Attached files

file filename
EX-32.1 - CERT 906 - CEO, CFO - eFleets Corpex32-1.htm
EX-31.1 - CERT 302 - CEO, CFO - eFleets Corpex31-1.htm


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

FORM 10 – Q/A
(Amendment No. 3)
_______________________________

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.


For the quarterly period ended August 31, 2010

 
Commission File Number: 333-153172
 

NUMBEER, INC.

 (Exact name of registrant as specified in its charter)

Nevada
 
26-2374319
(State or other jurisdiction)
 
(IRS Employer Identification No.)
of incorporation or organization)
   

112 North Curry Street, Carson City, Nevada 89703-4934
(Address of principal executive offices and zip code)

(775) 321-8216
 (Registrant’s telephone number, including area code)
 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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  Q  No  ¨

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

Indicate by check mark whether the registrant is a larger accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer            ¨
Accelerated filer ¨
 Non-accelerated filer             ¨
Smaller reporting company Q

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

The number of shares outstanding of the Registrant's Common Stock as December 31, 2010 was  7,596,000 shares of common stock, $0.001 par value, issued and outstanding.
 
Explanatory Note: This Amendment No. 3 on Form 10-Q amends our Quarterly Report on Form 10-Q for the quarter ended August 31, 2010, which was originally filed with the SEC on October 20, 2010.  We are filing this Amendment No. 3 on Form 10-Q/A to amend the certifications filed pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002. 

 

 
 
- 1 -

 




INDEX

     
   
Page
   
Number
 
PART I – FINANCIAL INFORMATION
 
     
Item 1
Financial Statements
3
     
Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
9
     
Item 3
Quantitative and Qualitative Disclosures About Market Risk
9
     
Item 4
Controls and Procedures
10
     
     
 
PART II – OTHER INFORMATION
 
     
Item 1
Legal Proceedings
11
     
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
11
     
Item 3
Defaults Upon Senior Securities
11
     
Item 4
(Removed and Reserved)
11
     
Item 5
Other Information
11
     
Item 6
Exhibits
12
     



 
 
- 2 -

 

 
 
NUMBEER, INC.
(A Development Stage Company)
 
CONDENSED FINANCIAL STATEMENTS
 
August 31, 2010
 
Unaudited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONDENSED BALANCE SHEETS
 
CONDENSED STATEMENTS OF OPERATIONS
 
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
 
CONDENSED STATEMENTS OF CASH FLOW
 
NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

 

 
 
- 3 -

 


 


NUMBEER, INC.
 
(A Development Stage Company)
 
             
CONDENSED BALANCE SHEETS
 
Unaudited
 
             
   
August 31, 2010
   
May 31, 2010
 
         
(Audited)
(Restated)
 
             
ASSETS
           
             
CURRENT ASSETS
           
Cash
 
$
66
   
$
954
 
TOTAL ASSETS
 
$
66
   
$
954
 
                 
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
               
                 
CURRENT  LIABILITIES
               
Accounts payable and accrued liabilities
 
$
19,554
   
$
14,000
 
Loans from Related Party
   
11,828
     
8,828
 
TOTAL CURRENT LIABILITIES
 
$
31,382
   
$
22,828
 
                 
STOCKHOLDER'S  EQUITY ( DEFICIT )
               
Capital stock (Note 5)
               
Authorized
               
       75,000,000 shares of common stock, $0.001 par value,
               
Issued and outstanding
               
        7,596,000 shares of common stock
 
$
7,596
   
$
7,596
 
        Additional Paid in Capital
   
8,344
     
8,344
 
Deficit accumulated during the development stage
   
(47,255
)
   
(37,814
)
TOTAL STOCKHOLDER'S EQUITY/(DEFICIT)
 
$
(31,315
)
 
$
(21,874
)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)
 
$
66
   
$
954
 
                 
                 
                 
                 
The accompanying notes are an integral part of these financial statements
 


 
 
 
- 4 -

 


 


NUMBEER, INC.
 
