~the ~~from~~potential ~~various~~sales ~~sources~~price, ~~including proceeds~~ ~~from~~profitability ~~the~~and, ~~sale~~if ofwe ~~equity~~decide ~~securities,~~to ~~retained~~retain ~~cash~~the ~~flow~~property, orpotential ~~future~~rental ~~debt financings~~income.

We have a network of partners that consists of brokers, developers, builders, lenders, appraisers, title companies, banks and other industry contacts to identify and acquire real estate assets that have the potential for significant return on investment. Every asset acquisition will be negotiated and analyzed by our current management, which we intend to add upon in the next twelve months. Each property will go through an evaluation period, during which our management team will perform a home inspection, if necessary, and determine the acquisition price, the renovation costs, the potential sales price, potential rental income, and profitability.3

3Table of Contents

~~Table of Contents~~Property Renovation

~~Property~~We anticipate ~~Renovation~~that most of the properties we acquire will require renovation and standardization before they are ready for sale or leasing. Our renovation and maintenance plan will be generally consistent across our various acquisition channels. We plan to maintain system-wide standards for our properties that are implemented at the local level and directed at increasing attractiveness to potential buyers or tenants, reducing future maintenance expenses and increasing the long-term value of the property.

~~We anticipate that most~~Our ofmanagement ~~the~~team ~~properties~~and weour ~~acquire~~network will ~~require~~oversee ~~renovation~~the ~~and~~work ~~standardization~~of ~~before~~local ~~they~~contractors ~~are~~engaged ~~ready~~to ~~for~~renovate ~~sale~~our ~~or leasing~~properties. ~~Our~~We ~~renovation and~~plan ~~maintenance~~to ~~plan~~give our ~~will~~future bebuyers ~~generally~~and ~~consistent~~tenants ~~across~~the ~~our~~best ~~various~~possible ~~acquisition~~living ~~channels~~space. WeIn ~~plan~~order to ~~maintain~~accomplish ~~system-wide~~this ~~standards for~~task, ~~our~~we ~~properties~~will ~~that~~identify ~~are~~every ~~implemented~~opportunity for atimprovement in the ~~local~~properties ~~level~~we ~~and~~purchase ~~directed~~including atfoundational ~~increasing~~repairs, ~~attractiveness~~extensive tostructural ~~potential buyers or tenants~~improvements, ~~reducing~~ ~~future maintenance expenses~~ and ~~increasing~~cosmetic upgrades ~~the~~such ~~long-term~~as ~~value~~fresh ofpaint, ~~the~~cabinetry, ~~property~~and more.

~~Our~~Property management team will oversee the work of local contractors engaged to renovate our properties. We plan to give our future buyers and tenants the best possible living space. In order to accomplish this task, we will identify every opportunity for improvement in the properties we purchase including foundational repairs, extensive structural improvements, and cosmetic upgrades such as fresh paint, cabinetry, and more.Disposition

~~Property~~Most of ~~Disposition~~the properties purchased by us will be resold after rehabilitation. These properties will have an average turnaround time ranging from three months to a year. With our single family properties, we plan to target first-time homebuyers.

~~Most~~We would ofconsider ~~the~~holding ~~properties purchased~~a byportion usof ~~will~~our beacquired ~~resold~~real ~~after~~estate ~~rehabilitation.~~for ~~These~~leasing ~~properties~~purposes ~~will~~depending ~~have~~on anthe ~~average~~economics ~~turnaround~~of ~~time~~the ~~ranging~~deal. ~~from~~To ~~three~~date, ~~months~~we tohave aone ~~year~~rental property. WeTo accomplish this goal, we plan to ~~target~~focus ~~first-time~~on ~~homebuyers~~providing ~~with~~quality ~~these~~and ~~properties~~consistency in our customer service, maintenance, leasing and marketing operations.

~~A portion of our acquired~~Marketing ~~real estate will be rented out to tenants. To accomplish this goal, we plan to focus on providing quality and consistency in our customer service, maintenance, leasing and marketing operations.~~Strategy

~~Marketing~~We plan ~~Strategy~~to generate interest in our real estate investment and rehabilitation services by utilizing a relationship-based approach, supplemented by a variety of advertising channels that will increase our exposure among industry businesses, prospective homesellers and homebuyers. We plan to follow an aggressive and creative marketing plan, allowing us to focus directly on our target clients while still being conservative with our advertising dollars. The primary focus of the marketing strategy is to locate distressed, foreclosed, and short-sale properties in various markets in the United States.

WeFor property ~~plan~~purchases: towe ~~generate interest~~have indeveloped ~~our~~a ~~real~~number ~~estate~~of ~~investment~~key ~~and~~contacts ~~rehabilitation~~that ~~services~~will byassist ~~utilizing~~in aprocuring ~~relationship-based~~leads ~~approach,~~for ~~supplemented~~potential bydistressed properties. aWe ~~variety~~have ofrealtor ~~advertising~~contacts ~~channels~~in ~~that~~place ~~will~~for ~~increase~~the ~~our~~purpose ~~exposure~~of ~~among~~informing ~~industry~~us ~~businesses,~~of ~~prospective~~new ~~homesellers~~listings ~~and~~before ~~homebuyers. We~~they ~~plan~~hit tothe ~~follow~~market. anWe ~~aggressive~~have ~~and~~also ~~creative~~established relationships ~~marketing~~with ~~plan,~~other ~~allowing~~real usestate toindustry ~~focus~~professionals ~~directly~~who onunderstand our ~~target~~focus, ~~clients~~and ~~while~~plan ~~still~~to ~~being conservative~~refer ~~with~~us ~~our advertising dollars~~leads. ~~The~~We ~~primary~~also ~~focus~~plan to ofleverage ~~the~~connections ~~marketing~~with ~~strategy~~local isand toonline ~~locate distressed~~auctions, ~~foreclosed,~~with ~~and short-sale~~which ~~properties~~we inhave ~~various~~memberships, ~~markets~~as inwell ~~the~~as ~~United~~bulk ~~States.~~asset ~~The~~distributers ~~elements~~for the ~~comprising~~purpose ~~the~~of ~~overall~~purchasing ~~marketing~~groups ~~strategy~~of ~~are~~properties ~~outlined in~~at ~~greater~~vastly ~~detail~~discounted ~~below~~prices.

~~Strategic~~For property ~~Relationships~~sales: as mentioned above we have numerous relationships with area real estate industry professionals, including brokers, developers, builders, lenders, appraisers, title companies, banks and other industry contacts. We will keep these contacts informed of our current inventory of properties undergoing renovations prior to completion. The purpose of this is to allow them to start looking for buyers before the property is finished.

For property purchases: we have developed a number of key contacts that will assist in procuring leads for potential distressed properties. We have realtor contacts in place for the purpose of informing us of new listings before they hit the market. We have also established relationships with other real estate industry professionals who understand our focus, and plan to refer us leads. We also plan to leverage connections with local and online auctions, with which we have memberships, as well as bulk asset distributers for the purpose of purchasing groups of properties at vastly discounted prices.4

~~For~~Table property sales: as mentioned above we have numerous relationships with area real estate industry professionals, including brokers, developers, builders, lenders, appraisers, title companies, banks and other industry contacts. We will keep these contacts informed of ~~our current inventory of properties undergoing renovations prior to completion. The purpose of this is to allow them to start looking for buyers before the property is finished.~~Contents

~~Direct Mail/ E-mail/Cold~~Government ~~Calling~~Regulations

~~For~~Our ~~property~~properties ~~purchases: a~~are ~~focused~~subject ~~letter will be distributed~~ to ~~certain~~various ~~individuals~~covenants, ~~who~~laws ~~can~~and ~~benefit~~ordinances, ~~from~~and ~~getting~~certain ~~out~~of ~~from~~our ~~under~~properties ~~their~~may ~~mortgages.~~also ~~We will~~subject ~~scour public records~~ to ~~generate~~the arules ~~list~~ of ~~those~~the ~~local~~various ~~property~~HOAs ~~owners~~where ~~who~~such ~~have~~properties ~~filed~~are ~~for~~located. ~~personal~~We ~~bankruptcy,~~believe ~~then~~that ~~present~~we ~~a letter introducing our services as an alternative to simply losing their nest egg. Another focus~~ will be ~~local~~able ~~attorneys~~to ~~who~~comply ~~specialize in~~with ~~divorce,~~such ~~estate~~covenants, ~~probate~~ laws, ~~bankruptcy~~ordinances and ~~insurance~~rules. ~~proceedings~~If pertinent, aswe ~~well~~would asalso ~~bail~~require ~~bondsmen.~~that ~~All~~tenants of ~~these~~our ~~contacts~~properties ~~may~~agree ~~have clients who need~~ to ~~sell~~comply ~~their~~with ~~properties~~such ~~quickly~~covenants, laws, ordinances and ~~therefore~~rules ~~usually~~as ~~under~~a ~~market~~condition ~~value. The last group~~ of ~~letters~~their ~~will~~leasing ~~be sent to people on “notice of default” lists~~terms. ~~We will also employ cold-calling techniques to assist in the locating of available properties.~~

~~For~~The Fair ~~property~~Housing ~~sales: we~~Act, ~~will~~or ~~contact~~FHA, ~~mortgage~~its ~~brokers~~state ~~directly~~law counterparts and ~~follow~~the upregulations ~~with~~promulgated anby ~~attractive~~HUD ~~full-~~and various state agencies, prohibit discrimination in housing on the basis of race or color, ~~flyer~~national ~~illustrating~~origin, ~~our~~religion, ~~available~~sex, ~~homes.~~familial status (including children under ~~These~~the ~~flyers~~age ~~will~~of ~~communicate~~18 ~~dates~~living with parents or legal custodians, pregnant women and people securing custody of ~~open~~children ~~houses~~under tothe ~~generate~~age ~~additional~~of 18) ~~interest~~or handicap (disability) and, in ~~our~~some ~~properties~~states, ~~from~~on ~~within~~financial ~~the~~capability. ~~real~~We ~~estate~~believe that we will be able to comply with the ~~community~~FHA and other regulations.

4As a current or prior owner of real estate, we are subject to various federal, state and local environmental laws, regulations and ordinances and also could be liable to third parties as a result of environmental contamination or noncompliance at our properties even if we no longer own such properties. We may be subject to unknown or contingent liabilities or restrictions related to properties that we acquire for which we may have limited or no recourse.

~~Table of Contents~~Competition

~~Internet~~Our competitors ~~Marketing~~will include other investors in real estate looking for attractive investment opportunities. These investors include other “equity” investors, real estate investment trusts, limited partnerships, syndications and private investors, among others. Competition in the market areas in which we operate is significant and affects our ability to acquire or expand properties. We will not be differentiating ourselves from the foregoing, but merely competing with them. Our competitive position within the industry is negligible in light of the fact that we have just started our operations. Older, well-established companies, companies with substantial customer bases, longer operating histories and better financial positions currently attract customers. We cannot compete with them on the basis of reputation. There can be no assurance that we can maintain a competitive position against current or future competitors, particularly those with greater financial, client database, marketing, service, technical and other resources. Our failure to maintain a competitive position within the market could have a material adverse effect on our business, financial condition and results of operations. At this time, our principal method of competition will be through personal contact with potential clients.

For property purchases: we plan to utilize social networking sites as well as the MLS and our website to solicit potential properties for acquisition. Extensive advertisements will be placed on social networking sites such as Facebook and LinkedIn, and social groups and pages will be used to promote us and our buying capabilities. Craigslist will be used to find “for sale by owner” homes that are not marketed other places. Our website will be able to capture contact information from our visitors so that we may market to them in the future. Lastly, we will use list brokers to create email campaigns.Insurance

~~For~~We maintain ~~property~~insurance ~~sales: with~~on ~~most~~our properties. ~~for~~There ~~lease~~is orno ~~for~~assurance, ~~sale~~however, ~~online~~that ~~advertising~~if ~~has~~we ~~become~~are anmade ~~essential~~party ~~component~~to inan ~~creating recognition on a larger scale. For this reason~~action, we ~~plan~~would tohave ~~post our properties online through the appropriate channels, utilizing sites such as~~sufficient ~~Craigslist,~~insurance ~~Facebook,~~or ~~LinkedIn,~~funds ~~and MLS~~ to ~~pique~~defend ~~public~~the ~~interest~~litigation. WeIf ~~will also make use of third-party programs~~ that ~~enhance~~occurs ~~the farming~~a ~~capabilities~~judgment ofcould ~~the~~be ~~previously~~rendered ~~mentioned~~against ~~sites.~~us Wethat ~~may~~could ~~also~~cause ~~consider~~us ~~cross-promoting~~to ~~its services and properties on the~~cease ~~websites of our strategic partners, creating improved awareness in an extended market of retail suppliers and general contractors~~operations. ~~Lastly, a page on our website dedicated to properties for sale will be promoted on all marketing materials.~~

~~Print Advertising~~Employees

~~For property sales: while Internet methods~~We have ~~certainly~~two ~~become typical in today’s real estate environment, professionals understand that value still exists in the proper usage of a newspaper ad or a well~~full-~~placed~~time ~~outdoor~~employees. ~~sign~~Mr. WeLlorn ~~plan~~Kylo tois ~~employ~~our ~~these~~CEO ~~techniques to sell~~ and ~~lease~~sole ~~properties, creating~~director ~~greater visibility during~~ and ~~after~~Mr. ~~the~~Munjit ~~renovation~~Johal ~~phase~~is ~~while also illustrating~~ our ~~property management abilities~~CFO. ~~Newspaper ads~~If ~~will~~business beis ~~primarily~~successful and ~~used~~we toexperience ~~advertise~~rapid ~~open~~growth, ~~houses~~we ~~for~~may ~~sales~~be ~~and~~required ~~rentals~~to ofhire ~~completed~~new ~~projects.~~personnel ~~Outdoor signs will also call attention~~ to ~~the~~improve, ~~myriad~~implement ~~abilities~~and ofadminister our ~~construction partners~~operational, management, ~~thereby~~financial ~~providing a clear~~ and ~~observable~~accounting ~~example of what we are capable of~~systems.

