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

                                    FORM 10-Q

[X] Quarterly Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange
    Act Of 1934

                  For the quarterly period ended March 31, 2012

[ ] Transition Report Under Section 13 Or 15(D) Of The Securities Exchange
    Act Of 1934

             For the transition period from __________ to __________

                        Commission File Number 333-168897


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

            NEVADA                                               99-0360497
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

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

                                  732-865-4252
                (Issuer's telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-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 [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 3,944,000 shares of common stock as
of May 21, 2012.
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The following consolidated interim unaudited financial statements of Berry Only
Inc. (the "Company") for the three month period ended March 31, 2012 are
included with this Quarterly Report on Form 10-Q:

(a)  Consolidated Balance Sheets as at March 31, 2012 and June 30, 2011.

(b)  Consolidated Statement of Operations and Comprehensive Loss for (i) the
     three months ended March 31, 2012 and 2011, and (ii) the cumulative period
     from inception (June 24, 2009) to March 31, 2012.

(c)  Consolidated Statements of Cash Flows for (i) the three months ended March
     31, 2012 and 2011, and (ii) the cumulative period from inception (June 24,
     2009) to March 31, 2012.

(d)  Notes to Financial Statements.

                                       2
<PAGE>
                                 BERRY ONLY INC.
                          (A Development Stage Company)
                                  Balance Sheet
               As at March 31, 2012 (unaudited) and June 30, 2011
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    March 31,          June 30,
                                                                      2012               2011
                                                                    --------           --------
                                                                  (Unaudited)
<S>                                                                <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash and Cash Equivalents                                        $  2,776           $  5,695
  Account Receivable                                                     --              5,000
                                                                   --------           --------

      TOTAL ASSETS                                                 $  2,776           $ 10,695
                                                                   ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                                                 $  2,500           $     --
  Due to Officer                                                      7,484                 --
                                                                   --------           --------
                                                                      9,984                 --

STOCKHOLDERS' EQUITY
  Preferred Stock, $0.001 par value, 5,000,000 shares
   authorized; none outstanding as at September 30 and
   June 30, 2010
  Common Stock, $0.001 par value, 75,000,000 shares
   authorized, 5,950,000 issued and outstanding as at
   March 31, 2012 5,950,000 issued and outstanding as
   at June 30, 2011                                                   5,950              5,950
  Additional paid-in capital                                         43,550             43,550
  Accumulated other income (loss)                                       (87)               (87)
  Deficit                                                           (56,621)           (38,718)
                                                                   --------           --------
      TOTAL STOCKHOLDERS' EQUITY                                     (7,208)            10,695
                                                                   --------           --------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $  2,776           $ 10,695
                                                                   ========           ========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       3
<PAGE>
                                 BERRY ONLY INC.
                          (A Development Stage Company)
                 Statement of Operations and Comprehensive Loss
                                   (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                          For the period
                                                 For the 3 months ended        For the 9 months ended      June 24, 2009
                                                       March 31,                      March 31,           (inception) to
                                               --------------------------     -------------------------      March 31,
                                                  2012            2011           2012           2011           2012
                                               ----------      ----------     ----------     ----------     ----------
<S>                                            <C>             <C>            <C>            <C>            <C>
REVENUES                                       $       --      $       --     $       --     $       --     $       --
                                               ----------      ----------     ----------     ----------     ----------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
  Professional Fees                                   905             550          5,955         10,452         21,089
  Consulting Fee                                      785              --          5,623             --          5,623
  Other Selling General & Administrative            1,439           3,277          6,325         15,853         29,909
                                               ----------      ----------     ----------     ----------     ----------
TOTAL EXPENSES                                      3,129           3,827         17,903         26,305         56,621
                                               ----------      ----------     ----------     ----------     ----------

Operating Loss                                     (3,129)         (3,827)       (17,903)       (26,305)       (56,621)
                                               ----------      ----------     ----------     ----------     ----------
NET INCOME (LOSS)                                  (3,129)         (3,827)       (17,903)       (26,305)       (56,621)
Currency translation adjustment                        --             (63)            --            (78)           (87)
                                               ----------      ----------     ----------     ----------     ----------

