South Beach Spirits, Inc. - FORM S-1/A

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EX-23.1 - CONSENT OF AUDITOR - South Beach Spirits, Inc.	ex23-1.txt

As filed with the Securities and Exchange Commission on June 27, 2013

Registration No. 333-187855
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1/A

AMENDMENT NO. 2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CME Realty, Inc.
(Name of registrant as specified in its charter)

Nevada 6531 46-2084743
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)

10300 W. Charleston Blvd., Suite 213
Las Vegas, Nevada 89135
(702) 683-3334
(Address and telephone number of registrant's principal executive offices)

Joseph L. Pittera, Esq.
Law Offices of Joseph Lambert Pittera, Esq.
2214 Torrance Boulevard, Suite 101
Torrance, California 90501
Telephone: (310) 328-3588
Facsimile No. (310) 328-3063
(Name, address and telephone number of agent for service)

Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [ ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]

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

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

CALCULATION OF REGISTRATION FEE

===========================================================================================================
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to be Offering Price Aggregate Offering Amount of
To be Registered Registered(1) Per Share($) Price($)(2) Registration Fee($)
-----------------------------------------------------------------------------------------------------------
Shares of Common
Stock, par value $0.001 4,000,000 $.01 $40,000 $5.46
===========================================================================================================

1. 4,000,000 shares are being offered by a direct offering at the price of
$.01 per share.

2. Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(o) of the Securities Act, based upon the fixed
price of the direct offering.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================

Prospectus

CME Realty, Inc.
4,000,000 Shares of Common Stock
$0.01 per share
$40,000 Maximum Offering

CME Realty, Inc. ("CME Realty" or the "Company") is offering a fixed amount of
4,000,000 shares of its common stock on an all-or-none basis at a fixed price of
$0.01 per share. The price of $0.01 per share is a fixed for the duration of
this offering. There is no minimum investment required from any individual
investor. The shares are intended to be sold directly through the efforts of
Carlos Espinosa, our sole officer and director after the effective date of this
prospectus, For more information, see the section titled "Plan of Distribution"
herein.

The proceeds from the sale of the shares in this offering will be payable to Law
Offices of Joseph Lambert Pittera, Esq., Client Trust Account f/b/o CME Realty,
Inc.. All subscription funds will be held in a separate (limited to funds
received on behalf of CME Realty) non-interest bearing Trust Account pending the
placement of the fixed amount of 4,000,000 shares of common stock. If the fixed
amount of 4,000,000 shares of common stock is not achieved within 180 days of
the date of this prospectus, all subscription funds will be returned to
investors promptly without interest (since the funds are being held in a
non-interest bearing account) or deduction of fees. The Company shall have the
right, in its sole discretion, to extend the initial offering period an
additional 180 days. See the section entitled "Plan of Distribution" herein.
Neither the Company nor any subscriber shall be entitled to interest no matter
how long subscriber funds might be held.

This is an all-or-none offering; if the fixed amount is not achieved within 180
days of the date of this prospectus, all subscription funds from the escrow
account will be returned to investors promptly without interest (since the funds
are being held in a non-interest bearing account) or deduction of fees. The
offering will terminate when the sale of all 4,000,000 shares is completed.

Prior to this offering, there has been no public market for CME Realty's common
stock. We are a development stage company which currently has limited operations
and has not generated any revenue. Therefore, any investment involves a high
degree of risk.

We plan to contact a market maker immediately following the effectiveness of
this Registration Statement and apply to have the shares quoted on the OTC
Electronic Bulletin Board (OTCBB).

The Company has no present plans to be acquired or to merge with another company
nor does the Company, nor any of its shareholders, have any plans to enter into
a change of control or similar transaction. Our Company has a detailed plan of
operation and as such the Company is not a blank check company.

The Company is an emerging growth company under the Jumpstart Our Business
Startups Act.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU
CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE THE SECTION ENTITLED "RISK
FACTORS" HEREIN ON PAGE 9.

Underwriting
Number of Offering Discounts & Proceeds to
Shares Price Commissions the Company
------ ----- ----------- -----------
Per Share 1 $ 0.01 $0.00 $ 0.01
Maximum 4,000,000 $40,000 $0.00 $40,000

This Prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted. The price of $0.01 per share is a fixed for the duration of
this offering.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. CME
REALTY MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHISE THE OFFER OR SALE IS NOT PERMITTED.

CME Realty does not plan to use this offering prospectus before the effective
date.

The date of this Prospectus is ______________, 2013.

Table of Contents

General Information about the Company ..................................... 3
The Offering .............................................................. 5
Summary Financial Information ............................................. 8
Risk Factors .............................................................. 9
Risks Associated With Our Company ......................................... 9
Risks Associated With This Offering ....................................... 11
USE OF PROCEEDS ........................................................... 13
DETERMINATION OF OFFERING PRICE ........................................... 14
DILUTION .................................................................. 14
SELLING SHAREHOLDERS ...................................................... 14
PLAN OF DISTRIBUTION ...................................................... 15
Offering will be Sold by Our Officer and Director ......................... 15
Terms of the Offering ..................................................... 15
Deposit of Offering Proceeds .............................................. 16
Procedures and Requirements for Subscription .............................. 17
DESCRIPTION OF SECURITIES TO BE REGISTERED ................................ 17
INTERESTS OF NAMED EXPERTS AND COUNSEL .................................... 18
INFORMATION WITH RESPECT TO THE REGISTRANT ................................ 18
General Information ....................................................... 18
Business Overview ......................................................... 19
Product Development ....................................................... 19
Marketing ................................................................. 20
Growth Strategy of the Company ............................................ 21
Competitor Analysis ....................................................... 21
12 Month Growth Strategy and Milestones ................................... 22
Patents and Trademarks .................................................... 23
Need for any Government Approval of Products or Services .................. 23
Government and Industry Regulation ........................................ 23
Research and Development Activities ....................................... 23
Environmental Laws ........................................................ 23
Employees and Employment Agreements ....................................... 24
Description of Property ................................................... 24
Legal Proceedings ......................................................... 24
Market for Common Equity and Related Stockholder Matters .................. 24
Management's Discussion and Analysis of Financial Condition and
Results of Operations .................................................... 26
Changes in Disagreements with Accountants on Accounting and
Financial Disclosure ..................................................... 29
Quantitative and Qualitative Disclosures about Market Risk ................ 29
Financial Disclosure ...................................................... 29
Directors, Executive Officers, Promoters and Control Persons .............. 30
Executive Compensation .................................................... 31
Security Ownership of Certain Beneficial Owners and Management ............ 32
Future Sales by Existing .................................................. 33
Transactions with Related Persons, Promoters and Certain Control Persons .. 33
MATERIAL CHANGES .......................................................... 34
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ......................... 34
DISCLOSURE OF COMMISSION POSITION IN INDEMNIFICATION FOR SECURITIES
ACT LIABLIITIES ........................................................... 34
Financial Statements ...................................................... F-1

CME REALTY, INC.