~~Government Regulations~~5

~~Our~~Table ~~properties are subject to various covenants, laws and ordinances, and certain~~ of our properties may also subject to the rules of the various HOAs where such properties are located. We believe that we will be able to comply with such covenants, laws, ordinances and rules. If pertinent, we would also require that tenants of our properties agree to comply with such covenants, laws, ordinances and rules as a condition of their leasing terms.Contents

~~The Fair Housing Act,~~Item or FHA, its state law counterparts and the regulations promulgated by HUD and various state agencies, prohibit discrimination in housing on the basis of race or color, national origin, religion, sex, familial status (including children under the age of 18 living with parents or legal custodians, pregnant women and people securing custody of children under the age of 18) or handicap (disability) and, in some states, on financial capability2. ~~We believe that we will be able to comply with the FHA and other regulations.~~Properties

AsOur principal aexecutive ~~current~~offices orare ~~prior~~located ~~owner~~at of2375 ~~real~~East ~~estate, we~~Camelback ~~are subject to various federal~~Road, ~~state~~Suite ~~and~~600 ~~local environmental laws~~Phoenix, ~~regulations~~AZ ~~and~~850164. ~~ordinances~~Our ~~and~~offices ~~also~~are ~~could~~leased ~~be liable to~~for ~~third~~2 ~~parties~~years asand ~~a result of environmental contamination or noncompliance at our properties even if~~ we nopay ~~longer~~$285 ~~own~~in ~~such~~rent ~~properties. We~~per ~~may be subject to unknown or contingent liabilities or restrictions related to properties that we acquire for which we may have limited or no recourse~~month.

5Included below is a current description of our real estate properties, their location, the dates of acquisition, the cost of acquisition, the general state of each project, and our proposed disposition.

Table of Contents

Description	Location	Date of Acquisition	Cost of Acquisition⁽¹⁾	Status of Project	Proposed Disposition
Single Family	Mill Creek, WA	7/16/2014	$235,000	Accepted Offer	$348,000
Single Family	Chicago, IL	7/28/2014	85,000	Accepted Offer	235,000
Multi Family	Tallahasse, FL	6/27/2014	2,500,000	Accepted Offer	3,500,000
Single Family	Chicago, IL	7/1/2014	590,000	Listed	1,349,000
Single Family	Cape Coral, FL	6/24/2014	585,100	Listed	789,900
Multi Family	Brookline, MA	8/1/2014	1,220,000	Rehab	2,800,000
Single Family	Oak Park, MI	1/27/2015	95,000	Rehab	139,000
Single Family	Coconut Grove, FL	2/11/2015	545,000	Rehab	850,000
Single Family	Seattle, WA	5/29/2014	586,000	Rehab	875,000
Single Family	Seattle, WA	6/6/2014	397,000	Rehab	665,000
Single Family	Bellevue, WA	5/2/2014	510,000	Rehab	760,000
Single Family	Chicago, IL	7/14/2014	455,000	Rehab	925,000

~~Competition~~(1) Property Acquisition Cost excludes acquisition fees and closing costs

~~Our competitors will~~Item ~~include other investors in real estate looking for attractive investment opportunities~~3. ~~These~~Legal investors include other “equity” investors, real estate investment trusts, limited partnerships, syndications and private investors, among others. Competition in the market areas in which we operate is significant and affects our ability to acquire or expand properties. We will not be differentiating ourselves from the foregoing, but merely competing with them. Our competitive position within the industry is negligible in light of the fact that we have just started our operations. Older, well-established companies, companies with substantial customer bases, longer operating histories and better financial positions currently attract customers. Since we are a development stage company, we cannot compete with them on the basis of reputation. There can be no assurance that we can maintain a competitive position against current or future competitors, particularly those with greater financial, client database, marketing, service, technical and other resources. Our failure to maintain a competitive position within the market could have a material adverse effect on our business, financial condition and results of operations. At this time, our principal method of competition will be through personal contact with potential clients.Proceedings

~~Insurance~~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.

~~We do not maintain any~~Item ~~insurance~~4. ~~However,~~Mine weSafety intend to maintain insurance in the future if management believes it is in our best interests. Because we do not currently have any insurance, if we are made party to an action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.Disclosures

~~Employees~~N/A

Mr. Llorn Kylo, our CEO and CFO, is our sole employee. If business is successful and we experience rapid growth, we may be required to hire new personnel to improve, implement and administer our operational, management, financial and accounting systems.6

~~Item~~Table ~~1A.~~of ~~Risk Factors.~~Contents

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

Item 1B 5. ~~Unresolved~~Market ~~Staff~~for ~~Comments~~Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

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

~~Item~~There is 2presently no active public market for our common stock. ~~Properties~~We have a trading symbol, BKSH, and we are quoted on the OTCPink operating by OTC Markets Group, Inc. There have been very few trades in our common stock at low volume. We can provide no assurance that a public market will materialize.

~~Our principal executive offices are located~~Penny ~~at 2375 East Camelback Road, Suite 600 Phoenix, AZ 850164. Our offices are leased for 2 years and we pay $285 in rent per month.~~Stock

~~Included~~The SEC ~~below~~has isadopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a ~~description~~market price of ~~our~~less ~~real~~than $5.00, other than securities registered on certain national securities ~~estate~~exchanges ~~properties~~or quoted on the NASDAQ system, ~~their~~provided ~~location~~that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the ~~dates~~SEC, that: (a) contains a description of ~~acquisition,~~the nature and level of risk in the ~~cost~~market for penny stocks in both public offerings and secondary trading; (b) contains a description of the ~~acquisition,~~broker's or dealer's duties to the ~~general~~customer ~~state~~and of ~~each~~the ~~project~~rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ~~our~~ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a ~~proposed~~toll-free ~~disposition.~~telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

Description	Location	Date of Acquisition	Cost of Acquisition(1)	Status of Project	Proposed Disposition
Single Family	20716 Rimrock Rd, Monroe, WA 98272	7/19/2013	$387,000	Listed for sale	Sell for $539,900
Single Family	20227 Damson Rd., Lynwood, WA 98036	8/9/2013	$332,000	Sales Contract Executed	Sell for $510,000
Single Family	6921 Langston Rd., Seattle,WA 98178	8/30/13	$266,290	Under Rehab	Sell for $425,000
Single Family	16427 141st Ave. SE, Renton, WA 98058	10/18/2013	$236,000	Sales Contract Executed	Sell for $345,000
Single Family	11345 NE 149th St., Kirkland, WA 98034	11/1/2013	$324,000	Under Rehab	Sell for $435,000
Single Family	19308 74th Ave. W, Lynwood, WA 98036	11/1/2013	$236,000	Under Rehab	Sell for $355,000

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

~~(1)~~In addition, ~~Property~~the ~~Acquisition~~penny ~~Cost~~stock ~~excludes~~rules ~~acquisition~~require ~~fees~~that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and ~~closing~~receive the ~~costs~~purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

6These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

~~Table~~ Holders of ~~Contents~~Our Common Stock

~~Item~~As of 3.March ~~Legal~~13, ~~Proceedings~~2015, we had 1,572,002 shares of our common stock issued and outstanding, held by eleven (11) shareholders of record, with others holding shares in street name.

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.Dividends

~~Item~~There are 4no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. ~~Mine~~The ~~Safety~~Nevada ~~Disclosures~~Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

~~N/A~~1. we would not be able to pay our debts as they become due in the usual course of business, or;

~~PART~~2. our IItotal assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

~~Item~~We have 5.not ~~Market~~declared ~~for~~any ~~Registrant’s~~dividends ~~Common~~and ~~Equity~~we ~~and~~do ~~Related~~not ~~Stockholder~~plan ~~Matters~~to ~~and~~declare ~~Issuer~~any ~~Purchases~~dividends ofin ~~Equity~~the ~~Securities~~foreseeable future.

~~Market Information~~7

~~There~~Table isof presently no public market for our common stock. We have a trading symbol, BKSH, and we are quoted on the OTCQB operating by OTC Markets Group, Inc. We can provide no assurance that a public market will materialize. Contents

~~Penny~~Recent Sales ~~Stock~~of Unregistered Securities

~~The SEC has adopted rules that regulate broker-dealer~~During practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the ~~NASDAQ~~reporting ~~system~~period, ~~provided that~~we ~~current~~agreed ~~price and volume information with respect~~ to ~~transactions~~issue ~~in such securities is provided by the exchange or system. The penny stock rules require~~ a ~~broker-dealer,~~total ~~prior~~of totwo amillion ~~transaction in a penny stock~~(2, ~~to deliver a standardized risk disclosure document prepared by the SEC~~000, ~~that: (a~~000) ~~contains~~shares ~~a description~~ of ~~the~~our ~~nature~~newly ~~and~~designated ~~level of risk in the market for penny stocks~~Series inA ~~both~~Preferred ~~public~~Stock ~~offerings and secondary trading; (b) contains a description of the broker's or dealer's duties~~ to ~~the~~Bay ~~customer and~~Capital ofA.G. ~~the~~for ~~rights~~total ~~and~~proceeds ~~remedies available to the customer with respect to a violation~~ of ~~such~~$20,000. ~~duties~~As ~~or other requirements~~ of the ~~securities~~ ~~laws;~~date ~~(c) contains a brief, clear, narrative description~~ of athis ~~dealer market~~filing, ~~including bid and ask prices for penny stocks and~~ the ~~significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries~~proceeds onhave ~~disciplinary~~not ~~actions;~~been ~~(e)~~received ~~defines~~from ~~significant~~Bay ~~terms~~Capital ~~in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form~~A.G., ~~including language, type size~~ and ~~format, as~~ the ~~SEC~~shares ~~shall~~have ~~require by~~not ~~rule~~been ~~or regulation~~issued.

~~The~~These securities ~~broker-dealer~~were ~~also~~issued ~~must~~pursuant ~~provide, prior~~ to ~~effecting~~Section ~~any~~4(2) ~~transaction~~of ~~in a penny stock,~~ the ~~customer~~Securities ~~with~~Act ~~(a) bid~~ and/or ~~offer~~Rule ~~quotations~~506 ~~for~~promulgated ~~the~~thereunder. ~~penny~~The ~~stock;~~holders ~~(b)~~represented their ~~the~~intention ~~compensation of~~to acquire the ~~broker-dealer~~securities ~~and~~for ~~its~~investment ~~salesperson~~only inand ~~the~~not ~~transaction;~~with ~~(c)~~a ~~the~~view ~~number~~towards ofdistribution. ~~shares~~The toinvestors ~~which~~were ~~such~~given adequate ~~bid~~information ~~and~~about ~~ask~~us ~~prices~~to ~~apply, or~~make ~~other~~an ~~comparable~~informed ~~information~~investment ~~relating~~decision. toWe ~~the~~did ~~depth~~not ~~and~~engage ~~liquidity~~in ofany ~~the~~general ~~market~~solicitation ~~for~~or ~~such~~advertising. We ~~stock;~~directed ~~and~~our ~~(d)~~transfer aagent ~~monthly~~to ~~account~~issue ~~statement showing~~ the ~~market~~stock ~~value~~certificates ofwith ~~each~~the ~~penny~~appropriate ~~stock~~restrictive ~~held~~legend inaffixed to the ~~customer's account~~restricted stock.

~~In addition, the penny stock rules require~~Securities ~~that~~Authorized ~~prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment~~ for ~~the~~Issuance ~~purchaser~~under ~~and~~Equity ~~receive~~Compensation the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.Plans

~~These disclosure requirements may have the~~We ~~effect~~do ofnot ~~reducing the trading activity for our common stock. Therefore, stockholders may~~ have ~~difficulty~~any ~~selling~~equity ~~our~~compensation ~~securities~~plans.

7 Item 6. Selected Financial Data

~~Table~~A smaller ofreporting ~~Contents~~company is not required to provide the information required by this Item.

~~Holders~~Item 7. Management’s Discussion and Analysis of ~~Our~~Financial ~~Common~~Condition ~~Stock~~and Results of Operations

~~As of February 27, 2014, we had 157,200,000 shares of our common stock issued and outstanding, held by twenty~~Forward-~~four (24) shareholders of record, with others holding shares~~Looking ~~in street name.~~Statements

~~Dividends~~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” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. 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 affect 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. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:8

~~1. we~~Table ~~would not be able to pay our debts as they become due in the usual course~~ of ~~business, or;~~Contents

2. Results ~~our total assets would be less than the sum~~ of ~~our~~Operations ~~total~~for ~~liabilities plus~~ the ~~amount~~years ~~that~~ended ~~would~~November be30, ~~needed~~2014 toand ~~satisfy~~2013 ~~the rights of shareholders who have preferential rights superior to those receiving the distribution.~~

~~We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.~~Revenues

~~Recent~~We ~~Sales~~generated sales of ~~Unregistered~~$5,351,300 ~~Securities~~for the year ended November 30, 2014, as compared with no revenue for the same period ended November 30, 2013. Our cost of sales totaled $4,878,092 for the year ended November 30, 2014. Our costs of sales includes: purchase price, rental expenses, rehabilitation, escrow, closing costs, and commissions. We achieved a gross profit of $473,208 for the year ended November 30, 2014, which represented an 8% margin.