COMPREHENSIVE LOSS                             $   (3,129)     $   (3,890)    $  (17,903)    $  (26,383)    $  (56,708)
                                               ==========      ==========     ==========     ==========     ==========
NET INCOME (LOSS) PER SHARE,
 BASIC AND DILUTED                             $    (0.00)     $    (0.00)    $    (0.00)    $    (0.00)
                                               ==========      ==========     ==========     ==========
WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING, BASIC AND DILUTED                 5,950,000       5,950,000      5,950,000      5,950,000
                                               ==========      ==========     ==========     ==========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>
                                 BERRY ONLY INC.
                          (A Development Stage Company)
                             Statement of Cash Flows
                                   (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                 For the period
                                                                For the 9 months ended            June 24, 2009
                                                                        March 31,                (inception) to
                                                              ---------------------------           March 31,
                                                                2012               2011               2012
                                                              --------           --------           --------
<S>                                                            <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss)                                           $(17,903)          $(26,305)          $(56,621)
  Adjustments to reconcile net loss to
   net cash used by operating activities:                                              --                 --
  Changes in operating assets and liabilities
    Accounts Receivable                                          5,000                                    --
    Accounts payable                                             2,500               (652)             2,500
                                                              --------           --------           --------
           NET CASH USED IN OPERATING ACTIVITIES               (10,403)           (26,957)           (54,121)
                                                              --------           --------           --------
CASH FLOWS FROM INVESTING ACTIVITIES
  Subscriptions Received                                            --                 --                 --
                                                              --------           --------           --------
           NET CASH PROVIDED BY INVESTING ACTIVITIES                --                 --                 --
                                                              --------           --------           --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Due to officer                                                 7,484                 --              7,484
  Sale of stock for cash                                            --                 --             49,500
                                                              --------           --------           --------
           NET CASH PROVIDED BY FINANCING ACTIVITIES             7,484                 --             56,984
                                                              --------           --------           --------

EFFECTS OF EXCHANGE RATES ON CASH                                   --                (78)               (87)
                                                              --------           --------           --------
NET INCREASE IN CASH                                            (2,919)           (27,035)             2,776
Cash at beginning of period                                      5,695             44,561                 --
                                                              --------           --------           --------

CASH AT END OF PERIOD                                         $  2,776           $ 17,526           $  2,776
                                                              ========           ========           ========
SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                               $     --           $     --           $     --
                                                              ========           ========           ========
  Income Taxes paid                                           $     --           $     --           $     --
                                                              ========           ========           ========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       5
<PAGE>
                                 BERRY ONLY INC.
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                 MARCH 31, 2012
                            (Expressed in US Dollars)
--------------------------------------------------------------------------------

NOTE 1 BASIS OF PRESENTATION AND ORGANIZATION

These interim financial statements as of and for the nine months ended March 31,
2012 reflect all adjustments which, in the opinion of management,  are necessary
to  fairly  state  the  Company's  financial  position  and the  results  of its
operations  for  the  periods   presented  in  accordance  with  the  accounting
principles  generally accepted in the United States of America.  All adjustments
are of a normal recurring nature.

These  interim  financial  statements  should  be read in  conjunction  with the
Company's  financial  statements  and notes  thereto  included in the  Company's
fiscal year end June 30, 2010 report.  The Company assumes that the users of the
interim financial  information  herein have read, or have access to, the audited
financial  statements  for the  preceding  period,  and  that  the  adequacy  of
additional  disclosure  needed for a fair presentation may be determined in that
context.  The results of  operations  for the nine month  period ended March 31,
2012 are not  necessarily  indicative of results for the entire year ending June
30, 2012.

Berry Only Inc. ("the Company") was  incorporated in the State of Nevada on June
24,  2009.  The  Company  was  incorporated  for the  purpose of  marketing  and
distributing  a sanitizing  product for mobile phones and other mobile  devices.
The Company was first capitalized in August, 2009.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

The Company considers all liquid  investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.