10300 W. CHARLESTON BLVD., SUITE 213
LAS VEGAS, NEVADA 89135
(702) 683-3334

You should read the following summary together with the more detailed business
information, financial statements and related notes that appear elsewhere in
this prospectus. In this prospectus, unless the context otherwise denotes,
references to "we," "us," "our" and "Company" refer to "CME Realty".

GENERAL INFORMATION ABOUT THE COMPANY

CME Realty, Inc. was formed in the state of Nevada on August 10, 2012. We are a
development stage company with a plan of operation to provide real estate
services for the Las Vegas residential market. We plan to hire a team of
professionals that will individually specialize in each of our services. The
services we initially plan to offer include listing and sales of residential
properties, short sales and foreclosures. Our goal is to become a partner with
our clients in their decision making process. We plan to provide all our
professionals with the latest market knowledge utilizing demographic and mapping
technologies and micro and macro real estate statistics.

By incorporating the latest technology and statistics we plan to attract buyers,
sellers, banks and lending institutions in an effort to help them make
well-informed decisions by providing them with up-front factual information and
statistics. Providing the potential client with comprehensive information and
documentation up-front will make the client feel that they are working with a
competent company who is providing a service in their best interest. The
comprehensive information and documentation we plan to provide we believe will
make the decision making process easier and less stressful for the client. The
decision making process includes providing detailed documentation so the
decision to list their home for sale is achieved at a factually proven and
realistic dollar amount. Therefore, this should make the decision making process
less stressful for the client and leave them feeling confident and satisfied
with their decision. This in turn should make them feel content and more
informed on realistically how long the property may stay on the market. Overall,
we plan to incorporate the latest technology and keep the client continuously
updated and informed during the entire process.

Current management is comprised of Carlos Espinosa, CEO and President. Due to
the development stage of the Company, Mr. Espinosa distributes part of his time
toward the everyday operations and forward movement of the corporation. Mr.
Espinosa's responsibilities include acting as the company's director of
operations, as well as determining the overall planning and direction of our
Company. Mr. Espinosa has over 11 years of experience in commercial real estate
where he has cultivated relationships with banks and lending institutions which
we believe will be a valuable asset to further the development of operations
during the development stage of the Company.

CME Realty, Inc. is a development stage company that has not significantly
commenced its planned principle operations. CME Realty operations to date have
been devoted primarily to start-up and development activities, which include the
following:

1. Development of the CME Realty business plan;
2. Completion of the Company detailed Internal Control and Procedures
Manual. This will serve as a foundation for developing all phases of
our operations; and,
3. Defining initial short-term and long-term marketing efforts;

CME Realty is attempting to become operational and hopes to start generating
revenue approximately six months after the closing of the public offering. In
order to generate revenues, CME Realty must address the following areas:

1. Instill principles and beliefs from the start to achieve brand
recognition as a Real Estate Company that is positioned for long-term
success.
2. Successfully recruit and hire experienced agents with five or more
years of real estate experience in the Las Vegas market.
3. Establish an aggressive program to continually increase market share
of listings and seller representation.
4. Continuously review our corporate structure and marketing efforts to
coincide with projected revenues and expenses in an effort to further
nurture our Company.
5. Gather and maintain the most accurate and current information
available as it pertains to the Greater Las Vegas Market. CME Realty
will continually strive to produce and maintain the most accurate
market information available in the markets where CME Realty operates.
6. Position our services for expanding into new geographic markets.
7. Run our Company and conduct business ethically and responsibly.

The Company believes that raising $40,000 through the sale of common equity is
sufficient for the company to become operational and sustain operations through
the next twelve (12) months. The capital we are raising has been budgeted to
launch our real estate services business and to become a fully reporting
company. Unfortunately, there can be no assurance that the actual expenses
incurred will not materially exceed our estimates or that cash flow from
services will be adequate to maintain our business. As a result, our independent
auditors have expressed substantial doubt about our ability to continue as a
going concern in the independent auditors' report to the financial statements
included in the registration statement.

CME Realty currently has one officer and director. This individual allocates
time and personal resources to CME Realty on a part-time basis and devotes
approximately 15 hours a week to the Company. Once the public offering is
closed, Mr. Espinosa plans to spend the time necessary to oversee business
development, marketing campaigns, website design, and direct the primary
operations of the business.

As of the date of this prospectus, CME Realty has 10,000,000 shares of $0.001
par value common stock issued and outstanding.

CME Realty has administrative offices located at 10300 W. Charleston Blvd.,
Suite 213, Las Vegas, Nevada 89135. Mr. Espinosa, our sole office and director,
provides the office on a rent-free basis.

CME Realty's fiscal year end is February 28.

The Company is an emerging growth company under the Jumpstart Our Business
Startups Act.

The Company shall continue to be deemed an emerging growth company until the
earliest of --

`(A) the last day of the fiscal year of the issuer during which it had total
annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation
every 5 years by the Commission to reflect the change in the Consumer Price
Index for All Urban Consumers published by the Bureau of Labor Statistics,
setting the threshold to the nearest 1,000,000) or more;

`(B) the last day of the fiscal year of the issuer following the fifth
anniversary of the date of the first sale of common equity securities of the
issuer pursuant to an effective registration statement under this title;

`(C) the date on which such issuer has, during the previous 3-year period,
issued more than $1,000,000,000 in non-convertible debt; or

`(D) the date on which such issuer is deemed to be a `large accelerated filer',
as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any
successor thereto.'.

As an emerging growth company the company is exempt from Section 404(b) of
Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their
annual reports concerning the scope and adequacy of the internal control
structure and procedures for financial reporting. This statement shall also
assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same
report, attest to and report on the assessment on the effectiveness of the
internal control structure and procedures for financial reporting.

As an emerging growth company the company is exempt from Section 14A and B of
the Securities Exchange Act of 1934 which require the shareholder approval of
executive compensation and golden parachutes.

The Company has irrevocably opted out of the extended transition period for
complying with new or revised accounting standards pursuant to Section 107(b) of
the Act.

THE OFFERING

The following is a brief summary of this offering. Please see the "Plan of
Distribution" section for a more detailed description of the terms of the
offering.