OnDiscontinued ~~February 12, 2014, we issued a total of two million (2,000,000) shares of our newly designated Series A Preferred Stock to Bay Capital A.G. for total proceeds of $20,000.~~Operations

~~These~~We ~~securities~~purchased ~~were issued~~a ~~pursuant~~property tofor ~~Section 4(~~$2),500,000 ~~of the Securities Act~~ (and~~/or~~ rehabilitation ~~Rule~~expenses ~~506~~of ~~promulgated~~$159,170) ~~thereunder.~~that ~~The~~is ~~holders~~now ~~represented~~related ~~their intention~~ to ~~acquire~~discontinued ~~the~~operations ~~securities for investment only~~ and ~~not~~held ~~with~~for ~~a view towards distribution~~sale. ~~The~~Our ~~investors~~income ~~were~~from ~~given adequate information~~these ~~about~~discontinued usoperations tototaled ~~make~~$34,208 anresulting ~~informed~~from ~~investment~~rental ~~decision.~~income Weof ~~did~~$85,070 ~~not~~net ~~engage~~of inassociated ~~any~~costs ~~general~~of ~~solicitation~~$25,939 ~~or advertising. We directed our~~and ~~transfer~~depreciation ~~agent~~expense toof ~~issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock~~$24,923.

~~Securities Authorized for Issuance under~~Operating ~~Equity Compensation Plans~~Expenses

WeOperating doexpenses ~~not~~increased ~~have~~by ~~any~~$39,917 ~~equity~~to ~~compensation~~$259,098 ~~plans~~for the year ended November 30, 2014 from $219,181 for the year ended November 30, 2013. Our operating expenses for the year ended November 30, 2014 mainly consisted of management fees and expenses of $116,656, professional fees of $68,375, general and administrative expenses of $51,066, depreciation of $1,229, consulting fees of $12,000 and insurance expenses of $9,772. In comparison, our operating expenses for the year ended November 30, 2013 mainly consisted of management fees and expenses of $106,250, general and administrative expenses of $56,220 and professional fees in the amount of $55,711, and consulting fee of $1,000.

~~Item~~We anticipate 6our operating expenses will increase as we continue to expand our operations. ~~Selected~~The ~~Financial~~increase ~~Data~~will be attributable to administrative and operating costs associated with the management associated with the increase in the acquisition, renovation and sale of residential properties and our continued reporting obligations with the Securities and Exchange Commission.

AInterest ~~smaller reporting company is not required to provide the information required by this Item.~~Expenses

~~Item~~We 7incurred interest expenses of $322,617 for the year ended November 30, 2014, as compared with $147,101 for the year ended November 30, 2013. ~~Management’s~~For ~~Discussion~~2013, ~~and~~included ~~Analysis~~is ofa ~~Financial~~loss ~~Condition~~on ~~and~~the ~~Results~~extinguishment of ~~Operations~~debt of $35,715 we incurred.

~~Forward-Looking~~On ~~Statements~~April 21, 2014, we borrowed $4,500,000 at an interest rate of 5% per annum. The promissory note is unsecured and is due on April 21, 2016.

~~Certain~~On ~~statements,~~June ~~other than purely historical information~~23, ~~including estimates~~2014, ~~projections,~~we ~~statements relating to our business plans, objectives, and expected operating results,~~borrowed ~~and the assumptions upon which those statements are based~~$2, ~~are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995~~000,000 ~~Section~~at ~~27A~~an ofinterest ~~the~~rate ~~Securities Act~~ of ~~1933~~5% ~~and~~per ~~Section 21E of the Securities Exchange Act of 1934~~annum. ~~These~~The ~~forward-looking~~promissory ~~statements~~note ~~generally~~is ~~are~~unsecured 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. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. 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~~due ~~uncertain. Factors which could have a material adverse affect~~ on ~~our~~June ~~operations and future prospects on a consolidated basis include~~23, ~~but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles~~2016. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

8We expect that interest expenses will increase as we plan to take on more debt to finance our property acquisitions resulting in higher interest expenses.

~~Table of Contents~~Net Loss

~~Results~~We incurred a net loss of ~~Operations~~$74,299 for the ~~years~~year ended November 30, 2014, compared to a net loss of $366,282 for the year ended November 30, 2013. ~~and~~Our ~~2012~~net loss for 2014 includes net income of $34,208 from discontinued operations.

~~Revenues~~9

WeTable ~~have~~of generated limited revenue since our inception. We are a development stage company and there is no guarantee that we will be able to execute on our business. We have incurred losses since our inception.Contents

~~Operating~~Liquidity and ~~Expenses~~Capital Resources

~~Operating~~As ~~expenses~~of ~~increased to $219,181 for the year ended~~ November 30, ~~2013 from $404~~2014,~~154~~ ~~for~~we ~~the~~had ~~year~~total ~~ended November 30, 2012. Our operating expenses for the year ended~~assets ~~November 30, 2013 consisted~~ of ~~professional fees in the amount of~~ $558,~~711~~922,241. ~~management~~We ~~fees~~had ~~and~~total ~~expenses~~liabilities of $~~106~~10,~~250~~193,565 ~~general~~as ~~and administrative expenses~~ of ~~$56,220 and consulting fees of $1,000. In comparison, our operating expenses for the year ended~~ November 30, ~~2012 consisted of professional fees in the amount of $68,338, management fees and expenses of $165,304, general and administrative expenses of $86,093 and consulting fees of $84,419~~2014.

WeOperating ~~anticipate~~activities ~~our~~used ~~operating~~$3,702,394 ~~expenses~~in ~~will~~cash ~~increase~~for asthe weyear ~~undertake~~ended ~~our~~November ~~plan~~30, of2014, ~~operations.~~as ~~The~~compared ~~increase~~with ~~will~~$2,134,798 beused ~~attributable~~for tothe ~~administrative~~year ~~and~~ended ~~operating~~November ~~costs associated with the acquisition~~30, ~~renovation~~2013. ~~and~~Our ~~sale~~negative ofoperating cash ~~residential~~flow ~~properties~~for ~~and~~November ~~the~~30, ~~professional~~2014 ~~fees~~was ~~associated~~mainly ~~with~~a ~~our~~result ~~reporting~~of ~~obligations under~~ the ~~Securities~~increase ~~Exchange~~in ~~Act~~our ofreal ~~1934~~property inventory.

~~Other~~Investing ~~Expenses~~activities used $2,688,670 in cash for the year ended November 30, 2014, as compared with $0 used for the year ended November 30, 2013. Our negative investing cash flow for November 30, 2014 was mainly a result of a property related to discontinued operations now held for sale.

WeFinancing ~~incurred~~activities ~~other expenses of $147,101~~ for ~~the~~ year ended November 30, ~~2013~~2014 generated $6,598,701 in cash, as compared with ~~$43,155~~cash ~~for~~flows ~~other~~provided ~~expenses~~by financing activities of $2,280,846 for the year ended November 30, ~~2012~~2013. Our ~~other expenses~~positive ~~for~~cash ~~year~~flow ~~ended~~from ~~November~~financing ~~30,~~activities ~~2013~~for ~~and~~the ~~2012~~year ~~consisted~~ended ~~mainly~~November ~~of interest expense. Also~~30, in2014 ~~2013,~~was wethe ~~incurred~~result ~~a loss on~~of ~~the~~our ~~extinguishment~~ability ofto raise debt ~~of $35,715~~financing.

WeAs of ~~expect~~November ~~that~~30, ~~other~~2014, ~~expenses~~we ~~will~~had ~~increase as~~$353,685 in cash. With the cash on hand, we ~~plan~~have sufficient cash to ~~take~~operate onour business at the current level for the next twelve months. Our plan, however, is to acquire more ~~debt~~properties, and to ~~finance~~do this, we intend to fund our ~~property~~expansion through ~~acquisitions~~debt ~~resulting~~and/or inequity ~~higher~~financing ~~interest~~arrangements. ~~expenses~~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.

~~Net~~Critical Accounting ~~Loss~~Policies

WeIn December ~~incurred~~2001, athe ~~net~~SEC ~~loss~~requested ofthat ~~$366,282~~all ~~for~~registrants list their most “critical accounting polices” in the Management ~~year~~Discussion ~~ended~~and ~~November~~Analysis. ~~30,~~The ~~2013,~~SEC ~~compared~~indicated tothat a ~~net~~“critical ~~loss~~accounting ofpolicy” ~~$447,309~~is ~~for~~one which is both important to the portrayal ~~year~~of ~~ended~~a ~~November~~company’s 30financial condition and results, ~~2012.~~and Werequires ~~incurred~~management’s amost ~~cumulative net~~difficult, ~~loss~~subjective ofor complex $1judgments,~~345,625~~ ~~for~~often as a result of the ~~period~~need ~~from~~to ~~inception~~make ~~(June~~estimates 2,about ~~2010)~~the toeffect ~~November~~of ~~30,~~matters ~~2013~~that are inherently uncertain.

9Our critical accounting policies are set forth in Note 2 to the financial statements.

~~Table~~Recently Issued ofAccounting ~~Contents~~Pronouncements

~~Liquidity~~We do ~~and~~not ~~Capital~~expect ~~Resources~~the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

~~As of November 30, 2013, we had total current~~Off ~~assets~~Balance ofSheet ~~$2,060,810,~~Arrangements ~~consisting of cash and our real property inventory. We had current liabilities of $622,982 as of November 30, 2013. Accordingly, we had working capital of $1,437,828 as of November 30, 2013.~~

~~Operating activities used $2,134,798 in cash~~As ~~for~~of ~~the year ended~~ November 30, ~~2013~~2014, asthere ~~compared~~were ~~with~~no ~~$400,000~~off ~~used~~balance ~~for~~sheet ~~the year ended November 30, 2012~~arrangements. ~~Our negative operating cash flow for November 30, 2013 was mainly a result of the increase in our real property inventory and our net loss for the period.~~

~~Financing activities for the year ended November~~Item ~~30, 2013 generated $2,280,846 in cash, as compared with cash flows provided by financing activities of $400,000 for the year ended November 30, 2012~~8. ~~Our~~Financial ~~positive~~Statements ~~cash~~and ~~flow~~Supplementary ~~from financing activities for the year ended November 30, 2013 was the result of proceeds from the issuance of promissory notes.~~Data

~~On June 13, 2013, we~~Index ~~issued~~to aFinancial ~~promissory~~Statements ~~note~~Required ~~for~~by ~~proceeds~~Article of8 ~~$ 2,150,000 at an interest rate~~ of 5%Regulation per annum. The promissory note is unsecured and is due on June 13, 2015. On June 27, 2013, we issued a promissory note for proceeds of $500,000 at an interest rate of 5% per annum. The promissory note is unsecured and is due on June 27, 2015.S-X:

As of November 30, 2013, we had $146,048 in cash. Until we are able to sustain our ongoing operations through revenue, we intend 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.

Consolidated Financial Statements:

F-1	Report of Independent Registered Public Accounting Firms
F-2	Consolidated Balance Sheets as of November 30, 2014 and 2013
F-3	Consolidated Statements of Operations for the years ended November 30, 2014 and November 30, 2013
F-4	Consolidated Statement of Stockholders’ (Deficit) Equity for the year ended November 30, 2014 and 2013
F-5	Consolidated Statements of Cash Flows for the years ended November 30, 2014 and November 30, 2013
F-6	Notes to Consolidated Financial Statements

~~Going Concern~~10

~~The~~Table ~~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 in an accumulated deficit of $1,345,625 as of November 30, 2013 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. Contents

~~Critical~~REPORT ~~Accounting~~OF ~~Policies~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

InTo ~~December 2001,~~ the ~~SEC~~Board 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 aDirectors ~~company’s financial condition~~ and ~~results,~~Stockholders ~~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.~~

~~Recently~~Berkshire ~~Issued~~Homes, ~~Accounting Pronouncements~~Inc.

~~We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations~~Phoenix, ~~financial position or cash flow.~~Arizona

~~Off~~We ~~Balance~~have ~~Sheet~~audited ~~Arrangements~~the accompanying consolidated balance sheets of Berkshire Homes, Inc. and its subsidiary (collectively the“Company”) as of November 30, 2014 and 2013, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

AsWe conducted our audits in accordance with the standards of ~~November~~the ~~30,~~Public ~~2013~~Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, ~~there~~nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no ~~off~~such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures ~~balance~~in ~~sheet~~the ~~arrangements~~financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Item~~In 7Aour opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Berkshire Homes, Inc. ~~Quantitative~~and its subsidiary as of November 30, 2014 and ~~Qualitative~~2013 ~~Disclosures~~and ~~About~~the ~~Market~~results ~~Risk~~of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

A/s/ ~~smaller~~MaloneBailey, ~~reporting company is not required to provide the information required by this Item.~~LLP

10www.malonebailey.com

~~Table~~Houston, ~~of Contents~~Texas

~~Item~~March 8.17, ~~Financial Statements and Supplementary Data~~2015

~~Index to Financial Statements Required by Article 8 of Regulation S~~F-X:1

Consolidated Financial Statements:
F-1	Report of Independent Registered Public Accounting Firms
F-2	Consolidated Balance Sheets as of November 30, 2013 and 2012
F-3	Consolidated Statements of Operations for the years ended November 30, 2013 and November 30, 2012, and the period from inception to November 30, 2013
F-4	Consolidated Statement of Stockholders’ (Deficiency) Equity for period from inception to November 30, 2013
F-5	Consolidated Statements of Cash Flows for the years ended November 30, 2013 and November 30, 2012, and the period from inception to November 30, 2013
F-6	Notes to Consolidated Financial Statements

Table of Contents

11BERKSHIRE HOMES, INC.