(A Development Stage Company)
 
                   
CONDENSED STATEMENTS OF OPERATIONS
 
Unaudited
 
                   
                   
                   
                   
               
Cumulative results
 
   
Three months
   
Three months
   
from inception
 
   
ended
   
ended
   
(April 7, 2008) to
 
   
August 31, 2010
   
August 31, 2009
   
August 31, 2010
 
REVENUE
                 
                   
Revenues
 
$
-
   
$
-
   
$
-
 
Total Revenues
 
$
-
   
$
-
   
$
-
 
                         
EXPENSES
                       
                         
Office and general
 
$
710
   
$
1,252
   
$
7,860
 
Professional Fees
   
8,731
     
3,000
     
39,396
 
Total Expenses
 
$
9,441
   
$
4,252
   
$
47,255
 
                         
NET LOSS
 
$
(9,441
)
 
$
(4,252
)
 
$
(47,255
)
                         
                         
                         
BASIC AND DILUTED LOSS PER COMMON SHARE
                       
 
$
-
   
$
-
         
                         
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                       
                       
   
7,596,000
     
7,198,371
         
                         
                         
                         
                         
                         
The accompanying notes are an integral part of these financial statements
 

 

 
 
- 5 -

 

 
NUMBEER, INC.
(A Development Stage Company)

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
From inception (April 7, 2008) to August 31, 2010
 
Unaudited

                           
Deficit
       
   
Common Stock
               
accumulated
       
   
Number
         
Additional
   
Share
   
during the
       
   
of
         
Paid-in
   
Subscription
   
development
       
   
shares
   
Amount
   
Capital
   
Receivable
   
stage
   
Total
 
                                     
Balance April 7, 2008
   
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                                 
Common Stock issued for cash at
                                               
$0.001 per share April 24, 2008
   
7,000,000
     
7,000
             
(7,000
)
           
-
 
                                                 
Net Loss May 31, 2008
                                   
(4,913
)
   
(4,913
)
                                                 
Balance, May 31 2008
   
7,000,000
   
$
7,000
   
$
-
   
$
(7,000
)
 
$
(4,913
)
 
$
(4,913
)
Subscription Receivable from
                                               
prior year
                           
7,000
             
7,000
 
Common stock issued for cash at
                                               
$0.0015 per share between Dec 11,
                                               
2008 and May 31, 2009
   
596,000
     
596
     
8,344
     
(5,070
)
           
3,870
 
                                                 
Net Loss May 31, 2009
   
-
     
-
     
-
     
-
     
(17,257
)
   
(17,257
)
                                                 
Balance, May 31, 2009
   
7,596,000
   
$
7,596
   
$
8,344
   
$
(5,070
)
 
$
(22,170
)
 
$
(11,300
)
                                                 
Subscription Receivable
                           
5,070
             
5,070
 
                                                 
Net Loss May 31, 2010
   
-
     
-
     
-
     
-
     
(15,644
)
   
(15,644
)
                                                 
Balance, May 31, 2010
   
7,596,000
   
$
7,596
   
$
8,344
   
$
-
   
$
(37,814
)
 
$
(21,874
)
                                                 
Net Loss August 31, 2010
   
-
     
-
     
-
     
-
     
(9,441
)
   
(9,441
)
                                                 
Balance, August 31, 2010
   
7,596,000
   
$
7,596
   
$
8,344
   
$
-
   
$
(47,255
)
 
$
(31,315
)
                                                 

The accompanying notes are an integral part of these financial statements

 

 
 
- 6 -

 

 


NUMBEER, INC.
 