Securities Being Offered: CME Realty is offering an all-or-none,
self-underwritten basis, a fixed amount of
4,000,000 shares of its common stock.

Offering Price per Share: $.01

Offering Period: The shares are being offered for a period not to
exceed 180 days. There is no minimum investment
required to be purchased from any individual
investor. This is an all-or-none offering; if the
fixed amount is not achieved within 180 days of
the date of this prospectus, all subscription
funds from the escrow account will be returned to
investors promptly without interest (since the
funds are being held in a non-interest bearing
account) or deduction of fees. The offering will
terminate when the sale of all 4,000,000 shares is
completed.

Escrow Account: The subscription proceeds from the sale of the
shares in this offering will be payable to "Law
Offices of Joseph Lambert Pittera, Esq., Client
Trust Account f/b/o CME Realty" and will be
deposited in a separate (limited to funds received
on behalf of CME Realty) non-interest bearing law
office trust bank account until the all-or-none
fixed amount of the Offering proceeds are raised.
No interest will be available for payment to
either the Company or the investors (since the
funds are being held in a non-interest bearing
account). All subscription funds will be held in
trust pending the achievement all-or-none fixed
amount of the offering and no funds shall be
released to CME Realty until such a time as the
all-or-none fixed amount of proceeds are raised

(see the section titled "Plan of Distribution"
herein). Release of the funds to the Company is
based upon our escrow agent, Law Offices of Joseph
Lambert Pittera, Esq., reviewing the records of
the depository institution holding the escrow to
verify that that the checks have cleared prior to
releasing the funds to the Company. Written notice
will be mailed to each investor that the
all-or-none fixed amount of proceeds has been
received and the offering proceeds have been
distributed to the Company. All subscription
agreements and checks should be delivered to Law
Offices of Joseph Lambert Pittera, Esq. Failure to
do so will result in checks being returned to the
investor who submitted the check. CME Realty's
escrow agent, Law Offices of Joseph Lambert
Pittera, Esq., acts as legal counsel for CME
Realty and is therefore not an independent third
party.

The offering will terminate when the sale of all
4,000,000 shares is completed.
The Escrow Agent (and any successor escrow agent)
at any time may be discharged from its duties and
obligations hereunder by the delivery to it of a
notice of termination signed by the Company, or at
any time the Escrow Agent may resign by giving
written notice to such effect to the Issuer. Upon
any such termination or resignation, the Escrow
Agent shall deliver the Escrowed Amounts or the
Fund to any successor escrow agent jointly
designated by the parties thereto in writing, or
to any court of competent jurisdiction if no such
successor escrow agent is agreed upon, whereupon
the Escrow Agent shall be discharged of and from
any and all further obligations arising in
connection with this Escrow Agreement. The
termination of services or resignation of the
Escrow Agent shall take effect on the earlier of
(i) the appointment of a successor (including a
court of competent jurisdiction) or (ii) the day
that is 30 days after the date of delivery: (A) to
the Escrow Agent of the parties' notice of
termination or (B) to the parties thereto of the
Escrow Agent's written notice of resignation. If
at that time the Escrow Agent has not received a
designation of successor escrow agent, the Escrow
Agent's sole responsibility after that time shall
be to keep the Escrowed Amounts or the Fund safe
until receipt of a designation of a successor
escrow agent or a joint written disposition
instruction by the parties thereto or an
enforceable order of a court of competent
jurisdiction. The resigning Escrow Agent shall be
entitled to be reimbursed by the Issuer for any
expenses incurred in connection with its
resignation, transfer of the Fund to a successor
escrow agent or distribution of the Fund.

Net Proceeds to Company: $40,000

Use of Proceeds: We intend to use the proceeds to expand our
business operations.

Number of Shares Outstanding
Before the Offering: 10,000,000 common shares

Number of Shares Outstanding
After the Offering: 14,000,000 common shares

The offering price of the common stock bears no relationship to any objective
criterion of value and has been arbitrarily determined. The price does not bear
any relationship to CME Realty's assets, book value, historical earnings, or net
worth.

CME Realty will apply the proceeds from the offering to pay for accounting fees,
legal and professional fees, marketing, office supplies, business development,
rent, contractor fees, office equipment leases, website design fees, and other
administrative related costs.

The Company has not presently secured an independent stock transfer agent. CME
Realty has identified several agents to retain that will facilitate the
processing of the certificates upon closing of the offering. The Company will
deliver stock certificates attributable to shares of common stock purchased
directly to the purchasers within ninety (90) days of the close of the offering,
or as soon thereafter as practicable.

The purchase of the common stock in this offering involves a high degree of
risk. The common stock offered in this prospectus is for investment purposes
only and currently no market for CME Realty common stock exists. Please refer to
the sections herein titled "Risk Factors" and "Dilution" before making an
investment in this stock.

SUMMARY FINANCIAL INFORMATION

The following table sets forth summary financial data derived from CME Realty's
Audited Statements of Operations for the period from inception (August 10, 2012)
to February 28, 2013. The accompanying notes are an integral part of these
financial statements and should be read in conjunction with the financial
statements, related notes and other financial information included in this
prospectus.

As shown in the financial statements accompanying this prospectus, CME Realty
has had no revenues to date and has incurred only losses since its inception.
The Company has had no operations and has been issued a "going concern" opinion
from our accountants, based upon the Company's reliance upon the sale of our
common stock as the sole source of funds for our future operations.

Audited Balance Sheet Data:

TOTAL REVENUES $ 0
General and Administrative Expenses $ 306
Professional Fees $8,250
------

NET LOSS $8,556
======

RISK FACTORS

An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe are
material risks involved if you decide to purchase shares in this offering.

RISKS ASSOCIATED WITH OUR COMPANY:

CARLOS ESPINOSA, THE SOLE OFFICER AND DIRECTOR OF THE COMPANY, CURRENTLY DEVOTES
APPROXIMATELY 15 HOURS PER WEEK TO COMPANY MATTERS.

Our business plan does not provide for the hiring of any additional employees on
a full-time basis until revenue will support the expense. Until that time, the
responsibility of developing and furthering the company's business, offering and
selling of the shares through this prospectus, and fulfilling the reporting
requirements of a public company all fall upon Carlos Espinosa. Once the public
offering is closed, Mr. Espinosa plans to spend the necessary time to finalize
business development, direct the sales and marketing campaign, and direct to
primary operations of the business.

MR. ESPINOSA DOES NOT HAVE ANY PUBLIC COMPANY EXPERIENCE AND IS INVOLVED IN
OTHER BUSINESS ACTIVITIES.