PROPERTY & EQUIPMENT

Capital assets are stated at cost.  Depreciation  of equipment is provided using
the  straight-line  method  over  the  estimated  useful  lives  of the  assets.
Expenditures for maintenance and repairs are charged to expense as incurred. The
Company did not have any property & equipment at March 31, 2012.

LONG-LIVED ASSETS

The Company accounts for long-lived assets under the FASB (Financial  Accounting
Standards Board) ASC (Accounting Standard  Codification) 340-10 OTHER ASSETS AND
DEFERRED COSTS, (SFAS 142 and 144: "ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE
ASSETS" and "ACCOUNTING  FOR IMPAIRMENT OR DISPOSAL OF LONG-LIVED  ASSETS") . In
accordance with ASC 340-10, long-lived assets, goodwill and certain identifiable
intangible  assets  held and used by the  Company are  reviewed  for  impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset will not be recoverable.  For purposes of evaluating the recoverability
of long-lived assets, goodwill and intangible assets, the recoverability test is

                                       6
<PAGE>
performed using  undiscounted  net cash flows related to the long-lived  assets.
Impairment of experimental water clarification  equipment is calculated based on
its estimated useful life.

USE OF ESTIMATES

The preparation of financial  statements 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 of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

INCOME TAXES

The  Company   utilizes  FASB  ACS  740,  "INCOME  TAXES,"  which  requires  the
recognition of deferred tax assets and  liabilities  for the expected future tax
consequences  of events that have been included in the  financial  statements or
tax  returns.  Under  this  method,  deferred  tax assets  and  liabilities  are
determined  based  on the  difference  between  the  tax  basis  of  assets  and
liabilities and their financial  reporting amounts based on enacted tax laws and
statutory  tax rates  applicable  to the  periods in which the  differences  are
expected  to affect  taxable  income.  Deferred  tax  assets  are  reduced  by a
valuation  allowance when, in the opinion of management,  it is more likely than
not that some  portion or all of the  deferred  tax assets will not be realized.
Deferred tax assets and  liabilities  are adjusted for the effects of changes in
tax laws and rates on the date of  enactment.  The Company  generated a deferred
tax credit  through  net  operating  loss  carry-forward.  However,  a valuation
allowance of 100% has been established.

FOREIGN CURRENCY TRANSLATION

In accordance with FASB ASC 830-20 FOREIGN CURRENCY  TRANSACTIONS,  (SFAS No. 52
"FOREIGN CURRENCY TRANSLATION"),  the Company has determined that its functional
currency is the United States Dollar.  Exchange  differences since inception are
accumulated as a component of accumulated other comprehensive gain (loss).

COMPREHENSIVE INCOME (LOSS)

Comprehensive  income  or  loss  encompasses  net  income  or  loss  and  "other
comprehensive  income or loss", which includes all other non-owner  transactions
and events that change  shareholders'  equity/deficiency.  The  Company's  other
comprehensive   gain  reflects  the  effect  of  foreign  currency   translation
adjustments on the  translation of the financial  statements from the functional
currency of Canadian dollars into the reporting currency of U.S. dollars.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The  Financial  Accounting  Standards  Board  issued ASC  (Accounting  Standards
Codification)  820-10 (SFAS No. 157), "FAIR VALUE  MEASUREMENTS AND DISCLOSURES"
for  financial  assets and  liabilities.  ASC 820-10  provides a  framework  for
measuring  fair value and requires  expanded  disclosures  regarding  fair value
measurements.  FASB ASC  820-10  defines  fair  value as the price that would be
received  for an asset or the  exit  price  that  would  be paid to  transfer  a
liability in the principal or most advantageous market in an orderly transaction
between  market  participants  on the  measurement  date.  FASB ASC 820-10  also
establishes a fair value  hierarchy which requires an entity to maximize the use
of observable inputs, where available. The following summarizes the three levels
of inputs required by the standard that the Company uses to measure fair value:

                                       7
<PAGE>
     *    Level 1: Quoted prices in active markets for identical assets or
          liabilities

     *    Level 2: Observable inputs other than Level 1 prices, such as quoted
          prices for similar assets or liabilities; quoted prices in markets
          that are not active, or other inputs that are observable or can be
          corroborated by observable market data for substantially the full term
          of the related assets or liabilities.