(A Development Stage Company)
 
   
CONDENSED STATEMENTS OF CASH FLOW
 
Unaudited
 
                   
   
Three months
   
Three months
   
April 7, 2008
 
   
ended
   
ended
   
(inception date) to
 
   
August 31, 2010
   
August 31, 2009
   
August 31, 2010
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net loss
 
$
(9,441
)
 
$
(4,252
)
 
$
(47,255
)
Adjustment to reconcile net loss to net cash
                       
used in operating activities
                       
Increase (decrease) in expenses paid by related party
   
3,000
             
3,000
 
Increase (decrease) in accrued expenses
 
$
5,553
   
$
(2,980
)
 
$
19,553
 
                         
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                       
 
$
(888
)
 
$
(7,232
)
 
$
(24,702
)
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds from sale of common stock
   
-
     
5,070
     
7,596
 
Additional Paid in Capital
                   
8,344
 
Increase in shareholders loan
   
-
     
-
     
8,828
 
Loan from related party
   
-
     
-
     
-
 
NET CASH PROVIDED BY FINANCING ACTIVITIES
                       
 
$
-
   
$
5,070
   
$
24,768
 
                         
NET INCREASE ( DECREASE) IN CASH
 
$
(888
)
 
$
(2,162
)
 
$
66
 
                         
CASH, BEGINNING OF PERIOD
 
$
954
   
$
2,593
   
$
-
 
                         
CASH, END OF PERIOD
 
$
66
   
$
431
   
$
66
 
                         
                         
Supplemental cash flow information and noncash financing activities:
                 
Cash paid for:
                       
Interest
 
$
-
   
$
-
   
$
-
 
                         
Income taxes
 
$
-
   
$
-
   
$
-
 
                         
The accompanying notes are an integral part of these financial statements
 

 

 
 
- 7 -

 

 


NUMBEER, INC.
(A Development Stage Company)
 NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
 
August 31, 2010
 
NOTE 1 – CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments  (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at August 31, 2010, and for all periods presented herein, have been made.
 
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally  accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in  conjunction with the financial statements and notes thereto included in the Company’s May 31, 2010 audited financial statements.  The results of  operations for the periods ended August 31, 2010 and the same period last year are not necessarily indicative of the operating results for the full years.
 
NOTE 2 – GOING CONCERN
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not  yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. As of August 31, 2010, the Company has an accumulated deficit of $47,255, and if the Company is unable to obtain adequate capital, it could be  forced to cease operations.
 
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing  any of its plans.
 
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material  effect on the company’s financial statement.
 
NOTE 4 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were available to be issued and has determined that there are no events to disclose.
 
NOTE 5 – LOAN PAYABLE – RELATED PARTY
The loan is payable on demand and without interest.


 
 
- 8 -

 

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

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 this report.  These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Overview

Numbeer, Inc. ("Numbeer", "the Company", “our” or "we") was incorporated in the State of Nevada as a for-profit company on April 07, 2008.  The Company is a development stage company that intends to sell a complete Beer Control System which will maximize the yield from a keg. It will allow sales and portion control, reducing the cost of the beer stock by monitoring liquor pouring and controlling portion sizes.
 
By programming selling price, pour size and beer cost, Numbeer’s software will keep track of inventory, sales and even generate variance reports. Our product will be a major time saver and an excellent tool to manage several beer lines.

Plan of Operation

The Company has not yet generated any revenue from its operations.  As of the fiscal quarter ended August 31, 2010 we had $66 of cash on hand. We incurred operating expenses in the amount of $9,441 in the quarter ended August 31, 2010 and $4,252 in the quarter ended August 31, 2009. From inception to August 31, 2010 the total operating expenses was in the amount of $47,255. These operating expenses were comprised of professional fees and office and general expenses.

Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities.  We have registered 3,000,000 of or our common stock for sale to the public.  Our registration statement became effective on September 15, 2008 and we are in the process of seeking equity financing to fund our operations over the next 12 months.

Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

If Numbeer is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering described herein and failure thereof would result in Numbeer having to seek capital from other resources such as debt financing, which may not even be available to the company. However, if such financing were available, because Numbeer is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Numbeer cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Numbeer common stock would lose all of their investment.
 