While Mr. Espinosa has business experience including management, he does not
have experience in a public company setting, including not having serves as a
principal accounting officer or principal financial officer. The Company's needs
could exceed the amount of time or level of experience he may have. This could
result in his inability to properly manage company affairs, resulting in our
remaining a start-up company with no revenues or profits. We have not formulated
a plan to resolve any possible conflict of interest with his other business
activities. In the event he is unable to fulfill any aspect of his duties to the
company we may experience a shortfall or complete lack of revenue resulting in
little or no profits and eventual closure of the business.

MR. ESPINOSA DOES NOT HAVE EXTENSIVE RESIDENTIAL REAL ESTATE EXPERIENCE.

While Mr. Espinosa has eleven years' experience in the real estate industry; he
has limited experience listing and selling of residential real estate as his
primary area of concentration during this timeframe has been in commercial real
estate.

SINCE WE ARE A DEVELOPMENT STAGE COMPANY, THE COMPANY HAS GENERATED NO REVENUES
AND DOES NOT HAVE AN OPERATING HISTORY; AN INVESTMENT IN THE SHARES OFFERED
HEREIN IS HIGHLY RISKY AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF
WE ARE UNSUCCESSFUL IN OUR BUSINESS PLAN.

The Company was incorporated on August 10, 2012; we have not yet commenced our
full-scale business operations and we have not yet realized any revenues. We
have minimal operating history upon which an evaluation of our future prospects
can be made. Based upon current plans, we expect to incur operating losses in
future periods as we incurred significant expenses associated with the initial
startup of our business. Further, we cannot guarantee that we will be successful
in realizing revenues or in achieving or sustaining positive cash flow at any
time in the future. Any such failure could result in the possible closure of our
business or force us to seek additional capital through loans or additional
sales of our equity securities to continue business operations, which would
dilute the value of any shares you purchase in this offering.

OUR PRINCIPAL SHAREHOLDERS MAY CAUSE CME REALTY TO ISSUE ADDITIONAL SHARES AFTER
THE OFFERING IN ORDER TO FUND THE BUSINESS AND THEREBY FURTHER DILUTE THE
HOLDINGS OF ANY PURCHASERS SHARES IN THIS OFFERING.

Our principal shareholders may cause CME Realty to issue additional shares after
the offering in order to fund the business and thereby further dilute the
holdings of any purchasers in this offering.

RISKS RELATED TO OUR FINANCIAL CONDITION AND CAPITAL REQUIREMENTS AUDITOR'S
GOING CONCERN

As shown in the financial statements accompanying this prospectus, CME Realty
has had no revenues to date and has incurred only losses since its inception.
The Company has had no operations and has been issued a "going concern" opinion
from our Independent Auditors, based upon the Company's reliance upon the sale
of our common stock as the sole source of funds for our future operations.

WE DO NOT YET HAVE ANY SUBSTANTIAL ASSETS AND ARE TOTALLY DEPENDENT UPON THE
PROCEEDS OF THIS OFFERING TO FULLY FUND OUR BUSINESS. IF WE DO NOT SELL THE
SHARES IN THIS OFFERING WE WILL HAVE TO SEEK ALTERNATIVE FINANCING TO COMPLETE
OUR BUSINESS PLANS OR ABANDON THEM.

CME Realty has limited capital resources. To date, the Company has funded its
operations from limited funding and has not generated sufficient cash from
operations to be profitable. Unless CME Realty begins to generate sufficient
revenues to finance operations as a going concern, CME Realty may experience
liquidity and solvency problems. Such liquidity and solvency problems may force
CME Realty to cease operations if additional financing is not available. No
known alternative resources of funds are available to CME Realty in the event it
does not have adequate proceeds from this offering. However, CME Realty believes
that the net proceeds of the Offering will be sufficient to satisfy the launch
and operating requirements for the next twelve months.

WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES, WHICH COULD RESULT IN A
TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.

We have not generated any revenue to date from operations. In order for us to
continue with our plans and operating our business, we must raise our initial
capital through this offering. The timing of the completion of the milestones
needed to commence operations and generate revenues is contingent on the success
of this offering. There can be no assurance that we will generate revenues or
that revenues will be sufficient to maintain our business. As a result, you
could lose all of your investment if you decide to purchase shares in this
offering and we are not successful in our proposed business plans.

OUR CONTINUED OPERATIONS DEPEND ON THE MARKET'S ACCEPTANCE OF OUR PLANNED
SERVICES. IF THE REAL ESTATE MARKET DOES NOT FIND OUR SERVICES DESIRABLE AND WE
CANNOT ATTRACT CUSTOMERS, WE MAY NOT BE ABLE TO GENERATE ANY REVENUES, WHICH
COULD RESULT IN A FAILURE OF OUR BUSINESS AND A LOSS OF ANY INVESTMENT YOU MAKE
IN OUR SHARES.

The ability to offer real estate services that the market accepts and willing to
utilize is critically important to our success. We cannot be certain that the
services we offer will be accepted by the marketplace. As a result, there may
not be any demand and our revenue stream could be limited and we may never
realize any revenues. In addition, there are no assurances that the Company will
generate revenues in the future even if we offer alternative services or alter
our products and marketing efforts and pursue alternative or complementing
revenue generating services.

THE LOSS OF THE SERVICES OF CARLOS ESPINOSA COULD SEVERELY IMPACT OUR BUSINESS
OPERATIONS AND FUTURE DEVELOPMENT OF OUR BUSINESS MODEL, WHICH COULD RESULT IN A
LOSS OF REVENUES AND YOUR INABILITY TO EVER SELL ANY SHARES YOU PURCHASE IN THIS
OFFERING.

Our performance is substantially dependent upon the professional expertise of
our President, Carlos Espinosa. If he were unable to perform his services, this
loss of the services could have an adverse effect on our business operations,
financial condition and operating results if we are unable to replace him with
another individual qualified to develop and market our products. The loss of his
services could result in a loss of revenues, which could result in a reduction
of the value of any shares you purchase in this offering.

THE REAL ESTATE MARKET IS HIGHLY COMPETITIVE. IF WE CAN NOT DEVELOP AND PROMOTE
CONFIDENCE IN OUR COMPANY THAT THE MARKET AND INDIVIDUALS ARE WILLING TO

ACCEPT. WE WILL NOT BE ABLE TO COMPETE SUCCESSFULLY AND OUR BUSINESS MAY BE
ADVERSELY AFFECTED AND WE MAY NEVER BE ABLE TO GENERATE ANY REVENUES.