     *    Level 3: Unobservable inputs that are supported by little or no market
          activity and that are significant to the fair value of the assets or
          liabilities.

The carrying amounts of the Company's financial instruments as of March 31, 2012
were valued according to the following inputs:

                                       Observable Inputs
                                          Other Than      Unobservable
                          Observable        Level 1         Inputs,
                            Inputs          Prices        significant     Total
                           --------        --------       -----------   --------
                            Level 1         Level 2         Level 3

Cash and Cash Equivalents     2,776                                        2,776

Shareholders' Loan                            7,484                        7,484
                           --------        --------                     --------

                              2,776           7,484                       10,260
                           ========        ========                     ========

BASIC AND DILUTED EARNINGS PER SHARE

Net loss per share is calculated in accordance  with FASB ASC 260,  EARNINGS PER
SHARE, for the period presented. ASC 260 requires presentation of basic earnings
per share and diluted earnings per share.  Basic income (loss) per share ("Basic
EPS") is computed by dividing net loss available to common  stockholders  by the
weighted average number of common shares outstanding during the period.  Diluted
earnings per share ("Diluted EPS") is similarly calculated. Dilution is computed
by applying the treasury stock method.  Under this method,  options and warrants
are assumed to be  exercised  at the  beginning of the period (or at the time of
issuance,  if later),  and as if funds  obtained  thereby  were used to purchase
common  stock at the average  market  price  during the period.  As at March 31,
2012,  there  were  no  potentially  dilutive  securities  The  following  is  a
reconciliation  of the  numerators  and  denominators  of the basic and  diluted
earnings  per share  computations  for the nine months  ended March 31, 2012 and
2011:

                                       8
<PAGE>
                                                   2012                 2011
                                                ----------           ----------
Basic and diluted net loss per share:
  Numerator:
    Comprehensive Loss                          $  (17,903)          $  (26,383)
  Denominator:
    Basic and diluted weighted average
     number of shares outstanding                5,950,000            5,950,000
Basic and Diluted Net Loss Per Share:           $    (0.00)          $    (0.00)

REVENUE RECOGNITION

The Company's  revenue  recognition  policies are in compliance  with ASC 605-13
(Staff  accounting  bulletin (SAB) 104). Sales revenue is recognized at the date
of shipment to customers when a formal arrangement exists, the price is fixed or
determinable, the delivery is completed, no other significant obligations of the
Company exist and collectability is reasonably  assured.  There were no sales in
the nine months ended March 31, 2012.

DEVELOPMENT-STAGE COMPANY

The  Company  is  considered  a  development-stage  company,  with no  operating
revenues during the periods  presented.  Such companies report their operations,
shareholders  deficit  and cash  flows  since  inception  through  the date that
revenues  are  generated  from  management's  intended  operations,  among other
things.  Management has defined inception as June 24, 2009. Since inception, the
Company has incurred an operating loss of $56,708. The Company's working capital
has been  generated  through the sales of common stock.  Management has provided
financial  data  since  January  June 24,  2009,  "Inception"  in the  financial
statements, as a means to provide readers of the Company's financial information
to make informed investment decisions.

NOTE 3 DEALERSHIP CONTRACT

On July 8,  2010 the  Company  signed an  exclusive  dealership  agreement  with
Wireless Wipes, a New York corporation that  manufactures a sanitizing wipe used
to clean cell phones and other mobile devices.  The agreement grants the Company
the  exclusive  right to  purchase,  inventory,  promote  and resell the product
within Canada under certain minimum order rules.

                                       9
<PAGE>
NOTE 4 UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However, the Company has not generated any revenue and has incurred a
loss of $56,708 since inception June 24, 2009.

Management  has taken the following  steps to revise its operating and financial
requirements,  which it believes are  sufficient to provide the Company with the
ability to continue as a going concern. The Company pursued funding through sale
of stock. It has pursued a dealership  agreement for its intended  product,  the
marketing  and  sales of  which  is  anticipated  to be  profitable.  Management
believes  that the above  actions will allow the Company to continue  operations
through the next fiscal year.  However  management cannot provide any assurances
that the Company will be successful in its retail operation.