            Over the 12 month period after we have raised enough funds to start our business operations, we should start the design, manufacture and sales of our planned beer management systems. This would be done in three successive stages. In the first stage we would hire a mechanical engineering firm to design the hardware components of our proposed systems and a software engineer to design our planned Windows-based user interface.
 
The next stage of our plan of operation is to contract an independent manufacturer to produce the hardware components of our planned beer system. During this stage we should also develop our website.
 
In the final stage of our plan, we would find prospective customers to test rent and subsequently purchase the first installations of our planned system. The venue for our first installations would be chosen strategically to maximize publicity for our products and services. We expect to sign rental agreements with our first customers within 360 days after we begin the implementation of our plan of operations.
 
Numbeer had $66 cash on hand and in the bank. Management believes this amount will not satisfy our cash requirements for the next twelve months and we will need additional cash to continue to implement our business plan.  If we are unable to raise it, we will either suspend marketing operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

If we are unable to complete any aspect of our development or marketing efforts because we don’t have enough money, we will cease our development and marketing operations until we raise money. Attempting to raise capital after failing in any phase of our business plan would be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment.

There is substantial doubt whether we can continue as an ongoing business. Since our officer and director may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plan.

We do not currently have any employees and management does not plan to hire employees at this time. We do not expect the purchase or sale of any significant equipment and has no current material commitments.

Capital Resources

If Numbeer is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in Numbeer having to seek capital from other sources such as debt financing, which may not even be available to the company. However, if such financing were available, because Numbeer is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Numbeer cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Numbeer common stock would lose all of their investment. 

Off Balance Sheet Arrangement

The company is dependent upon the sale of its common shares to obtain the funding necessary to carry its business plan.  Our President, Michael Allan English  has undertaken to provide the Company with operating capital to sustain its business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing these agreements.  Investors should be aware that Mr. English expression is neither a contract nor agreement between him and the company.

Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
 
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required.




 
 
- 9 -

 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive officer and principal  financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective.  As reported in our Annual Report on Form 10-K for the year ended May 31 ,2010, the Company’s principal executive officer and principal financial officer has determined that there are material weaknesses in our disclosure controls and procedures.

The material weaknesses in our disclosure control procedures are as follows:

1.           Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

2.            Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:

 
 Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel.

 
 Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.

Changes in Internal Control over Financial Reporting

As reported in our Annual Report on Form 10-K for the year ended May 31, 2010, management is aware that there a significant deficiency and a material weakness in our internal control over financial reporting and therefore has concluded that the Company’s internal controls over financial reporting were not effective as of May 31, 2010. The significant deficiency relates to a lack of segregation of duties due to the small number of employees involvement with general administrative and financial matters.  The material weakness relates to a lack of formal policies and procedures necessary to adequately review significant accounting transactions. 

There have not been any changes in the Company's internal control over financial reporting during the quarter ended August 31, 2010 [or such applicable quarter] that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.”
 

 
 
- 10 -

 


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.
 
 
Item 2. Unregistered Sales of Equity Securities and  Use of Proceeds

        None.

Item 3. Defaults Upon Senior Securities

        None

Item 4. (Removed and Reserved)

        
Item 5. Other Information

    None

Item 6. Exhibits

3.1           Articles of Incorporation [1]

3.2           By-Laws [1]
 
31.1           Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
 
31.2           Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

32.1           Section 1350 Certification of Chief Executive Officer
32.2           Section 1350 Certification of Chief Financial Officer **

 
 
[1]     Incorporated by reference from the Company’s filing with the Commission on August 25, 2008.
*     Included in Exhibit 31.1
**    Included in Exhibit 32.1

 
 
- 11 -

 


SIGNATURES

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


NUMBEER, INC.


/s/ Michael Allan English
Michael Allan English
President, Secretary Treasurer, Principal Executive Officer,
Principal Financial Officer


/s/ Marcus Vinicius Mizushima
Marcus Vinicius Mizushima
Director



Dated:   January 28 , 2011



- 12 -