~~Table~~ CONSOLIDATED ofBALANCE ~~Contents~~SHEETS

~~REPORT~~AS OF ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

To the Board of Directors and Stockholders of

	November 30, 2014			November 30, 2013
ASSETS
Properties	$			$
Properties under development		4,963,545			1,914,762
Properties held for sale		932,171			—
Properties, net		5, 895,716			1, 914,762
Cash and equivalents	$	353,685		$	146,048
Prepaid expenses		5,000			—
Assets related to discontinued operations, net of accumulated depreciation of $24,923		2,634,247			0
Vehicle, net of accumulated depreciation of $ 1,229		28,271			0
Deferred financing costs		5,322			15,147
Total Assets	$	8,922,241		$	2,075,957

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Accounts payable and accrued liabilities	$	26,529		$	17,438
Accrued interest		373,544			60,753
Accounts payable to related parties		494,020			494,020
Advances due to related party		—			275
Advances due to Cannabis-Rx, Inc.		149,472			50,496
Promissory notes		9,150,000			2,650,000
Total liabilities		10,193,565			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, $0.0001 par value, 500,000,000 shares authorized, 1,572,002 and 2,152,000 shares issued and outstanding		157			215
Additional paid-in capital		168,243			148,385
Preferred share subscription receivable		(20,000	)		—
Accumulated Deficit		(1,419,924	)		(1,345,625	)
Total Stockholders’ Deficit		(1,271,324	)		(1,197,025	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	8,922,241		$	2,075,957

~~Berkshire~~See accompanying ~~Homes,~~notes ~~Inc~~to consolidated financial statements.

~~(A Development Stage Company)~~F-2

~~Phoenix,~~Table ~~Arizona~~of Contents

~~We have audited the accompanying~~BERKSHIRE ~~consolidated~~HOMES ~~balance sheets of Berkshire Homes, Inc~~INC. and its subsidiary (a development stage company) (collectively the “Company”) as of November 30, 2013 and 2012, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The statements of operations, stockholders’ equity (deficit), and cash flows from June 2, 2010 (inception) to November 30, 2011 were audited by other auditors whose report dated March 12, 2012 expressed an unqualified opinion, with an explanatory paragraph discussing the Company’s ability to continue as a going-concern. Our opinion on the statements of operations, stockholders’ equity (deficit), and cash flows from June 2, 2010 (inception) to November 30, 2013, insofar as it relates to amounts for prior periods through November 30, 2011, is based solely on the report of other auditors.

~~We conducted our audits in accordance with~~ ~~the~~CONSOLIDATED ~~standards~~STATEMENTS ofOF ~~the~~OPERATIONS Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~In our opinion, the consolidated~~FOR ~~financial~~THE ~~statements~~YEARS referred to above present fairly, in all material respects, the financial position of Berkshire Homes, Inc. and its subsidiary (a development stage company) as of November 30, 2013 and 2012 and the results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.ENDED

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred losses since inception resulting in an accumulated deficit as of November 30, 2013, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	November 30, 2014			November 30, 2013
REVENUES
Property sales	$	5,351,300		$	—
		5,351,300
COST OF SALES
Property costs		4,878,092			—
		4,878,092			—

GROSS PROFIT		473,208			—

EXPENSES
Depreciation		1,229			—
Consulting fees		12,000			1,000
Insurance		9,772			—
General and administrative		51,066			56,220
Professional fees		68,375			55,711
Management fees and expenses		116,656			106,250
TOTAL EXPENSES		259,098			219,181

INCOME (LOSS) FROM OPERATIONS		214,110			(219,181	)
OTHER INCOME (EXPENSE)
Interest expense		(322,617	)		(111,386	)
Loss on extinguishments of liabilities		—			(35,715	)
TOTAL OTHER ( EXPENSE)		(322,617	)		(147,101	)
LOSS FROM CONTINUING OPERATIONS		(108,507	)		—
INCOME FROM DISCONTINUED OPERATIONS		34,208			—
NET LOSS	$	(74,299	)	$	(366,282	)
NET INCOME LOSS PER SHARE: BASIC AND DILUTED FROM CONTINUING OPERATIONS	$	(0.07	)	$	(0.26	)
NET INCOME PER SHARE: BASIC AND DILUTED FROM DISCONTINUED OPERATIONS	$	0.02
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		1,668,667			1,384,877

~~/s/~~See accompanying ~~MaloneBailey,~~notes ~~LLP~~to consolidated financial statements.

~~www.malonebailey.com~~F-3

~~Houston,~~Table ~~Texas~~of Contents

~~February 28~~BERKSHIRE HOMES, ~~2014~~INC.

~~F-1~~ CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

~~Table~~FOR THE ofPERIOD ~~Contents~~FROM JUNE 2, 2010 (INCEPTION) TO NOVEMBER 30, 2014

BERKSHIRE HOMES, INC.

	Preferred Stock				Subscription			Common Stock						Additional Paid-in		Deficit
	Shares		Amount		Receivable			Shares			Amount			Capital		Accumulated			Total

Balance as of November 30, 2012		—		—		—			902,002			90			23,510		(979,343	)		(955,743	)

July 9, 2013 Common stock issued for accrued interest		—		—		—			125,000			125			124,875		—			125,000

Net loss		—		—		—			—			—			—		(366,282	)		(366,282	)
Balance as of November 30, 2013		—		—		—			2,152,002			215			148,385		(1,345,625	)		(1,197,025	)

Voluntary surrender of shares for cancellation									(580,000	)		(58	)		58		—			—

Issuance of Preferred shares		2,000,000		200		(20,000	)		—			—			19,800		—			—

Net loss		—		—		—			—			—			—		(74,299	)		(74,299	)
Balance as of November 30, 2014		2,000,000	$	200	$	(20,000	)		1,572,002		$	157		$	168,243	$	(1,419,924	)	$	(1,271,324	)

(ASee accompanying ~~DEVELOPMENT~~notes ~~STAGE COMPANY)~~to consolidated financial statements.

~~CONSOLIDATED BALANCE SHEETS~~F-4

	November 30, 2013			November 30, 2012
ASSETS
Current Assets
Cash and equivalents	$	146,048		$	—
Inventory of property under development		1,914,762			—
Total Current Assets		2,060,810			—
Deferred financing costs		15,147
TOTAL ASSETS	$	2,075,957		$	—
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	78,191		$	69,236
Accounts payable to related parties		494,020			486,232
Advances due to related party		275			275
Advances due to Longview Realty, Inc.		50,496			—
Promissory notes to related party – current		—			400,000
Total Current Liabilities		622,982			955,743
Promissory notes – long term		2,650,000			—
Total liabilities		3,272,982			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, 215,200,000 and 90,200,000 shares issued and outstanding		21,520			9,020
Additional paid-in capital		127,080			14,580
Deficit accumulated during the development stage		(1,345,625	)		(979,343	)
Total Stockholders’ Deficit		(1,197,025	)		(955,743	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,075,957		$	—

Table of Contents

~~See accompanying notes to consolidated financial~~BERKSHIRE ~~statements~~HOMES, INC.

~~F-2~~ CONSOLIDATED STATEMENTS OF CASH FLOWS

~~Table~~FOR THE ofYEARS ~~Contents~~ENDED

BERKSHIRE HOMES, INC.

	November 30, 2014			November 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(74,299	)	$	(366,282	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		26,152			—
Amortization of deferred financing costs		9,826			4,503
Loss on extinguishments of liabilities		—			35,715
Changes in operating assets and liabilities:
Prepaid expenses		(5,000	)		—
Inventory of properties under development		(3,980,954	)		(1,914,762	)
Accounts payable		9,089			(13,146	)
Accrued interest		312,792			111,386
Accounts payable – related party		—			7,788
Net Cash Used by Operating Activities		(3,702,394	)		(2,134,798	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties		(392	)		—
Deferred financing costs		—			(19,650	)
Issuance of promissory notes		6,500,000			2,250,000
Advances from Cannabis-Rx, Inc.		99,093			50,496
Net Cash Provided by Financing Activities		6,598,701			2,280,846

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of vehicle		(29,500	)		—
Acquisition of properties held for rental		(2,659,170	)		—
Net Cash Used by Investing Activities		(2,688,670	)		—

Net Change in Cash		207,637			146,048

Cash and Cash equivalents, beginning of period		146,048			—
Cash and Cash equivalents, end of period	$	353,685		$	146,048

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—

NON-CASH TRANSACTIONS
Accrued interest converted to shares	$	—		$	89,285
Preferred shares subscription receivable	$	20,000		$	—
Cancellation of common shares	$	58		$	—

(ASee accompanying ~~DEVELOPMENT~~notes ~~STAGE~~to consolidated ~~COMPANY)~~financial statements.

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~ F-5

	Year Ended November 30, 2013			Year Ended November 30, 2012			June 2, 2010 (Inception) to November 30, 2013
REVENUES	$	—		$	—		$	22,000
OPERATING EXPENSES
Consulting fees		1,000			84,419			554,922
General and administrative		56,220			86,093			187,854
Professional fees		55,711			68,338			142,567
Management fees and expenses		106,250			165,304			292,026
TOTAL EXPENSES		219,181			404,154			1,177,369
LOSS FROM OPERATIONS		(219,181	)		(404,154	)		(1,155,369	)
OTHER INCOME (EXPENSE)
Interest expense		(111,386	)		(43,155	)		(154,541	)
Loss on extinguishment of liabilities		(35,715	)		—			(35,715	)
TOTAL OTHER INCOME (EXPENSE)		(147,101	)		(43,155	)		(190,256	)
NET LOSS	$	(366,282	)	$	(447,309	)	$	(1,345,625	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		138,487,671			90,200,000

Table of Contents

~~See accompanying notes to consolidated financial~~BERKSHIRE ~~statements~~HOMES, INC.

~~F-3~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Table~~FOR THE ofYEAR ~~Contents~~ENDED NOVEMBER 30, 2014 AND 2013

~~BERKSHIRE~~NOTE 1 ~~HOMES,~~– ~~INC.~~DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

~~(A DEVELOPMENT STAGE~~Description ~~COMPANY)~~of Business

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’~~Berkshire ~~EQUITY~~Homes, Inc. (~~DEFICIT~~the “Company”) was incorporated in Nevada on June 2, 2010.

~~FOR~~The Company ~~THE~~operated ~~PERIOD~~an ~~FROM~~agricultural ~~JUNE~~consulting 2business until November 16, ~~2010~~2012 ~~(INCEPTION)~~when upon change of management the Company changed TOits ~~NOVEMBER~~business 30focus to acquisition, ~~2013~~rehabilitation and sale or lease of distressed residential real estate in the United States.

	Common Stock				Additional Paid-in			Deficit Accumulated During Development
	Shares		Amount		Capital			Stage			Total
Balance at inception on June 2 , 2010		—	$	—	$	—		$	—		$	—
June 25, 2010 Common shares issued for cash at $0.001		60,000,000		6,000		(3,000	)		—			3,000
September 10, 2010 Common shares issued for cash at $0.01		19,200,000		1,920		7,680			—			9,600
November 18, 2010 Common shares issued for cash at $0.02		11,000,000		1,100		9,900			—			11,000
Net loss		—		—		—			(620	)		(620	)
Balance as of November 30, 2010		90,200,000		9,020		14,580			(620	)		22,980
Net loss		—		—		—			(531,414	)		(531,414	)
Balance as of November 30, 2011		90,200,000		9,020		14,580			(532,034	)		(508,434	)
Net loss		—		—		—			(447,309	)		(447,309	)
Balance as of November 30, 2012		90,200,000		9,020		14,580			(979,343	)		(955,743	)
July 9, 2013 Common stock issued for accrued interest		125,000,000		12,500		112,500			—			125,000
Net loss		—		—		—			(366,282	)		(366,282	)
Balance as of November 30, 2013		215,200,000	$	21,520	$	127,080		$	(1,345,625	)	$	(1,197,025	)

NOTE 2- SIGNIFICANT ACCOUNTING POLICIES

~~See accompanying notes to consolidated financial~~Basis ~~statements.~~of Presentation

~~F-4~~The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Certain prior period amounts have been reclassified to conform to current period presentation.

~~Table~~ Principles of ~~Contents~~Consolidation

~~BERKSHIRE~~The consolidated ~~HOMES~~financial statements include the financial information of Berkshire Homes, ~~INC~~Inc. and its wholly owned subsidiary, LCM9 Holdings, LLC. All significant inter-company accounts and transactions have been eliminated.

~~(A DEVELOPMENT STAGE~~Use ~~COMPANY)~~of Estimates

~~CONSOLIDATED~~The preparation ~~STATEMENTS~~of OFfinancial ~~CASH~~statements ~~FLOWS~~in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

	Year Ended November 30, 2013			Year Ended November 30, 2012			June 2, 2010 (Inception) to November 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(366,282	)	$	(447,309	)	$	(1,345,625	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on extinguishment of liabilities		35,715			—			35,715
Amortization of deferred financing costs		4,503			—			4,503
Changes in operating assets and liabilities:
Prepaid expenses		—			7,338			—
Inventory of properties under development		(1,914,762	)		—			(1,914,762	)
Accounts payable and accrued interest		98,240			46,331			649,719
Accounts payable – related party		7,788			(6,360	)		11,777
Net Cash Used in Operating Activities		(2,134,798	)		(400,000	)		(2,558,673	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties		—			—			275
Cash paid for deferred financing costs		(19,650	)		—			(19,650	)
Borrowings on related party debt		100,000			400,000			500,000
Issuance of promissory notes		2,650,000			—			2,650,000
Payments on related party debt		(500,000	)		—			(500,000	)
Advances from Longview Realty, Inc.		50,496			—			50,496
Sale of common stock		—			—			23,600
Net Cash Provided by Financing Activities		2,280,846			400,000			2,704,721
Net increase in cash		146,048			—			146,048
Cash, beginning of period		—			—			—
Cash, end of period	$	146,048		$	—		$	146,048
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	—		$	—		$	—
Income taxes paid		—			—			—
NON-CASH TRANSACTIONS
Common stock issued for accrued interest	$	89,285		$	—		$	89,285

Fair Value of Financial Instruments

~~See~~The ~~accompanying~~Company’s ~~notes~~financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, and accrued expenses, and due to ~~consolidated~~related parties. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

~~F-5~~Cash and Cash Equivalents

~~Table~~The Company considers all highly liquid investments with maturities of ~~Contents~~three months or less to be cash equivalents. At November 30, 2014, the Company had $353,685 (2013 - $146,048) of unrestricted cash to be used for future business operations.