Recoverability  of a major  portion of the recorded  asset  amounts shown in the
accompanying  balance  sheets is  dependent  upon  continued  operations  of the
Company,  which  in turn is  dependent  upon  the  Company's  ability  to  raise
additional capital, obtain financing and to succeed in its future operations. If
the  Company is unable to make it  profitable,  the  Company  could be forced to
discontinue operations.

The  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 be  necessary  should the Company be
unable to continue as a going concern.

NOTE 5 INCOME TAXES

No provision was made for federal income tax for the nine months ended March 31,
2010, since the Company had an operating loss.

Net operating  loss carry  forwards may be used to reduce taxable income through
the year 2030.  The  availability  of the  Company's  net  operating  loss carry
forwards are subject to limitation if there is a 50% or more positive  change in
the ownership of the Company's stock.

The net  operating  loss carry forward for federal and state income tax purposes
is approximately  $56,708 generating a Federal deferred tax credit of $13,610 as
of March 31, 2012. A 100% allowance of $13,610 has been established.

NOTE 6 CAPITAL

There was no stock issued in the nine months ended March 31, 2012.

As of March 31, 2012 the Company had authorized  5,000,000  preferred  shares of
par value $0.001, of which none was issued and outstanding.

As of March 31,  2012 the  Company had  authorized  75,000,000  shares of common
stock  of  par  value  $0.001,   of  which  5,950,000  shares  were  issued  and
outstanding.

NOTE 7 SUBSEQUENT EVENTS

Events  subsequent to March 31, 2012 have been  evaluated  through May 17, 2012,
the date these statements were available to be issued, to determine whether they
should be disclosed. Management found no subsequent events to be disclosed.

                                       10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL
CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE
NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of our report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results and predictions. We are a development stage company and
have not yet generated or realized any revenues.

OVERVIEW

We were incorporated as Berry Only Inc. under the laws of Nevada on June 24,
2009. On July 8, 2010 the Company signed an exclusive dealership agreement with
Wireless Wipes, a New York corporation that manufactures a sanitizing wipe used
to clean cell phones and other mobile devices. The agreement granted the Company
the exclusive right to purchase, inventory, promote and resell the product
within Canada under certain minimum order rules. The agreement required an
annual distribution of 10,000 pouches of product. The Company was unable to
generate the required annual sales and the agreement lapsed. The Company is
seeking new business opportunities.

On November 30, 2011, David Guest voluntarily tendered his resignation as
President, Chief Executive Officer, Chief Financial Officer, Secretary and
Director of the Company. By resolution of the Board of Directors, dated November
30, 2011, pursuant to the bylaws of the Company, Lisa Guise was appointed
President, Chief Executive Officer, Chief Financial Officer, Secretary, and a
Director of the Company, effective on November 30, 2011.

Ms. Guise graduated Syracuse University. Ms. Guise received her Bachelor's of
science degree in speech communications in 1991. Over the past few years Ms.
Guise has been an independent business consultant. Her experience includes
working with management of privately-held companies to maximize productivity as
well as general corporate matters. Ms. Guise has experience in various
industries including fitness and transportation.

                                       11
<PAGE>
We are currently seeking business opportunities with established business
entities for the merger of a target business with our company. In certain
instances, a target business may wish to become a subsidiary of us or may wish
to contribute assets to us rather than merge. We are currently in negotiations
with several parties to enter into a business opportunity but we have not
entered into any definitive agreements to date and there can be no assurance
that we will be able to enter into any definitive agreements. We anticipate that
any new acquisition or business opportunities by our company will require
additional financing. There can be no assurance, however, that we will be able
to acquire the financing necessary to enable us to pursue our plan of operation.
If our company requires additional financing and we are unable to acquire such
funds, our business may fail.

We have no revenues, have achieved losses since inception, have been issued a
going concern opinion by our auditors and rely upon the sale of our securities
to fund operations. Accordingly, we will be dependent on future additional
financing in order to maintain our operations and continue seeking new business
opportunities.