CME Realty, Inc. has many potential competitors in the real estate market. We
acknowledge that our competition is competent, experienced, and they have
greater financial, and marketing resources than we do at the present. Our
ability to compete may be adversely affected by the ability of these competitors
to devote greater resources to the development, promotion, and marketing of
their services than are available to us.

Some of CME Realty's competitors may also offer a wider range of services and
have greater name recognition. They have greater customer loyalty bases and
these competitors may be able to respond more quickly to new or changing
opportunities. In addition, our competitors may be able to undertake more
extensive promotional activities, and adopt more aggressive advertising
campaigns than CME Realty at the present.

CME REALTY MAY NOT BE ABLE TO ATTAIN PROFITABILITY WITHOUT ADDITIONAL FUNDING,
WHICH MAY BE UNAVAILABLE.

CME Realty has limited capital resources. Unless CME Realty begins to generate
sufficient revenues to finance operations as a going concern, CME Realty may
experience liquidity and solvency problems. Such liquidity and solvency problems
may force CME Realty to cease operations if additional financing is not
available. No known alternative resources of funds are available to CME Realty
in the event it does not have adequate proceeds from this offering. However, CME
Realty believes that the net proceeds of the Offering will be sufficient to
satisfy the start-up and operating requirements for the next twelve months.

RISKS ASSOCIATED WITH THIS OFFERING

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES. UNLESS WE ARE SUCCESSFUL IN SELLING THE SHARES AND RECEIVING THE
PROCEEDS FROM THIS OFFERING, WE MAY HAVE TO SEEK ALTERNATIVE FINANCING TO
IMPLEMENT OUR BUSINESS PLANS AND YOU WOULD RECEIVE A RETURN OF YOUR ENTIRE
INVESTMENT.

This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell them through
our officer and director, who will receive no commissions. He will offer the
shares to friends, relatives, acquaintances and business associates; however,
there is no guarantee that he will be able to sell any of the shares. In the
event we do not sell all of the shares before the expiration date of the
offering, all funds raised will be promptly returned to the investors, without
interest or deduction.

DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.

There is presently no demand for our common stock and no public market exists
for the shares being offered in this prospectus. We plan to contact a market
maker immediately following the effectiveness of this Registration Statement and
apply to have the shares quoted on the OTC Electronic Bulletin Board (OTCBB).
The OTCBB is a regulated quotation service that displays real-time quotes, last
sale prices and volume information in over-the-counter (OTC) securities. The
OTCBB is not an issuer listing service, market or exchange. Although the OTCBB
does not have any listing requirements per se, to be eligible for quotation on
the OTCBB, issuers must remain current in their filings with the SEC or
applicable regulatory authority. Market Makers are not permitted to begin
quotation of a security whose issuer does not meet this filing requirement.
Securities already quoted on the OTCBB that become delinquent in their required
filings will be removed following a 30 or 60 day grace period if they do not
make their required filing during that time. We cannot guarantee that our
application will be accepted or approved and our stock listed and quoted for
sale. As of the date of this filing, there have been no discussions or

understandings between CME Realty or anyone acting on our behalf with any market
maker regarding participation in a future trading market for our securities. If
no market is ever developed for our common stock, it will be difficult for you
to sell any shares you purchase in this offering. In such a case, you may find
that you are unable to achieve any benefit from your investment or liquidate
your shares without considerable delay, if at all. In addition, if we fail to
have our common stock quoted on a public trading market, your common stock will
not have a quantifiable value and it may be difficult, if not impossible, to
ever resell your shares, resulting in an inability to realize any value from
your investment.

INVESTORS IN THIS OFFERING WILL BEAR A SUBSTANTIAL RISK OF LOSS DUE TO IMMEDIATE
AND SUBSTANTIAL DILUTION

The principal shareholder of CME Realty is Carlos Espinosa who also serves as
its Director, President, Secretary, and Treasurer. Mr. Espinosa holds 10,000,000
restricted shares of CME Realty common stock. Upon the sale of the common stock
offered hereby, the investors in this offering will experience an immediate and
substantial "dilution." Therefore, the investors in this offering will bear a
substantial portion of the risk of loss. Additional sales of CME Realty common
stock in the future could result in further dilution. Please refer to the
section titled "Dilution" herein.

PURCHASERS IN THIS OFFERING WILL HAVE LIMITED CONTROL OVER DECISION MAKING
BECAUSE CARLOS ESPINOSA, CME REALTY'S OFFICER, DIRECTOR AND SHAREHOLDER CONTROLS
ALL OF CME REALTY ISSUED AND OUTSTANDING COMMON STOCK.

Presently, Carlos Espinosa, CME Realty's President, Secretary, and Treasurer and
Director beneficially owns 100% of the outstanding common stock. Because of such
ownership, investors in this offering will have limited control over matters
requiring approval by CME Realty security holders, including the election of
directors. Mr. Espinosa would retain 71.4% ownership in CME Realty common stock
assuming the offering is attained. Such concentrated control may also make it
difficult for CME Realty stockholders to receive a premium for their shares of
CME Realty common stock in the event CME Realty enters into transactions, which
require stockholder approval. In addition, certain provisions of Nevada law
could have the effect of making it more difficult or more expensive for a third
party to acquire, or of discouraging a third party from attempting to acquire,
control of CME Realty. For example, Nevada law provides that not less than
two-thirds vote of the stockholders is required to remove a director for cause,
which could make it more difficult for a third party to gain control of the
Board of Directors. This concentration of ownership limits the power to exercise
control by the minority shareholders.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

Our business plan allows for the estimated $5,700 cost of this Registration
Statement to be paid from proceeds raised. We plan to contact a market maker
immediately following the effectiveness of this Registration Statement and apply
to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible
for quotation on the OTCBB, issuers must remain current in their filings with
the SEC. Market Makers are not permitted to begin quotation of a security whose
issuer does not meet this filing requirement. Securities already quoted on the
OTCBB that become delinquent in their required filings will be removed following
a 30 or 60 day grace period if they do not make their required filing during
that time. In order for us to remain in compliance we will require future
revenues to cover the cost of these filings, which could comprise a substantial
portion of our available cash resources. If we are unable to generate sufficient
revenues to remain in compliance it may be difficult for you to resell any
shares you may purchase, if at all.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.

This prospectus contains forward-looking statements about CME Realty business,
financial condition, and prospects that reflect CME Realty management's
assumptions and beliefs based on information currently available. CME Realty can
give no assurance that the expectations indicated by such forward-looking

statements will be realized. If any of CME Realty assumptions should prove
incorrect, or if any of the risks and uncertainties underlying such expectations
should materialize, the actual results may differ materially from those
indicated by the forward-looking statements.