~~BERKSHIRE~~Concentrations of ~~HOMES,~~Credit ~~INC.~~Risk

(AThe ~~DEVELOPMENT~~Company ~~STAGE~~maintains ~~COMPANY)~~its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Stock-Based Compensation

~~NOTE~~The 1Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock ~~ORGANIZATION~~Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.

~~Berkshire Homes, Inc. (the “Company”)~~Income was incorporated in Nevada on June 2, 2010. The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.”Taxes

~~The~~Income ~~Company~~taxes are ~~operated~~computed anusing ~~agricultural~~the ~~consulting business~~asset ~~until~~and ~~November~~liability 16method. Under the asset and liability method, ~~2012~~deferred ~~when~~income ~~upon~~tax ~~change~~assets and liabilities are determined based on the differences between the financial reporting and tax bases of ~~management~~assets and liabilities and are measured using the ~~Company~~currently ~~changed~~enacted ~~its~~tax ~~business~~rates ~~focus~~and tolaws. ~~acquisition,~~A ~~rehabilitation~~valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and ~~sale~~penalties on income taxes as interest expense or ~~lease~~penalties expense. As of ~~distressed~~November ~~residential~~30, ~~real~~2014, ~~estate~~there inhave ~~the~~been ~~United~~no ~~States~~interest or penalties incurred on income taxes.

~~NOTE 2 – GOING CONCERN~~Capital assets

~~These consolidated financial statements have~~Vehicle ~~been prepared on a going concern basis which assumes the Company will be able to realize its~~ assets ~~and~~are ~~discharge~~recorded ~~its~~at ~~liabilities in~~cost ~~the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $1,345,625 as of November 30, 2013~~ and ~~further~~depreciated ~~losses~~over ~~are~~their ~~anticipated~~estimated inuseful ~~the~~lives ~~development~~on ~~of its business raising substantial doubt about the Company’s ability to continue as~~ a ~~going~~straight ~~concern.~~line ~~The~~basis ~~ability~~over ~~to continue as~~ a ~~going~~three ~~concern~~year 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 dueperiod. 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~~Properties 3-held ~~SIGNIFICANT~~for ~~ACCOUNTING~~rental ~~POLICIES~~are recorded at cost and depreciated over their estimated useful lives on a straight line basis over a 39 year period.

~~Basis of Presentation~~F-6

~~The~~Table ~~financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America. Certain prior period amounts have been reclassified to conform to current period presentation.~~Contents

~~Principles~~NOTE 2 of– ~~Consolidation~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~The consolidated financial statements include~~Revenue ~~the financial information of Berkshire Homes, Inc. and its wholly owned subsidiary, LCM9 Holdings, LLC. All significant inter-company accounts and transactions have been eliminated.~~Recognition

~~Use~~The ofCompany ~~Estimates~~recognizes revenues from property sales on the date when all terms and conditions have been completed and payment has been received, and title has been transferred to the purchaser.

~~The~~Rental ~~preparation~~revenue, net of ~~financial~~any ~~statements~~concessions, ~~in conformity~~is ~~with~~recognized ~~generally~~on ~~accepted~~a ~~accounting~~straight-line basis ~~principles~~over ~~requires management to make estimates and assumptions that affect~~ the ~~reported~~ ~~amounts~~term of ~~assets~~the ~~and~~lease, ~~liabilities~~which ~~and~~is ~~disclosure~~not ofmaterially ~~contingent~~different ~~assets~~than ~~and~~if ~~liabilities~~it atwere ~~the~~recorded ~~date~~when ~~the~~due ~~financial~~from ~~statements and~~tenants ~~the reported amount of revenues~~ and ~~expenses~~recognized monthly ~~during~~as ~~the~~it ~~reporting~~is ~~period~~earned. ~~Actual results could differ from those estimates.~~

~~Fair~~Basic Income ~~Value~~(Loss) ofPer ~~Financial Instruments~~Share

~~The~~Basic income (loss) per share is calculated by dividing the Company’s ~~financial~~net ~~instruments~~loss applicable to common shareholders by the weighted average ~~consist~~number of ~~cash~~common ~~and~~shares ~~cash~~during ~~equivalents,~~the ~~prepaid~~period. ~~expenses,~~Diluted ~~accounts~~earnings ~~payable,~~per ~~and~~share ~~accrued~~is ~~expenses,~~calculated ~~and~~by ~~due~~dividing tothe ~~related~~Company’s ~~parties.~~net ~~The~~income ~~carrying~~available ~~amount~~to ofcommon ~~these~~shareholders ~~financial~~by ~~instruments~~the ~~approximates~~diluted ~~fair~~weighted ~~value~~average ~~due~~number toof ~~either~~shares ~~length~~outstanding ofduring ~~maturity~~the oryear. ~~interest~~The ~~rates~~diluted ~~that~~weighted ~~approximate~~average ~~prevailing~~number ~~market~~of ~~rates~~shares ~~unless~~outstanding ~~otherwise~~is ~~disclosed~~the inbasic ~~these~~weighted ~~financial~~number ~~statements~~of shares adjusted for any potentially dilutive debt or equity.

~~Cash and Cash Equivalents~~Properties

~~The~~Transactions ~~Company~~in ~~considers~~which ~~all~~properties for ~~highly~~resale ~~liquid~~are ~~investments~~purchased that are not subject to an existing lease are treated as asset acquisitions and, as such, are recorded ~~with~~at ~~maturities~~their purchase price, including acquisition fees. Inventory of ~~three~~property ~~months~~held for restoration and resale are valued at the lower of cost and net realizable value. Properties that are acquired either subject to an existing lease or ~~less~~as part of a portfolio level transaction are treated as a business combination under ASC 805, Business Combinations, and, as such, are recorded at fair value, allocated to beland, ~~cash~~building ~~equivalents~~and the existing lease, if applicable, based upon their relative fair values at the date of acquisition, with acquisition fees and other costs expensed as incurred. AtFair ~~December~~value 31is determined in accordance with ASC 820, ~~2013~~Fair Value Measurements and Disclosures, primarily based on unobservable data inputs. In making estimates of fair values for purposes of allocating the purchase price of individually acquired properties subject to an existing lease, the Company ~~had~~utilizes ~~$146~~its own market knowledge and published market data. In this regard,~~048~~ ofthe ~~unrestricted~~Company also utilizes information ~~cash~~obtained from county tax assessment records to beassist ~~used~~in ~~for~~the ~~future~~determination ~~business~~of ~~operations.~~the fair value of the land and building

~~Concentrations~~The value of ~~Credit~~acquired ~~Risk~~lease-related intangibles is estimated based upon the costs we would have incurred to lease the property under similar terms. Such costs are capitalized and amortized over the remaining life of the lease. Acquired leases are generally short-term in nature (less than one year).

~~The~~Properties ~~Company~~held ~~maintains~~for ~~its cash in bank deposit~~sale ~~accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships~~ and ~~consequently~~discontinued ~~has not experienced any losses in such accounts.~~operations

~~F-6~~Properties are classified as held for sale when they meet the applicable GAAP criteria, including, but not limited to, the availability of the home for immediate sale in its present condition, the existence of an active program to locate a buyer and the probable sale of the home within one year. Properties classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell, and are presented separately in properties held for sale within the consolidated balance sheets.

~~Table~~The results of ~~Contents~~operations of leased and operating properties that have either been sold or classified as held for sale, if material, are reported in the consolidated statements of operations as discontinued operations for both current and prior periods presented through the date of the applicable disposition. Gains on dispositions of properties that have been in operation are included in "Income from discontinued operations," whereas gains on dispositions of properties with no historical or immaterial operating results are included in other revenues within the consolidated statements of operations.

~~Income~~Leasing ~~Taxes~~Costs

~~The~~Direct ~~Company accounts for income taxes under FASB ASC 740 “Income Taxes”. Under the assets~~ and ~~liability~~incremental ~~method~~costs ofincurred ~~FASB~~to ~~ASC~~lease ~~740,~~properties ~~deferred~~are ~~tax assets~~ capitalized and ~~liabilities are~~amortized ~~recognized~~over ~~for~~ the ~~future~~term ~~tax consequences attributable to differences between the financial statements carrying amounts~~ of ~~existing~~ ~~assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in~~ the ~~years~~leases, in which ~~those~~generally ~~temporary~~have ~~differences~~a ~~are~~term ~~expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities~~ of aone ~~change in tax rates is recognized in income in the period the enactment occurs~~year. ~~A valuation allowance is provided for certain deferred tax assets if it is more likely than not the Company will not realize tax assets through future operations.~~

~~Revenue~~Recent Accounting ~~Recognition~~Pronouncements

The Company ~~recognizes revenues when delivery~~ ofdoes ~~goods~~not orexpect ~~completion~~the ofadoption ~~services has occurred provided there is persuasive evidence~~ of anrecently ~~agreement,~~issued ~~acceptance~~accounting ~~has~~pronouncements ~~been~~to ~~approved by~~have ~~its~~a ~~customers,~~significant ~~the~~impact ~~fee is fixed or determinable based~~ on the ~~completion~~Company’s results of ~~stated terms and conditions~~operations, ~~and~~financial ~~collection~~position ofor ~~any related~~cash ~~receivable is reasonably assured~~flows.

~~Income~~NOTE ~~(Loss)~~3 ~~Per~~– ~~Share~~RENT REVENUES

~~The~~Our ~~Company~~rental properties ~~computes~~are ~~earnings~~rented ~~(loss)~~under ~~per~~non-cancelable ~~share in~~lease ~~accordance~~agreements with ~~ASC260,~~a ~~"Earnings~~term ~~per Share". ASC260 requires presentation~~ of ~~both~~one ~~basic and diluted earnings per share (“EPS”) on the face of the income statement~~year. ~~Basic~~Future ~~EPS~~minimum isrental ~~computed~~revenues byunder ~~dividing earnings (loss) available to~~leases ~~common~~existing ~~shareholders~~on ~~(numerator) by~~ the ~~weighted~~properties ~~average~~as ~~number~~ of ~~shares~~November outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS30, ~~the~~2014 ~~average~~were ~~stock~~as price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.follows:

~~Inventory of Property Under Development~~2015 $103,750

~~Inventory of property held for restoration~~NOTE ~~and~~4 - ~~resale~~RELATED ~~are~~PARTY ~~valued at the lower of cost and net realizable value.~~TRANSACTIONS

~~Recent~~During ~~Accounting~~the ~~Pronouncements~~years ended November 30, 2014 and 2013, the Company incurred management fees and expenses of $116,657 to its officers and $106,250 to its sole officer at the time, respectively.

~~The~~As ~~Company~~of ~~does~~November ~~not~~30, ~~expect~~2014 ~~the~~and ~~adoption~~2013, ofthe Company ~~recently~~had ~~issued~~a ~~accounting~~payable ~~pronouncements~~of $482,243 owed to ~~have~~Bay Capital A.G., who became a ~~significant~~related ~~impact~~party onduring ~~the~~2013 ~~Company’s~~by ~~results~~obtaining ofmajority ~~operations,~~ownership ~~financial~~and ~~position~~$11,777 orowed ~~cash~~to ~~flows~~the Chief Executive Officer of the Company.

~~NOTE~~During 42013, –Cannabis-Rx ~~RELATED~~Inc., ~~PARTY~~an entity ~~TRANSATIONS~~ with common ownership and management, advanced an aggregate of $50,496 to us which was outstanding as of November 30, 2013. In addition, in 2014, Cannabis advanced an additional $99,093 to us, $117 of which was written off as the of the year ended November 30, 2014. As at November 30, 2014, the total advances from Cannabis was $149,472.

~~During~~The ~~the~~amounts ~~years~~due ~~ended~~to ~~November~~these ~~30,~~related ~~2013~~parties ~~and~~are ~~2012,~~due ~~the~~on ~~Company incurred management fees of $106~~demand,~~250~~ ~~and~~non-interest ~~$165,304,~~bearing ~~respectively to the sole director~~ and ~~officer of the Company~~unsecured.

~~As of November 30, 2013 and 2012, the Company~~NOTE ~~had~~5 - ~~payables~~PROMISSORY ~~owed to the sole director and officer of the Company of $11,777 and $3,989, respectively consisting of amounts paid by the sole director and officer on behalf of the Company.~~NOTES

AsOn ofJune ~~November 30~~13, 2013, the Company borrowed $2,150,000 at an interest rate of 5% per annum. The promissory note is unsecured and ~~2012~~is due on June 13, 2015. In connection with the ~~Company~~note, ~~had~~the Company paid a ~~payable~~fee of $~~482~~19,~~243~~650 ~~owed~~to a third party which was recorded as deferred financing costs and is being amortized to ~~Bay~~interest expense ~~Capital~~over Athe life of the loan using the effective interest rate method.G. During the period ended November 30, ~~who~~2014, ~~became~~amortization expense aof ~~related~~$9,824 ~~party~~was ~~during~~recognized ~~2013~~and byunamortized ~~obtaining~~financing ~~majority~~costs ~~ownership~~of $5,323 are deferred on the balance sheet.

~~During the year ended November 30, 2012, the Company issued three promissory notes for total proceeds of $400,000 to Bay Capital A.G. at an interest rate of 16% per annum.~~ On ~~February~~June 427, 2013, the Company ~~issued~~ aborrowed ~~promissory note for gross proceeds of~~ $~~100~~500,000 ~~to Bay Capital A.G.~~ at an interest rate of 165% per annum. ~~All~~The ~~four~~ promissory ~~notes~~note ~~are~~is unsecured and ~~payable~~is ondue ~~demand. These promissory notes were repaid in full~~ on June 27, ~~2013~~2015. On July 9, 2013, the accrued interest on these notes of $86,285 was converted into 125,000,000 common shares valued at $125,000 which resulted in a loss on the extinguishment of liabilities of $35,715 during 2013.