OUR CURRENT BUSINESS

We are currently seeking business opportunities with established business
entities for the merger of a target business with our company. In certain
instances, a target business may wish to become a subsidiary of us or may wish
to contribute assets to us rather than merge. We are currently in negotiations
with several parties to enter into a business opportunity but we have not
entered into any definitive agreements to date and there can be no assurance
that we will be able to enter into any definitive agreements. We anticipate that
any new acquisition or business opportunities by our company will require
additional financing. There can be no assurance, however, that we will be able
to acquire the financing necessary to enable us to pursue our plan of operation.
If our company requires additional financing and we are unable to acquire such
funds, our business may fail.

Management of our company believes that there are perceived benefits to being a
reporting company with a class of publicly-traded securities. These are commonly
thought to include: (i) the ability to use registered securities to acquire
assets or businesses; (ii) increased visibility in the financial community;
(iii) the facilitation of borrowing from financial institutions; (iv) improved
trading efficiency; (v) stockholder liquidity; (vi) greater ease in subsequently
raising capital; (vii) compensation of key employees through stock options;
(viii) enhanced corporate image; and (ix) a presence in the United States
capital market.

We may seek a business opportunity with entities that have recently commenced
operations, or entities who wish to utilize the public marketplace in order to
raise additional capital in order to expand business development activities, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

                                       12
<PAGE>
In implementing a structure for a particular business acquisition or
opportunity, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may
also acquire stock or assets of an existing business. Upon the consummation of a
transaction, it is likely that our present management will no longer be in
control of our company. In addition, it is likely that our officer and director
will, as part of the terms of the acquisition transaction, resign and be
replaced by one or more new officers and directors.

As of the date hereof, management has not entered into any formal written
agreements for a business combination or opportunity. When any such agreement is
reached, we intend to disclose such an agreement by filing a current report on
Form 8-K with the Securities and Exchange Commission.

We anticipate that the selection of a business opportunity in which to
participate will be complex and without certainty of success. Management
believes that there are numerous firms in various industries seeking the
perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. We can provide no assurance that we will be able to locate
compatible business opportunities.

As a development stage company, we are not able to fund our cash requirements
through our current operations. Historically, we have been able to raise a
limited amount of capital through private placements of our equity stock, but we
are uncertain about our continued ability to raise funds privately. Further, we
believe that our company may have difficulties raising capital until we locate a
prospective property through which we can pursue our plan of operation. If we
are unable to secure adequate capital to continue our acquisition efforts, our
shareholders may lose some or all of their investment and our business may fail.

RESULTS OF OPERATIONS

The following summary of our results of operations should be read in conjunction
with our financial statements included herein. Our operating results for the
three months ended March 31, 2012 and 2011 are summarized as follows:

                                                         Three Months Ended
                                                               March 31,
                                                    ----------------------------
                                                     2012                  2011
                                                    ------                ------

Revenue                                             $    0                $    0
Operating Expenses                                   3,129                 3,827
                                                    ------                ------
Net Loss                                            $3,129                $3,890
                                                    ======                ======

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<PAGE>
REVENUES

We have not earned any revenues to date. We are currently seeking business
opportunities with established business entities for the merger of a target
business with our company. We are presently in the development stage of our
business and we can provide no assurance that we begin earning revenues.

EXPENSES

Our expenses for the three months ended March 31, 2012 and 2011 are outlined in
the table below:

                                                         Three Months Ended
                                                               March 31,
                                                    ----------------------------
                                                     2012                  2011
                                                    ------                ------

Professional Fees                                   $  905                $  550
Consulting                                             785                     0
Other Selling General & Administrative               1,439                 3,277
                                                    ------                ------
TOTAL EXPENSES                                      $3,129                $3,827
                                                    ======                ======

PROFESSIONAL FEES

Professional fees include our accounting and auditing expenses incurred in
connection with the preparation of our financial statements and professional
fees that we pay to our legal counsel. The decrease in our professional fees is
associated with less business activity.

We incurred operating losses in the amount of $56,708 from inception on June 24,
2009 through the period ended March 31, 2012. These operating expenses were
composed of marketing expenses, professional fees, consulting, and other selling
and general and administrative expenses.