The key factors that are not within CME Realty's control and that may have a
direct bearing on operating results include, but are not limited to, acceptance
of our services, effectiveness of our marketing, our ability to attract new
customers, management's ability to raise capital in the future, the retention of
key employees and changes in the regulation of the industry in which CME Realty
functions.

There may be other risks and circumstances that management may be unable to
predict to sustain operations. When used in this prospectus, words such as,
"believes," "expects," "intends," "plans," "anticipates," "estimates" and
similar expressions are intended to identify and qualify forward-looking
statements, although there may be certain forward-looking statements not
accompanied by such expressions.

USE OF PROCEEDS

The following Use of Proceeds is based on estimates made by management. The
Company planned the Use of Proceeds after deducting estimated offering expenses
estimated to be $5,700. Management prepared the milestones based on placement of
the entire offering. The costs associated with operating as a public company are
included in our budget and management is responsible for the preparation of the
required documents to keep the costs to a minimum. We estimate generating
revenue approximately six months following closing of the offering.

CME Realty intends to use the proceeds from this offering as follows:

Application of Proceeds $ % of total
----------------------- ------ ----------

TOTAL OFFERING PROCEEDS 40,000 100.00

OFFERING EXPENSES
Legal & Professional Fees 1,500 3.75
Accounting Fees 3,000 7.50
Edgar Fees 800 2.00
Blue-sky fees 400 1.00
TOTAL OFFERING EXPENSES 5,700 14.25
------ -----
NET PROCEEDS FROM OFFERING 34,300 85.75
====== =====
USE OF NET PROCEEDS
Accounting Fees 6,200 15.50
Brokerage - Licensing, Dues, Fees & Insurance 1,800 4.50
Legal and Professional Fees 1,500 3.75
Equipment - Purchase/Lease 1,800 4.50
Office Supplies 1,000 2.50
Rent 7,000 17.50
Salaries/Contractors (1) 3,000 7.50
Sales & Marketing 12,000 30.00
TOTAL USE OF NET PROCEEDS 34,300 85.75
------ -----
TOTAL USE OF PROCEEDS 40,000 100.00
====== ======

Notes:

1. The category of Salaries/contractors is allocated for the purpose of paying
potential part-time employees or contracted employees. None of the proceeds
allocated in this category are intended to pay the CEO, or Directors of the
Company

The foregoing represents our best estimate of the allocation of the proceeds of
this offering based on planned use of funds for the our operations and current
objectives. Any line item amounts not expended completely shall be held in
reserve as working capital and subject to reallocation to other line item
expenditures as required for ongoing operations.

We currently consider the foregoing project our priority and intend to use the
proceeds from this offering for such projects.

DETERMINATION OF OFFERING PRICE

The offering price of the common stock has been arbitrarily determined and bears
no relationship to any objective criterion of value. The price does not bear any
relationship to CME Realty's assets, book value, historical earnings, or net
worth. In determining the offering price, management considered such factors as
the prospects, if any, for similar companies, anticipated results of operations,
present financial resources and the likelihood of acceptance of this offering.

DILUTION

"Dilution" represents the difference between the offering price of the shares of
common stock and the net book value per share of common stock immediately after
completion of the offering. "Net Book Value" is the amount that results from
subtracting total liabilities from total assets. In this offering, the level of
dilution is increased as a result of the relatively low book value of CME
Realty's issued and outstanding stock. This is due in part because of the common
stock issued to the CME Realty's officer, director, and employee totaling
10,000,000 shares at par value $0.001 per share versus the current offering
price of $0.01 per share. CME Realty's net book value as of February 28, 2013
was $1,444. Assuming all 4,000,000 shares offered are sold, and in effect CME
Realty receives fixed amount of estimated proceeds of this offering from
shareholders, CME Realty's net book value will be approximately $0.0026 per
share. Therefore, any investor will incur an immediate and substantial dilution
of approximately $0.0074 per share while the CME Realty present stockholder will
receive an increase of $0.024 per share in the net tangible book value of the
shares that he holds. This will result in a 25.5% dilution for purchasers of
stock in this offering.

This table represents a comparison of the prices paid by purchasers of the
common stock in this offering and the individual who purchased and received
shares in CME Realty previously:

Maximum
Offering
--------

Book Value Per Share Before the Offering $0.0001
Book Value Per Share After the Offering (1) $0.0026
Net Increase to Original Shareholders $0.0024
Decrease in Investment to New Shareholders $0.0074
Dilution to New Shareholders (%) 25.5%

Note:
(1) Calculations based on after deducting Offering Expenses estimated in
aggregate, at $5,700.

SELLING SHAREHOLDERS

There are no selling shareholders in this offering.

PLAN OF DISTRIBUTION

OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTOR

This is a self-underwritten offering. This Prospectus is part of a Prospectus
that permits our officer and director to sell the Shares directly to the public,
with no commission or other remuneration payable to him for any Shares he sells.
There are no plans or arrangements to enter into any contracts or agreements to
sell the Shares with a broker or dealer. After the effective date of this
prospectus, Mr. Espinosa, the sole officer and director, intends to advertise
through personal contacts, telephone, and hold investment meetings. We do not
intend to use any mass-advertising methods such as the Internet or print media.
Mr. Espinosa will also distribute the prospectus to potential investors at
meetings, to his business associates and to his friends and relatives who are
interested in CME Realty as a possible investment. In offering the securities on
our behalf, Mr. Espinosa will rely on the safe harbor from broker dealer
registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

Mr. Espinosa will not register as a broker-dealer pursuant to Section 15 of the
Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth
the conditions under which a person associated with an Issuer, may participate
in the offering of the Issuer's securities and not be deemed to be a
broker-dealer.

a. Mr. Espinosa is an officer and director and is not subject to a
statutory disqualification, as that term is defined in Section
3(a)(39)of the Act, at the time of his participation;
b. Mr. Espinosa is an officer and director and will not be compensated in
connection with his participation by the payment of commissions or
other remuneration based either directly or indirectly on transactions
in securities;
c. Mr. Espinosa is an officer and director and is not, nor will he be at
the time of his participation in the offering, an associated person of
a broker-dealer; and,
d. Mr. Espinosa is an officer and director and meets the conditions of
paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A)
primarily performs, or is intended primarily to perform at the end of
the offering, substantial duties for or on behalf of our company,
other than in connection with transactions in securities; and (B) is
not a broker or dealer, or been associated person of a broker or
dealer, within the preceding twelve months; and (C) has not
participated in selling and offering securities for any Issuer more
than once every twelve months other than in reliance on Paragraphs
(a)(4)(i) (a) (4) (iii).