AOn ~~former~~April ~~director~~21, of2014, the Company ~~loaned~~borrowed $~~275~~4,500,000 toat ~~the~~an ~~Company~~interest onrate ~~June~~of 2,5% ~~2010~~per annum. The ~~amount~~promissory ~~was~~note ~~outstanding~~is atunsecured ~~November~~and ~~30,~~is ~~2013~~due ~~and~~on ~~2012~~April 21, 2016.

~~During~~On ~~2013~~June 23, ~~Longview Realty Inc.~~2014, anthe ~~entity~~Company ~~with~~borrowed ~~common ownership~~$2,000,000 at ~~advanced~~ an ~~aggregate~~interest rate of ~~$50,496~~5% toper ~~the~~annum. ~~Company~~The ~~which~~promissory ~~was~~note ~~outstanding~~is asunsecured ofand ~~November~~is 30due on June 23, ~~2013~~ 2016.

~~The amounts due to these related parties are due on demand, non~~F-~~interest bearing and unsecured.~~7

~~F-7~~Table of Contents

~~Table~~NOTE 6 - ofCOMMON ~~Contents~~STOCK

~~NOTE~~On 5January 11, –2013, ~~PROMISSORY~~the ~~NOTES~~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 Stock, par value $0.0001 per share.

On ~~June~~July 1319, 2013, the Company ~~borrowed~~issued $21,~~150~~250,000 atshares ~~an interest rate~~ of 5%common ~~per~~stock ~~annum.~~valued ~~The~~at ~~promissory~~$ ~~note~~125,000 isto ~~unsecured~~repay ~~and~~of is$ ~~due on June 13~~89, ~~2015~~285. InThis ~~connection~~resulted ~~with~~in ~~the note, the Company paid~~ a ~~fee of $19,650 to a third party which was recorded as deferred~~loss ~~financing~~on ~~costs~~extinguishments ~~and is being amortized to interest expense over the life~~ of ~~the~~debt ~~loan using the effective interest rate method. During 2013, amortization expense~~ of $~~4,503~~ ~~was recognized~~35,715.

On ~~June~~ 27February 12, ~~2013~~2014, the Company ~~borrowed~~authorized ~~$500~~a class of Series A preferred stock consisting of 5,000,000 atshares anwith ~~interest~~a ~~rate~~par value of 5%$ 0.0001 per ~~annum~~share. ~~The~~On ~~promissory~~February ~~note~~12, is2014, ~~unsecured~~the ~~and~~Company isagreed ~~due~~to onissue ~~June~~2,000,000 such shares for cash of $20,000. As 27of November 30, ~~2015~~2014, the Company had not received the proceeds of the share subscription and the proceeds have been recorded as share subscriptions receivable.

~~NOTE~~During the 6year –ended ~~COMMON~~November ~~STOCK~~30, 2014, the sole director and officer returned an aggregate of 580,000 common shares to the Company and they were cancelled.

~~From~~On October ~~inception~~21, ~~through~~2014, ~~November~~the ~~30,~~Board ~~2012,~~ of directors of the Company ~~issued~~authorized ana ~~aggregate~~100:1 reverse stock split of ~~90,200,000~~the common ~~shares~~stock ~~for~~of ~~cash~~the ~~proceeds~~Company. The offinancial ~~$23,600~~statements herein have been retroactively restated to reflect the reverse stock split.

~~On July 9, 2013, the Company issued 125,000,000~~ NOTE ~~common~~7 ~~shares~~– ~~valued~~INCOME ~~at $125,000 to repay accrued interest of $89,285. This resulted in a loss on extinguishment of liabilities of $35,715.~~TAXES

~~During~~The company ~~2013~~adopted the provision of ASC740, “Accounting for Income Taxes”. Pursuant to ASC740 the Company ~~increased~~is ~~its authorized~~required ~~capital~~to ~~stock~~compute ~~from~~tax ~~75,000,000~~asset ~~common~~benefits ~~shares,~~for ~~par~~net ~~value~~operating ~~$0.001~~losses ~~per~~carried ~~share,~~forward. ~~and~~The nopotential ~~Preferred~~benefits ~~Stock~~of tonet ~~500,000,000~~operating ~~shares,~~losses ~~par~~have ~~value $0.0001~~not ~~per~~been ~~share,~~recognized ~~and~~in ~~20,000,000~~the ~~shares~~financial ofstatements ~~“blank-check”~~because ~~Preferred~~the ~~Stock,~~Company ~~par~~cannot ~~value~~be ~~$0.0001~~assured ~~per~~that ~~share.~~it ~~The~~is ~~financial~~more ~~statements~~likely that not that it will ~~herein~~utilize ~~have~~the ~~been~~net ~~retroactively~~operating ~~restated~~losses tocarried ~~reflect~~forward ~~these~~in ~~changes~~future years.

~~During~~Deferred tax ~~2013,~~assets ~~the~~consisted ~~Company~~of ~~effected~~the afollowing 20as ~~for 1 forward split~~ of ~~its~~November ~~common~~30, ~~stock.~~2014 ~~All share~~ and ~~per share amounts herein have been retroactively restated to reflect the split.~~2013:

NOTE 7 – INCOME TAXES

	2014			2013
Deferred Tax Assets:
Net operating loss	$	482,774		$	470,969
Valuation allowance		(482,774	)		(470,969	)
Net deferred tax assets	$	—		$	—

The ~~company~~cumulative ~~adopted~~net ~~the~~operating ~~provision~~loss carryforward is approximately $1,419,924 as of ~~ASC740~~November 30, ~~“Accounting~~ ~~for~~2014 ~~Income~~and ~~Taxes”.~~it ~~Pursuant~~will begin to ~~ASC740~~expire in the ~~Company~~year is2030. ~~required~~The tovaluation ~~compute~~allowance for deferred tax ~~asset~~assets ~~benefits~~as ~~for~~of ~~net~~November ~~operating~~30, 2013 was $470,969. In assessing the recovery of the deferred tax assets, management considers whether ~~losses~~it ~~carried~~is ~~forward~~more likely than not that some portion or all of the deferred tax assets will not be realized. The ~~potential~~ultimate ~~benefits~~realization of deferred ~~net~~tax ~~operating~~assets ~~losses~~is ~~have~~dependent ~~not~~upon ~~been~~the ~~recognized~~generation of future taxable income in the ~~financial~~periods ~~statements~~in ~~because~~which those temporary differences become deductible. Management considers the ~~Company~~scheduled ~~cannot~~reversals beof ~~assured~~future ~~that~~deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it iswas more likely ~~that~~than not ~~that~~the itdeferred tax ~~will~~assets ~~utilize~~would ~~the~~not ~~net~~be ~~operating~~realized ~~losses~~as ~~carried~~of ~~forward~~November ~~in future~~30, ~~years~~2014.

~~Deferred~~NOTE ~~tax~~8 ~~assets~~– ~~consisted of the following as of November 30, 2013 and 2012:~~ACQUISITION

	2013			2012
Deferred Tax Assets:
Net operating loss	$	470,969		$	342,770
Valuation allowance		(470,969	)		(342,770	)
Net deferred tax assets	$	—		$	—

On June 27, 2014, the Company acquired a 100% ownership interest in a property located in Tallahassee, Florida at an auction for a purchase price of $2,500,000 and rehabilitation expenses of $159,170 for a total of $2,659,170. The property consisted of 56 residential units consisting of one and two bedrooms. There were preexisting leases. However, due to the short-term nature of the leases, no value was assigned to them. The property was purchased for the purpose of resale after renovations. Offers for the purchase of the property have been received. On February 2, 2015, a written offer for $3,500,000 has been executed.

The ~~cumulative~~following ~~net~~table ~~operating~~summarizes ~~loss carryforward is approximately $1,345,625 as of November 30, 2013 and it will begin to expire in~~ the ~~year 2030. The valuation allowance for~~preliminary ~~deferred~~estimated ~~tax~~fair ~~assets~~values as of ~~November 30, 2013 was $470,969. In assessing~~ the ~~recovery of the deferred tax~~ assets, ~~management~~and ~~considers whether~~liabilities itacquired isas ~~more~~part ~~likely than not that some portion or all~~ of the ~~deferred~~Tallahasee tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of November 30, 2013.purchase:

NOTE 8 – SUBSEQUENT EVENTS

Land	$	556,000
Buildings, net and Improvements		2,078,247
Estimated fair value of assets and liabilities acquired	$	2,634,247

OnThe ~~February~~rental ~~12,~~income ~~2014,~~and ~~the~~expenses ~~Company~~from ~~authorized a~~the ~~class~~discontinued ~~of Series A preferred stock consisting of 5,000,000 shares with a par value of $ 0.0001 per share. On February 12, 2014,~~operations ~~the~~is ~~Company~~as ~~issued 2,000,000 shares of Series A preferred stock for cash of $20,000.~~follows:

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

Rental Income	$	85,080
Rental Expense		(25,993	)
Depreciation Expense		(24,923	)
Total rental income and expense		34,208

~~F-8~~The property has been classified as held for sale. As a result the assets and rental income have been presented as discontinued operations in the financial statements.

~~Table~~NOTE 9 of– ~~Contents~~SUBSEQUENT EVENTS

~~Item~~In 9.accordance with ~~Changes~~ASC In855-10, ~~and~~the ~~Disagreements~~Company ~~with~~has ~~Accountants~~analyzed onits ~~Accounting~~operations subsequent to November 30, 2014 to the date these financial statements were issued, and ~~Financial~~has ~~Disclosure~~determined that it does not have any material subsequent events to disclose in these financial statements, except as noted below.

~~No events occurred requiring disclosure under Item 304 of Regulation S~~F-~~K during the fiscal year ending November 30, 2013.~~8

~~Item~~Table ~~9A.~~of ~~Controls and Procedures~~Contents

~~Disclosure~~Item 9. ~~Controls~~Changes In and ~~Procedures~~Disagreements with Accountants on Accounting and Financial Disclosure

AsNo events ~~required~~occurred byrequiring ~~Rule~~disclosure ~~13a-15~~ under ~~the~~Item ~~Securities Exchange~~304 ~~Act~~ of ~~1934,~~Regulation weS-K ~~have~~during ~~carried out an evaluation of~~ the ~~effectiveness~~fiscal ofyear ~~our~~ending ~~disclosure controls and procedures as of the end of the period covered by this annual report, being~~ November 30, ~~2013~~2014. ~~This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.~~

~~Disclosure controls and procedures are controls~~Item and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms9A. ~~Disclosure~~Controls ~~controls~~ and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.Procedures

~~Based upon that evaluation, including our~~Disclosure ~~Chief~~Controls ~~Executive Officer~~ and ~~Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.~~Procedures

~~Management’s~~As required ~~Report~~by onRule ~~Internal~~13a-15 ~~Control~~under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our ~~over~~disclosure controls and procedures as of the end of the period covered by this annual report, being November 30, 2014. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial ~~Reporting~~Officer.

~~Our~~Disclosure controls ~~management~~and isprocedures ~~responsible~~are ~~for~~controls ~~establishing~~ and ~~maintaining~~other ~~adequate~~procedures ~~internal~~that ~~control~~are ~~over~~designed ~~financial~~to ~~reporting~~ensure ~~(as~~that ~~defined~~information inrequired ~~Rule~~to ~~13a-15(f)~~be ~~under the Securities Exchange~~disclosed ~~Act~~in ~~of 1934). Management has assessed the effectiveness of~~ our ~~internal~~reports ~~control~~filed ~~over~~or ~~financial~~submitted ~~reporting~~under ~~as of November 30, 2013 based on criteria established in Internal Control-Integrated Framework issued by~~ the ~~Committee~~Securities ofExchange ~~Sponsoring~~Act ~~Organizations~~ of ~~the~~ ~~Treadway~~1934 ~~Commission.~~is ~~As a result of this assessment~~recorded, ~~management concluded that~~processed, assummarized ofand ~~November 30~~reported, ~~2013, our internal control~~within ~~over financial reporting was not effective. Our management identified~~ the ~~following~~time ~~material~~periods ~~weaknesses~~specified in ~~our~~the ~~internal~~Securities ~~control over~~and ~~financial~~Exchange ~~reporting,~~Commission’s ~~which~~rules ~~are~~and ~~indicative~~forms. ofDisclosure ~~many~~controls ~~small~~and ~~companies~~procedures include ~~with~~controls ~~small staff: (i) inadequate segregation of duties~~ and ~~effective~~procedures ~~risk~~designed ~~assessment;~~to ~~(ii)~~ensure ~~insufficient~~that ~~written~~information ~~policies~~required ~~and~~to ~~procedures~~be ~~for~~disclosed ~~accounting~~in ~~and~~our ~~financial~~company’s ~~reporting~~reports ~~with respect~~filed tounder the ~~requirements~~Securities ~~and~~Exchange ~~application~~Act of ~~both~~1934 USis ~~GAAP~~accumulated and ~~SEC~~communicated ~~guidelines;~~to ~~and~~management, ~~(iii)~~including ~~insufficient~~our ~~levels~~Chief ofExecutive ~~supervision~~ Officer and ~~review of~~Chief ~~the~~Financial ~~accounting~~Officer, ~~and~~to ~~financial~~allow ~~reporting~~timely ~~process~~decisions regarding required disclosure.