GOING CONCERN

We have not attained profitable operations and are dependent upon obtaining
financing to pursue any extensive development activities. For these reasons our
auditors stated in their report on our audited financial statements that they
have substantial doubt we will be able to continue as a going concern.

FINANCINGS AND SHARE ISSUANCE

Our operations to date have been funded by equity investment. All of our equity
funding has come from a private placement of our securities

                                       14
<PAGE>
We closed an issue of 2,000,000 shares of common stock on August 26, 2009 to our
sole officer and director, David Guest, at a price of $0.005 per share. The
total proceeds received from this offering were $10,000. These shares were
issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted
shares as defined in the Securities Act. We did not engage in any general
solicitation or advertising.

We closed an issue of 1,000,000 shares of common stock on April 29, 2010 to our
sole officer and director, David Guest, at a price of $0.01 per share. The total
proceeds received from this offering were $10,000. These shares were issued
pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares
as defined in the Securities Act. We did not engage in any general solicitation
or advertising.

On December 16, 2011 David Guest entered into an Agreement for the Purchase of
Common Stock with Lisa Guise, pursuant to which David Guest sold an aggregate of
3,000,000 shares of the Company's common stock to Lisa Guise. The purchase price
was $20,000. Lisa Guise acquired approximately 76% of the total outstanding
number of shares of common stock of the Company and the 3,000,000 shares
represent Lisa Guise's entire beneficial holdings in the Company.

We completed an offering of 2,950,000 shares of our common stock at a price of
$0.01 per share to a total of thirty three (33) purchasers on June 30, 2010. The
total amount we received from this offering was $29,500. We completed this
offering pursuant Rule 903(a) and conditions set forth in Category 3 (Rule
903(b)(3)) of Regulation S of the Securities Act of 1933.

On October 24, 2011, 33 shareholders surrendered 2,006,000 shares to the Company
for cancellation. The cancellation of the shares results in the Company having a
total of 5,950,000 shares issued and outstanding at March 31, 2012.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A

ITEM 4. CONTROLS AND PROCEDURES.

As of the end of the period covered by this Report, the Company's President, and
principal financial officer (the "Certifying Officer"), evaluated the
effectiveness of the Company's "disclosure controls and procedures," as defined
in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that
evaluation, the officer concluded that, as of the date of the evaluation, the

                                       15
<PAGE>
Company's disclosure controls and procedures were effective to provide
reasonable assurance that the information required to be disclosed in the
Company's periodic filings under the Securities Exchange Act of 1934 is
accumulated and communicated to management to allow timely decisions regarding
required disclosure.

The Certifying Officer has also indicated that there were no changes in internal
controls over financial reporting during the Company's last fiscal quarter, and
no significant changes in our internal controls or other factors that could
significantly affect such controls subsequent to the date of their evaluation
and there were no corrective actions with regard to significant deficiencies and
material weaknesses.

Our management, including the Certifying Officer, does not expect that our
disclosure controls or our internal controls will prevent all errors and fraud.
A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. In addition, 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. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by management
override of the control. The design of any systems of controls also is based in
part upon 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. Because of these inherent limitations in
a cost-effective control system, misstatements due to error or fraud may occur
and not be detected.

ITEM 4(T). CONTROLS AND PROCEDURES

The information required pursuant to item 4(t) has been provided in Item 4.

                                       16
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1(A) RISK FACTORS

There have been no changes to our risk factors from those disclosed in our
Annual Report on Form 10-K filed September 28, 2011.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

We did not issue any securities without registration pursuant to the Securities
Act of 1933 during the three months ended March 31, 2012.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

N/A

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

31.1 Certification of Chief Executive Officer and Chief Financial Officer
     pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of
     the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Officer and Chief Financial Officer
     pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
     the Sarbanes-Oxley Act of 2002

101  Interactive data files pursuant to Rule 405 of Regulation S-T

                                       17
<PAGE>
                                   SIGNATURES

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

BERRY ONLY INC.


By: /s/ Lisa Guise
   --------------------------------
   Lisa Guise, President,
   Chief Executive Officer and
   Chief Financial Officer Director

Date: May 21, 2012


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