UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934

Date of Report (date of earliest event reported): February 8, 2012

BERRY ONLY INC.
(Exact name of registrant as specified in charter) 

           Nevada                     333-168897                 99-0360497
(State or other jurisdiction         (Commission               (IRS Employer
     of incorporation)               File Number)            Identification No.)

36 Mclean Street, Red Bank, NJ 07701
(Address of principal executive offices)

732-865-4252
(Issuer's Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

BERRY ONLY INC.

Current Report on Form 8-K

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On February 6, 2012, the Board of Directors and the majority stockholder of Berry Only Inc., a Nevada corporation (the "Company") adopted resolutions approving an amendment (the "Amendment") of the Company's Articles of Incorporation to increase the number of authorized shares. Prior to the Amendment, the authorized shares of the Company consisted of 75,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of preferred stock, $0.001 par value.

The Amendment was filed with the Secretary of State of the State of Nevada on February 8, 2012 and increased the number of shares of common stock which the Company is authorized to issue from 75,000,000 shares to 200,000,000 shares, $0.001 par value.

The Amendment made no change to the number of share of preferred stock which the Company is authorized to issue.

The Certificate of Amendment to the Articles of Incorporation of the Company is attached as Exhibit 3.1 to this Current Report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits required by Item 601 of Regulation S-K: 

Exhibit
Number                         Description of Exhibit
------                         ----------------------

  3.1         Certificate of Amendment to Articles of Incorporation

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BERRY ONLY INC. 

January 7, 2013                             By /s/ Lisa Guise
                                              ----------------------------------
                                            Name:  Lisa Guise
                                            Title: President

3

Exhibit 3.1

ROSS MILLER Document Number Secretary of State 20120092162-55 206 North Carson Street, Suite 1 Filing Date and Time Carson City, Nevada 89701-4520 02/08/2012 1:00 AM
(775) 684-5708 Entity Number Website: www.nvsos.gov E0341392009-0

Filed in the office of 

Certificate of Amendment                                  /s/ Ross Miller
(PURSUANT TO NRS 78.385 AND 78.390)                       ROSS MILLER
                                                          Secretary of State
                                                          State of Nevada

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations


(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of Corporation:

BERRY ONLY INC.

2. The articles have been amended as follows (provide article numbers, if available):

ARTICLE 2 (AUTHORIZED STOCK - NUMBER OF SHARES CORPORATION IS AUTHORIZED TO ISSUE) IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:

NUMBER OF SHARES WITH PAR VALUE:

200,000,000 COMMON - $0.001 PAR VALUE
5,000,000 PREFERRED - $0.001 PAR VALUE

NUMBER OF SHARES WITHOUT PAR VALUE: NONE

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 76%

4. Effective date of filing (optional): Date: Time:


(must be no later than 90 days after the certificate is filed)

5. Signature (Required) 

/s/ Lisa Guise
------------------------------
Signature of Officer

* If any proposed amendment would alter or change any preferences or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.