~~We plan to take steps to enhance and improve~~Based ~~the~~upon ~~design~~that ~~of our internal control over financial reporting. During the period covered by this annual report on Form 10-K~~evaluation, ~~we have~~including ~~not~~our ~~been~~Chief ~~able~~Executive toOfficer ~~remediate~~and ~~the~~Chief ~~material~~Financial ~~weaknesses identified above. To remediate such weaknesses~~Officer, we ~~hope~~have toconcluded ~~implement~~that ~~the following changes during~~ our ~~fiscal year ending November 30, 2014: (i) appoint additional qualified personnel to address inadequate~~disclosure ~~segregation~~controls ~~of duties~~ and ~~ineffective risk management; and (ii) adopt sufficient written policies and~~ procedures ~~for~~were ~~accounting and~~ineffective ~~financial~~as ~~reporting.~~of ~~The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover~~ the ~~costs~~end of ~~implementing~~ the ~~changes~~period ~~required.~~covered Ifby wethis ~~are~~annual ~~unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner~~report.

~~This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.~~ Management’s ~~report~~ ~~was~~Report ~~not~~on ~~subject~~Internal toControl ~~attestation~~over byFinancial ~~our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.~~Reporting

12Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of November 30, 2014 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of November 30, 2014, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff:

~~Table~~• We do not have written documentation of ~~Contents~~our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the year ended November 30, 2014. Management evaluated the impact of our failure to have written 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.

~~Remediation~~• We do not have sufficient segregation of ~~Material~~duties ~~Weakness~~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.

We• ~~are~~Effective ~~unable~~controls toover ~~remedy~~the ~~our~~control ~~controls~~environment ~~related to~~were ~~the~~not ~~inadequate~~maintained. ~~segregation~~Specifically, a formally adopted written code of ~~duties~~business conduct and ~~ineffective~~ethics ~~risk~~that governs our employees, officers, and directors was not in place. There is a material weakness in our management ~~until~~not wehaving ~~receive~~GAAP ~~financing~~and toSEC ~~hire~~reporting ~~additional~~expertise. Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures. We ~~are~~This ~~currently~~has resulted in ~~the~~inconsistent ~~process~~practices. ofFurther, ~~hiring~~our anBoard ~~outsourced~~of ~~controller~~Directors todoes ~~improve~~not ~~the~~currently ~~controls~~have ~~for~~any ~~accounting~~independent members and no director qualifies as an audit committee financial ~~reporting~~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

~~Limitations on the Effectiveness of Internal Controls~~11

~~Our~~Table management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.Contents

~~Item~~Remediation of ~~9B.~~Material ~~Other Information~~Weakness

~~None~~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 annual report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

~~PART~~To remediate ~~III~~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.

~~Item~~We intend ~~10.~~to ~~Directors,~~remedy ~~Executive~~our ~~Officers~~material ~~and~~weakness ~~Corporate~~with ~~Governance~~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.

~~The~~This annual ~~following~~report ~~table~~does ~~contains~~not ~~information~~include ~~with~~an attestation report of our registered public accounting firm regarding internal control over ~~respect~~financial reporting. Management’s report was not subject to attestation by our ~~current~~registered ~~executive~~public ~~officers~~accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and ~~directors:~~Consumer Protection Act.

Name	Age	Principal Positions With Us
Llorn Kylo	39	President, Chief Executive Officer and Director

Limitations on the Effectiveness of Internal Controls

~~Llorn Kylo~~Our management, 38including our Chief Executive Officer and our Chief Financial Officer, ~~was~~does ~~the~~not ~~owner~~expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of ~~Kylo~~preventing ~~Homes,~~or ~~which~~detecting ~~developed~~all errors or all fraud. Any control system, ~~owned~~no matter how well designed and ~~managed~~operated, acan ~~portfolio~~provide ofonly ~~residential~~reasonable, ~~properties~~not ~~for~~absolute, ~~sale~~assurance that ~~and~~the ~~rent~~control ~~from~~system’s ~~2009~~objectives towill ~~June~~be ~~2012~~met. The design of a control system must reflect the fact that there are resource ~~From~~constraints, ~~2002~~and the benefits of controls must be considered relative to ~~2009,~~their Mrcosts. ~~Kylo~~Further, ~~was~~because of the ~~owner~~inherent ~~and~~limitations in ~~Chief~~all ~~Executive~~control ~~Officer~~systems, no evaluation of ~~Form~~controls 1can ~~Land~~provide absolute assurance that misstatements, ~~Inc.~~due to error or fraud will not occur or that all control issues and instances of fraud, aif ~~real~~any, ~~estate~~within ~~development~~the company have been detected. These inherent limitations ~~and~~include the ~~President~~realities that judgments in decision-making can be faulty and athat ~~Director~~breakdowns may occur because of ~~Flex~~simple ~~Resources~~error Coor mistake., ~~Ltd~~Controls ~~from~~can ~~January~~also ~~2007~~be tocircumvented ~~September~~by ~~2008.~~the ~~Mr.~~individual ~~Kylo~~acts ~~was~~of ~~chosen~~some topersons, beby acollusion ~~director~~of two or more people, or by management override of ~~the~~controls. ~~Company~~The design of any system of controls is based in part on ~~his~~certain ~~real~~assumptions ~~estate~~about ~~industry~~the likelihood of future events, and ~~construction~~there ~~management~~can ~~experience.~~be ~~Mr.~~no ~~Kylo~~assurance ~~holds~~that aany ~~Bachelor~~design ofwill ~~Commerce~~succeed in achieving its stated goals under all potential future conditions. ~~Degree~~Projections ~~from~~of ~~Royal~~any ~~Roads~~evaluation ~~University~~of controls effectiveness to future periods are subject to risk.

~~Term~~Item 9B. ofOther ~~Office~~Information

~~Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws~~None. ~~Our officers are appointed by our board of directors and hold office until removed by the board.~~

~~Family Relationships~~12

~~There~~Table ~~are~~of ~~no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.~~Contents

~~Involvement in Certain Legal Proceedings~~PART III

~~To the best of our knowledge, during the past~~Item ~~ten~~10. ~~years~~Directors, ~~none~~Executive ofOfficers the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and ~~other~~Corporate minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.Governance

13The following table contains information with respect to our current executive officers and directors:

Table of Contents

Name	Age	Principal Positions With Us
Llorn Kylo	40	President, Chief Executive Officer and Director
Munjit Johal	59	Chief Financial Officer and Treasurer

~~Committees~~Llorn Kylo, 40, was the owner of Kylo Homes, which developed, owned and managed a portfolio of residential properties for sale and rent from 2009 to June 2012. From 2002 to 2009, Mr. Kylo was the ~~Board~~owner and Chief Executive Officer of Form 1 Land, Inc., a real estate development company and the President and a Director of Flex Resources Co., Ltd from January 2007 to September 2008. Mr. Kylo was chosen to be a director of the Company based on his real estate industry and construction management experience. Mr. Kylo holds a Bachelor of Commerce Degree from Royal Roads University.

~~Our~~Munjit Johal, ~~company~~age ~~currently~~59, ~~does~~is ~~not~~a ~~have~~director ~~nominating~~and Chief Financial Officer of SearchCore, ~~compensation~~ orInc. ~~audit~~(formerly ~~committees~~General orCannabis, ~~committees~~Inc.) ~~performing~~since ~~similar~~October 20, ~~functions~~2006. ~~nor~~Additionally, ~~does~~Mr. ~~our~~Johal ~~company~~serves ~~have~~as athe ~~written~~Controller ~~nominating~~of High Tower Capital, ~~compensation~~Inc., where he has served since January 2007. orPrior ~~audit~~to ~~committee~~that, ~~charter~~Mr. ~~Our~~Johal ~~directors~~has ~~believe~~served ~~that~~as ita isfinancial ~~not~~officer ~~necessary~~of various companies including Pacific Heritage Bank as Executive Vice President. From 1981 to ~~have~~1987 ~~such~~Mr. ~~committees~~Johal was a Senior Analytical Manager for Officer of Thrift Supervision, Department of the Treasury (formerly Federal Home Loan Bank Board, the 11th District). Mr. Johal oversaw a staff responsible for, among other things, monitoring banking activities and enforcement actions for lending institutions and holding companies. Mr. Johal’s skill set at ~~this~~researching, reviewing, ~~time~~analyzing, ~~because~~managing ~~the~~and overseeing entities from a financial prospective provides valuable direction and guidance as ~~functions~~it ofrelates ~~such~~to ~~committees~~our ~~can~~reporting beprocedures. ~~adequately~~Mr. ~~performed~~Johal’s byregulatory experience and other prior experience with public companies and banks as a compliance officer, in additional to being a CFO, is beneficial to the ~~board~~company ofwith ~~directors~~respect to internal controls, disclosures and complying with necessary regulatory requirements.

~~Our company does not have any defined policy~~In ortotal, ~~procedural~~Mr. ~~requirements~~Johal ~~for~~has ~~shareholders~~over to30 ~~submit~~years ~~recommendations~~of orbroad ~~nominations~~experience ~~for~~in ~~directors. The board of directors believes that~~banking, ~~given the stage of our development~~accounting, afinance ~~specific~~and ~~nominating~~management ~~policy~~in ~~would~~the beprivate ~~premature~~ and ~~of little assistance until our business~~public ~~operations~~sector. ~~develop to a more advanced level~~Mr. ~~Our~~Johal ~~company~~earned ~~does~~his ~~not~~MBA ~~currently~~from ~~have any specific or minimum criteria for~~ the ~~election of~~University ~~nominees to the board~~ of ~~directors~~San ~~and~~Francisco wein do1980. ~~not~~He ~~have~~received ~~any~~his ~~specific~~BS ~~process~~degree orin ~~procedure~~History ~~for~~from ~~evaluating~~the ~~such nominees. The board~~University of ~~directors will assess all candidates~~California, ~~whether~~Los ~~submitted by management or shareholders~~Angeles, ~~and~~in ~~make recommendations for election or appointment.~~1978

~~A shareholder who wishes to communicate with~~Term ~~our board~~ of ~~directors may do so by directing a written request addressed to our CEO and director, Llorn Kylo, at the address appearing on the first page of this annual report.~~Office

~~Code~~Our directors are appointed for a one-year term to hold office until the next annual general meeting of ~~Ethics~~our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

~~We have not adopted a Code of Ethics that~~Family ~~applies our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.~~Relationships

~~Item~~There are ~~11.~~no ~~Executive~~family ~~Compensation~~relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

~~The table below summarizes all compensation~~Involvement ~~awarded to, earned by, or paid to our officers for all services rendered~~ in ~~all~~Certain ~~capacities~~Legal ~~to us for our fiscal years ended November 30, 2013 and 2012.~~Proceedings

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Llorn Kylo Chief Executive Officer, Principal Executive Officer and Director	2012 2013	0 $106,250	0 0	0 0	0 0	0 0	0 0	0 0	0 $106,250
Odelio Arouca Former Chief Executive Officer, Principal Executive Officer and Director	2012 2013	165,304 n/a	0 n/a	0 n/a	0 n/a	0 n/a	0 n/a	0 n/a	165,304 n/a

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

~~Narrative Disclosure to the Summary Compensation Table~~13

WeTable ~~have~~of not entered into any employment agreement or consulting agreement with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.Contents

~~Our decision to compensate officers depends on the availability~~Committees of ~~our cash resources with respect to~~ the ~~need for cash to further our business purposes.~~Board

14Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.

~~Table~~Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of ~~Contents~~directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

~~Stock~~A shareholder ~~Option~~who ~~Grants~~wishes to communicate with our board of directors may do so by directing a written request addressed to our CEO and director, Llorn Kylo, at the address appearing on the first page of this annual report.

~~We have not granted any stock options to the~~Code ~~executive~~of ~~officers or directors since our inception.~~Ethics

~~Outstanding~~We have ~~Equity~~not ~~Awards~~adopted ata ~~Fiscal~~Code ~~Year-End~~of Ethics that applies our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

~~The table below summarizes all unexercised~~Item ~~options,~~11. ~~stock~~Executive ~~that has not vested, and equity incentive plan awards for each named executive officer as of November 30, 2013.~~Compensation

~~OUTSTANDING~~The table ~~EQUITY~~below ~~AWARDS~~summarizes ATall ~~FISCAL~~compensation ~~YEAR-END~~awarded ~~OPTION~~to, ~~AWARDS~~earned ~~STOCK~~by, AWARDS Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or ~~Units~~paid ofto ~~Stock~~our ~~That~~officers ~~Have~~for ~~Not~~all ~~Vested~~services ~~(#)~~rendered ~~Market~~in ~~Value~~all ofcapacities to ~~Shares~~us orfor ~~Units~~our offiscal ~~Stock~~years ~~That~~ended ~~Have~~November ~~Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares~~30, ~~Units~~2014 orand ~~Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) Llorn Kylo - - - - - - - - -~~2013.

Director Compensation

SUMMARY COMPENSATION TABLE

Name and
principal position

Year

Salary ($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings ($)

All Other

Compensation

($)

Total

($)

Llorn Kylo

Chief Executive Officer, Principal Executive Officer and Director

2014

2013

$75,000

$106,250

$75,000

$106,250

Munjit Johal

Chief Financial Officer and Treasurer

2014

2013

28,000⁽¹⁾

n/a

28,000

n/a

We(1) doMr. ~~not~~Johal ~~pay~~is ~~any~~compensated ~~compensation~~$3,500 toper ~~our~~month. ~~directors~~He athas ~~this~~received ~~time.~~payments ~~However, we~~from ~~reserve~~April ~~the~~1, ~~right~~2014 tothrough ~~compensate~~September ~~our~~30, ~~directors~~2014 infor ~~the~~a ~~future~~total ~~with~~of ~~cash~~$21,000. ~~stock,~~The ~~options~~remaining $7,000 oris ~~some~~unpaid ~~combination~~and ~~of the above~~accrued.