Our officer, director, control person and affiliates of same will not purchase
any shares in this offering.

TERMS OF THE OFFERING

CME Realty is offering, on an all-or-none, self-underwritten basis, a fixed
amount of 4,000,000 shares of its common stock.

CME Realty is offering, on an all-or-none, self-underwritten basis, a fixed
amount of 4,000,000 shares of its common stock at a fixed price of $0.01 per
share. The price of $0.01 per share is fixed for the duration of the offering.
There is no minimum number of shares required to be purchased by any individual
investor. This is the initial offering of Common Stock of CME Realty and no
public market exists for the securities being offered. The shares are intended
to be sold directly through the efforts of Carlos Espinosa, our sole officer and
director. No commission or other compensation related to the sale of the shares
will be paid to our officer and director. Mr. Espinosa, intends to place the
offering through personal contacts, telephone, and hold investment meetings. We
do not intend to use any mass-advertising methods such as the Internet or print
media. Mr. Espinosa will also distribute the prospectus to potential investors

at meetings, to his business associates and to his friends and relatives who are
interested in CME Realty as a possible investment. The shares are being offered
for a period not to exceed 180 days. If the all-or-none fixed amount is not
achieved within 180 days of the date of this prospectus, all subscription funds
from the escrow account will be returned to investors promptly without interest
(since the funds are being held in a non-interest bearing account) or deduction
of fees. The offering will terminate when the sale of all 4,000,000 shares is
completed.

For more information, see the section titled "Plan of Distribution" and "Use of
Proceeds" herein.

The subscription proceeds from the sale of the shares in this offering will be
payable to "Law Offices of Joseph Lambert Pittera, Esq., Client Trust Account
f/b/o CME Realty" and will be deposited in a separate (limited to funds received
on behalf of CME Realty) non-interest bearing law office trust bank account
until the all-or-none fixed amount of proceeds are raised. No interest will be
available for payment to either the Company or the investors (since the funds
are being held in a non-interest bearing account). All subscription funds will
be held in trust pending placement of the all-or-none fixed amount of 4,000,000
shares of common stock (see the section titled "Plan of Distribution" herein).
Release of the funds to the Company is based upon our escrow agent, Law Offices
of Joseph Lambert Pittera, Esq., reviewing the records of the depository
institution holding the escrow to verify that that the checks have cleared prior
to releasing the funds to the Company. Written notice will be mailed to each
investor that the fixed amount has been received and the offering proceeds have
been distributed to the Company. All subscription agreements and checks should
be delivered to Law Offices of Joseph Lambert Pittera, Esq. Failure to do so
will result in checks being returned to the investor who submitted the check.
CME Realty's escrow agent, Law Offices of Joseph Lambert Pittera, Esq., acts as
legal counsel for CME Realty and is therefore not an independent third party.

The officer and director of the issuer and any affiliated parties thereof will
not participate in this offering.

There can be no assurance that all, or any, of the shares will be sold. As of
the date of this Prospectus, CME Realty has not entered into any agreements or
arrangements for the sale of the shares with any broker/dealer or sales agent.
However, if CME Realty were to enter into such arrangements, CME Realty will
file a post-effective amendment to disclose those arrangements because any
broker/dealer participating in the offering would be acting as an underwriter
and would have to be so named in the Prospectus.

In order to comply with the applicable securities laws of certain states, the
securities may not be offered or sold unless they have been registered or
qualified for sale in such states or an exemption from such registration or
qualification requirement is available and with which CME Realty has complied.
The purchasers in this offering and in any subsequent trading market must be
residents of such states where the shares have been registered or qualified for
sale or an exemption from such registration or qualification requirement is
available. As of the date of this Prospectus, CME Realty has identified Nevada,
California and Arizona as the states where the offering will be sold.

DEPOSIT OF OFFERING PROCEEDS

The subscription proceeds from the sale of the shares in this offering will be
payable to "Law Offices of Joseph Lambert Pittera, Esq., Client Trust Account
f/b/o CME Realty, Inc." ("Trust Account") and will be deposited in a separate
(limited to funds received on behalf of CME Realty) non-interest bearing law
firm trust bank account. All subscription agreements and checks should be
delivered to "Law Offices of Joseph Lambert Pittera, Esq., 2214 Torrance
Boulevard, Suite 101, Torrance, California 90501. Failure to do so will result
in checks being returned to the investor, who submitted the check. All
subscription funds will be held in the Trust Account pending placement of the
all-or-none fixed amount of securities. No funds shall be released to CME Realty

until such a time as the placement of the all-or-none fixed amount of securities
is achieved (see the section titled "Plan of Distribution" herein). If the fixed
amount of securities is not achieved within 180 days of the date of this
prospectus all subscription funds from the escrow account will be returned to
investors promptly without interest (since the funds are being held in a
non-interest bearing account) or deduction of fees. All subscription agreements
and checks should be delivered to Law Offices of Joseph Lambert Pittera, Esq.
Failure to do so will result in checks being returned to the investor who
submitted the check. CME Realty's escrow agent, Law Offices of Joseph Lambert
Pittera, Esq., acts as legal counsel for CME Realty and is therefore not an
independent third party. The offering will terminate when the sale of all
4,000,000 shares is completed.

The fee of the Escrow Agent is $2,500.00. (See Exhibit 99.2). Our President Mr.
Espinosa, has verbally agreed to pay the Escrow Fee of $2,500. He will not be
reimbursed for this expense from the proceeds raised.

PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION

Prior to the effectiveness of the Registration Statement, the Issuer has not
provided potential purchasers of the securities being registered herein with a
copy of this prospectus. Investors can purchase common stock in this offering by
completing a Subscription Agreement (attached hereto as Exhibit 99.1 and sending
it together with payment in full to "Law Offices of Joseph Lambert Pittera,
Esq., Client Trust Account f/b/o CME Realty" 2214 Torrance Boulevard, Suite 101,
Torrance, California 90501. All payments are required in the form of United
States currency either by personal check, bank draft, bank wire, or by cashier's
check. There is no minimum number of shares required to be purchased by any
individual investor. CME Realty reserves the right to either accept or reject
any subscription. Any subscription rejected will be returned to the subscriber
within five business days of the rejection date. Furthermore, once a
subscription agreement is accepted, it will be executed without reconfirmation
to or from the subscriber. Once CME Realty accepts a subscription, the
subscriber cannot withdraw it.

DESCRIPTION OF SECURITIES TO BE REGISTERED

CME Realty's authorized capital stock consists of nil shares of preferred stock
with a par value $.001, and 75,000,000 shares of common stock with a par value
$.001 per share.