~~Item~~Narrative Disclosure ~~12.~~to ~~Security~~the ~~Ownership~~Summary ofCompensation ~~Certain Beneficial Owners and Management and Related Stockholder Matters~~Table

~~The~~We ~~following~~have not ~~table~~entered ~~sets~~into ~~forth,~~any asemployment ofagreement ~~February 27,~~or ~~2014,~~consulting ~~certain~~agreement ~~information~~with ~~as to shares of~~ our ~~voting~~executive ~~stock~~officers. ~~owned~~There byare ~~(i)~~no ~~each~~arrangements ~~person~~or ~~known by us to beneficially own more than~~plans 5%in ofwhich ~~our~~we ~~outstanding~~provide ~~voting stock~~pension, ~~(ii)~~retirement ~~each~~or ofsimilar ~~our~~benefits ~~directors,~~for ~~and (iii) all of our~~ executive officers ~~and directors as a group~~.

~~Unless~~Our ~~otherwise indicated below,~~ decision to ~~our~~compensate ~~knowledge, all~~officers ~~persons~~depends ~~listed~~on ~~below~~the ~~have~~availability ~~sole~~of ~~voting~~our ~~and~~cash ~~investment~~resources ~~power~~ with respect to ~~their~~the ~~shares~~need offor ~~voting~~cash ~~stock, except~~ to ~~the~~further ~~extent authority~~our ~~is shared by spouses under applicable law. Unless otherwise indicated below, each entity or person listed below maintains~~business ~~an address of 2375 East Camelback Road, Suite 600 Phoenix, AZ 850164~~purposes.

~~The number of shares beneficially owned by~~Stock ~~each~~Option stockholder is determined under rules promulgated by the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or other right. The inclusion in the following table of those shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner.Grants

Name and Address of Beneficial Owners of Common Stock	Title of Class	Amount and Nature of Beneficial Ownership (1)	% of Common Stock (2)
Llorn Kylo	Common Stock	2,000,000 Shares	.35%
DIRECTORS AND OFFICERS – TOTAL (One Officer and Director)		2,000,000 Shares	.35%
5% SHAREHOLDERS
Bay Capital A.G. Oberneuhofstrasse 5 Baar, 6340 Switzerland	Common Stock	525,000,000 Shares	94.22%

We have not granted any stock options to the executive officers or directors since our inception.

(1) Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of voting stock listed as owned by that person or entity.14

~~(2) The percent~~Table of class is based on 557,200,000 voting shares as of February 27, 2014, comprised of 157,200,000 shares of the Company’s common stock issued and outstanding as of February 27, 2014, and 2,000,000 shares of the Company’s Series A Convertible Preferred Stock issued and outstanding as of February 27, 2014, which has the power to vote 400,000,000 shares.Contents

15Outstanding Equity Awards at Fiscal Year-End

~~Table~~The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of ~~Contents~~November 30, 2014.

~~Item~~OUTSTANDING ~~13.~~EQUITY ~~Certain~~AWARDS ~~Relationships~~AT ~~and~~FISCAL ~~Related~~YEAR-END ~~Transactions~~OPTION AWARDS STOCK AWARDS Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, ~~and~~Units ~~Director~~or ~~Independence~~Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) Llorn Kylo - - - - - - - - - Munjit Johal - - - - - - - - -

~~Other than the transactions described below~~Director ~~and under the heading “Executive~~ Compensation” (or with respect to which such information is omitted in accordance with SEC regulations), since December 1, 2012 there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed $120,000, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

~~During~~We ~~the~~do ~~year~~not pay ~~November~~any ~~30,~~compensation ~~2013,~~to weour ~~incurred management~~directors ~~fees~~at ofthis ~~$106~~time. However,~~250~~ we reserve the right to ~~Llorn~~compensate ~~Kylo~~our directors in the future with cash, ~~our~~stock, ~~officer~~options, ~~and~~or ~~director~~some combination of the above.

~~During the year ended November 30, 2013, Mr.~~Item ~~Kylo~~12. ~~made~~Security ~~payments~~Ownership of ~~$11,777~~Certain onBeneficial ~~our~~Owners ~~behalf,~~and ~~which~~Management ~~is outstanding~~ and ~~recorded~~Related asStockholder ~~accounts payable to related party at November 30, 2013.~~Matters

~~During the year ended November 30, 2012, we~~The ~~issued~~following ~~three~~table ~~promissory~~sets ~~notes for total proceeds of $400~~forth,~~000~~ atas ~~an interest rate~~ of ~~16%~~March ~~per annum. On February 4~~13, ~~2013~~2015, wecertain ~~sold a~~information ~~promissory~~as ~~note~~to ~~for~~shares ~~gross proceeds~~ of ~~$100,000~~our atvoting anstock ~~interest~~owned ~~rate~~by of(i) ~~16%~~each ~~per annum. All four promissory notes were unsecured~~person ~~and~~known ~~payable~~by onus ~~demand.~~to ~~The~~beneficially ~~promissory~~own ~~notes~~more ~~payable~~than ~~were~~5% ~~repaid~~of inour ~~full~~outstanding onvoting ~~June 27~~stock, ~~2013~~(ii) toeach ~~Bay~~of ~~Capital~~our ~~A.G.~~directors, ~~our~~and ~~majority~~(iii) ~~shareholder. Accrued~~all ~~interest outstanding~~ of ~~$86,222~~our executive ~~was~~officers ~~converted~~and ~~into~~directors ~~125,000,000~~as ~~post-split~~a ~~shares of common stock~~group.

AsUnless otherwise ofindicated ~~November 30~~below, ~~2013~~each ~~and~~entity ~~2012,~~or weperson ~~had~~listed ~~a payable~~below maintains an address of ~~$482,243~~2375 ~~owed~~East toCamelback ~~Bay~~Road, ~~Capital~~Suite A600 Phoenix, AZ 850164.G.

On February 12, 2014, we issued a total of two million (2,000,000) shares of our newly designated Series A Preferred Stock to Bay Capital A.G. for total proceeds of $20,000. The Series A Preferred Stock entitles the holder to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of two hundred (200) votes for each share held.

	Common Stock				Series A Preferred Stock
Name and Address of Beneficial Owner	Number of Shares Owned (1)		Percent of Class (2)(3)		Number of Shares Owned (1)		Percent of Class (2)(3)
Llorn Kylo		2,000		1.2%		-		-%
Munjit Johal		-		-%		-		-%
All Directors and Executive Officers as a Group (1 person)		2,000		1.2%		-		-%
5% Holders
Bay Capital A.G.(4) Oberneuhofstrasse 5 Baar, 6340 Switzerland		1,250,000		79.5%		2,000,000		100%

~~During~~(1) ~~2013,~~Unless ~~Cannabis-Rx~~otherwise ~~Inc.~~indicated, aneach person or entity ~~with common~~named ~~ownership,~~in ~~advanced~~the antable ~~aggregate~~has ofsole ~~$50,496~~voting power and investment power (or shares that power with that person’s spouse) with respect to usall ~~which~~shares ~~was~~of ~~outstanding~~voting stock listed as ofowned ~~November~~by ~~30,~~that ~~2013~~person or entity.

~~Item~~(2) ~~14.~~Pursuant ~~Principal~~to ~~Accounting~~Rules ~~Fees~~13d-3 and ~~Services~~13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants.

~~Below~~(3) isThe ~~the~~percent ~~table~~ of ~~Audit~~class ~~Fees~~is ~~billed~~based byon ~~our~~1,572,002 ~~auditors~~shares inof ~~connection with~~common ~~the~~stock ~~audits~~outstanding and 2,000,000 shares of ~~the~~Series ~~Company’s~~A ~~annual~~Preferred ~~financial~~Stock ~~statements~~outstanding ~~for~~as ~~the~~of ~~years~~March ~~ended:~~13, 2015.

Financial Statements for the Year Ended November 30		Audit Services		Audit Related Fees		Tax Fees		Other Fees
	2013	$	14,000	$	0	$	0	$	0
	2012	$	10,800	$	0	$	0	$	0

(4)

Bay Capital A.G. is a limited corporation of which Hans Wild is the managing director.

1615

Table of Contents

~~PART~~Item 13. IVCertain Relationships and Related Transactions, and Director Independence

~~Item~~Other than ~~15.~~the ~~Exhibits~~transactions described below and under the heading “Executive Compensation” (or with respect to which such information is omitted in accordance with SEC regulations), ~~Financial~~since ~~Statements~~December ~~Schedules~~1, 2012 there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed $120,000, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

~~(a)~~During ~~Financial~~the ~~Statements~~years ended November 30, 2014, we incurred management fees and ~~Schedules~~expenses of $116,656 to Llorn Kylo, our CEO and Director, and Munjit Johal, our CFO. For the year ended November 30, 2013, management fees and expenses totaled $106,250, respectively, to Llorn Kylo, our officer and director.

~~The~~During the ~~following~~year ~~financial~~ended ~~statements~~November ~~and~~30, ~~schedules~~2013, we issued three promissory notes for total proceeds of $400,000 at an interest rate of 16% per ~~listed~~annum. ~~below~~On ~~are~~February ~~included~~4, 2013, we sold a promissory note for gross proceeds of $100,000 at an interest rate of 16% per annum. All four promissory notes were unsecured and payable on demand. The promissory notes payable were repaid in ~~this~~full ~~Form~~on 10June 27, 2013 to Bay Capital A.G., our majority shareholder. Accrued interest outstanding of $86,222 was converted into 1,250,000 post-Ksplit shares of common stock.

~~Financial~~As of ~~Statements~~November ~~(See~~30, ~~Item~~2014, 8)we had a payable of $482,243 owed to Bay Capital A.G.

On February 12, 2014, we agreed to issue a total of two million (b2,000,000) ~~Exhibits~~shares of our newly designated Series A Preferred Stock to Bay Capital A.G. for total proceeds of $20,000. The proceeds have not been received and the shares have not been issued. The Series A Preferred Stock entitles the holder to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of two hundred (200) votes for each share held.

Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation(1)
3.2	Certificate of Change(2)
3.3	Amendment to Articles of Incorporation(3)
3.4	Certificate of Amendment(3)
3.5	Certificate of Designation(3)
3.6	Amended and Restated Bylaws (1)
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), 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

During 2013, Cannabis-Rx Inc., an entity with common ownership and management, advanced an aggregate of $50,496 to us which was outstanding as of November 30, 2013. In addition, in 2014, Cannabis advanced an additional $98,976 to us. As at November 30, 2014, the total advances from Cannabis was $149,472.

~~Incorporated by reference to the Form 8-K filed on January 17, 2013.~~16

~~Incorporated~~Table byof ~~reference to the Form 8-K filed on December 4, 2013.~~Contents

~~Incorporated~~Item 14. byPrincipal ~~reference~~Accounting toFees ~~the~~and ~~Form 8-K filed on February 12, 2014.~~Services

17Below is the table of Audit Fees billed by our auditors in connection with the audits of the Company’s annual financial statements for the years ended:

Table of Contents

Financial Statements for the Year Ended November 30	Audit Services	Audit Related Fees		Tax Fees		Other Fees
2013	$18,000	$	0	$	0	$	0
2014	$35,000	$	0	$	0	$	0

~~SIGNATURES~~PART IV

~~Pursuant to the requirements of Section 13~~Item or 15~~(d)~~. ~~of the Exchange Act of 1934~~Exhibits, ~~the~~Financial ~~registrant~~Statements ~~has~~Schedules ~~duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~

~~Berkshire~~(a) ~~Homes,~~Financial ~~Inc.~~Statements and Schedules

~~By: /s/~~The following ~~Llorn~~financial ~~Kylo~~statements and schedules listed below are included in this Form 10-K.

~~Llorn~~Financial Statements ~~Kylo~~(See Item 8)

~~President,~~(b) ~~Chief Executive Officer, Principal Executive Officer,~~Exhibits

Chief Financial Officer, Principal Financial Officer,

Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation⁽¹⁾
3.2	Certificate of Change⁽²⁾
3.3	Amendment to Articles of Incorporation⁽³⁾
3.4	Certificate of Amendment⁽³⁾
3.5	Certificate of Designation⁽³⁾
3.6	Amended and Restated Bylaws ⁽¹⁾
3.7	Certificate of Change⁽⁴⁾
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), 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 Annual Report on Form 10-K for the year ended June 30, 2012 formatted in Extensible Business Reporting Language (XBRL).

~~Principal~~Incorporated by ~~Accounting~~reference ~~Officer,~~to ~~and~~the ~~Director~~Form 8-K filed on January 17, 2013.
~~February~~Incorporated by 28reference to the Form 8-K filed on December 4, ~~2014~~2013.
~~Pursuant to the requirements of the Securities~~Incorporated ~~Exchange Act of 1934, this report has been signed below~~ by ~~the~~reference ~~following~~to ~~persons on behalf of~~ the ~~registrant~~Form ~~and~~8-K infiled ~~the capacities and~~ on ~~the~~February ~~dates~~12, ~~indicated~~2014.
~~By: /s/~~Incorporated by ~~Llorn~~reference ~~Kylo~~to the Form 8-K filed on November 5, 2014.

~~Llorn Kylo~~17

~~President,~~Table ~~Chief~~of ~~Executive Officer, Principal Executive Officer,~~Contents

~~Chief Financial Officer, Principal Financial Officer,~~SIGNATURES

~~Principal~~Pursuant to ~~Accounting~~the ~~Officer~~requirements of Section 13 or 15(d) of the Exchange Act of 1934, ~~and~~the ~~Director~~registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~February 28~~Berkshire Homes, ~~2014~~Inc.

18By: /s/ Llorn Kylo

~~Table of Contents~~Llorn Kylo

President, Chief Executive Officer, Principal Executive Officer and Director

March 17, 2015

By: /s/ Munjit Johal

Munjit Johal

Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

March 17, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Llorn Kylo

Llorn Kylo

President, Chief Executive Officer, Principal Executive Officer and Director

March 17, 2015

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