PREFERRED STOCK

CME Realty has no current plans to either issue any preferred stock or adopt any
series, preferences, or other classification preferred stock authorized as
stated in the Articles of Incorporation.

COMMON STOCK

CME Realty's authorized capital stock consists of 75,000,000 shares of common
stock, with a par value of $0.001 per share.

The holders of our common stock:

1. Have equal ratable rights to dividends from funds legally available
therefore, when, as and if declared by the Board of Directors;
2. Are entitled to share ratably in all of assets available for
distribution to holders of common stock upon liquidation, dissolution,
or winding up of corporate affairs;
3. Do not have preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights; and
4. Are entitled to one vote per share on all matters on which
stockholders may vote.

NON-CUMULATIVE VOTING

Holders of CME Realty common stock do not have cumulative voting rights.
Cumulative voting rights are described as holders of more than 50% of the
outstanding shares, voting for the election of directors, can elect all of the
directors to be elected, if they so choose, and, in such event, the holders of
the remaining shares will not be able to elect any of CME Realty directors.

PREEMPTIVE RIGHTS

No holder of any shares of CME Realty stock has preemptive or preferential
rights to acquire or subscribe for any shares not issued of any class of stock
or any unauthorized securities convertible into or carrying any right, option,
or warrant to subscribe for or acquire shares of any class of stock not
disclosed herein.

CASH DIVIDENDS

As of the date of this prospectus, CME Realty has not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of the Board of Directors and will depend upon earnings, if any,
capital requirements and financial position, general economic conditions, and
other pertinent conditions. CME Realty does not intend to pay any cash dividends
in the foreseeable future, but rather to reinvest earnings, if any, in business
operations.

REPORTS

After this offering, CME Realty will furnish its shareholders with annual
financial reports certified by independent accountants, and may, at its
discretion, furnish unaudited quarterly financial reports.

INTERESTS OF NAMED EXPERTS AND COUNSEL

None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.

Our audited financial statements for the period from inception (August 10, 2012)
to February 28, 2013 are included in this prospectus. They were audited by DKM
Certified Public Accountants, 2451 N. McMullen Booth Road, Suite 308,
Clearwater, Florida 33759. We included the financial statements and report in
their capacity as authority and experts in accounting and auditing.

The Law Offices of Joseph Lambert Pittera, Esq., 2214 Torrance Boulevard, Suite
101, Torrance, California 90501, has passed upon the validity of the shares
being offered and certain other legal matters and is representing us in
connection with this offering. The Law Offices of Joseph Lambert Pittera, Esq.
is the named escrow agent for establishing a non-interest bearing bank account
at the branch of Bank of America and bearing the title set forth on the
Information. The Escrow Agent fee is $2,500.00 and is payable upon establishing
the escrow account.

INFORMATION WITH RESPECT TO THE REGISTRANT

GENERAL INFORMATION

CME Realty was incorporated in the State of Nevada on August 10, 2012 under the
same name. Since inception, CME Realty has not generated revenues and has
accumulated losses in the amount of $8,556 as of February 28, 2013. CME Realty
has never been party to any bankruptcy, receivership or similar proceeding, nor
has it undergone any material reclassification, merger, consolidation, purchase
or sale of a significant amount of assets not in the ordinary course of
business.

CME Realty has yet to commence principle planned operations. As of the date of
this Registration Statement, CME Realty has commenced only minimal operations
and has not generated revenues. The Company will not be profitable until it
derives sufficient revenues and cash flows from its business services. CME
Realty believes that, if it obtains the proceeds from this offering, it will be
able to implement the full business plan and conduct business pursuant to the
business plan for the next twelve months.

CME Realty's administrative office is located at 10300 W. Charleston Blvd.,
Suite 213, Las Vegas, Nevada 89135.

CME Realty's fiscal year end is February 28.

BUSINESS OVERVIEW

CME Realty's primary business is real estate services for the Las Vegas
residential market. We plan to hire a team of professionals that will
individually specialize in each of our services. The services we initially plan
to offer include listing and sales of residential properties, short sales and
foreclosures. The Company plans to generate revenues by charging industry
standard commissions and transaction fees when we list a property. Additional
services we plan to generate revenues from include commissions and transaction
fees from short sales and foreclosures. CME shall receive commissions
immediately upon the close of escrow from residential properties, short sales
and foreclosures. Our goal is to become a partner with our clients in the
decision making process. We plan to provide all our professionals with the
latest market knowledge utilizing demographic and mapping technologies and micro
and macro real estate statistics.

We plan to differentiate ourselves from a more traditional real estate agency by
utilizing the strengths of our President and his eleven years of experience in
the real estate industry. While Mr. Espinosa has a comprehensive background in
commercial real estate and commercial real estate investments; he plans to model
CME Realty utilizing the efforts which made him successful in the commercial
market. CME Realty's emphasis will be on relationships with our clients. This
includes establishing relationships, maturing the relationship and nurturing the
relationship. Bank short sales and foreclosures is a sector of the real estate
market we plan to aggressively pursue and Mr. Espinosa has extensive contacts
within the banking industry.

PRODUCT DEVELOPMENT

CME Realty, Inc. has specifically defined its marketed services and plans to
implement its development initially in the Greater as Las Vegas area. Initially,
we plan to focus our efforts on organization, structure and technological
support.

ORGANIZATION

In an effort to attract the best talent available we plan to develop an
attractive commission split package. Coupled with our President Mr. Espinosa's
industry knowledge of compensation plans; we plan to put together an attractive
and creative commission structure and package. His experience in the industry
will enable us to ensure that our commission splits, compensation package and

bonus structure are not only competitive within the industry, but also
attractive enough to entice quality professionals to join our team. Emphasis
will be placed on incentives as we plan to attract quality, high-end producers.

In addition to our attractive compensation package, we plan to develop and
provide a policies and procedures manual which will detail corporate rules, code
of conduct guidelines, and individual job responsibilities. These manuals will
include individual accountability, ethical considerations including professional
conduct, compliance with laws and regulations, devotion of time to company
business, and concerns regarding outside organizations and activities. We feel
it is paramount that we develop these manuals as we strive to attract quality
producing professionals and we believe this will serve multiple purposes. As our
Company will be new to the marketplace, we must portray our Company as one that
is built on a solid foundation and has sound plans to be in the market for the
long-term. Thus we hope this devotion to detail and organizational structure
will enable us to attract and retain the best and brightest talent to realize
their potential while providing superior service to our clients.

CORPORATE STRUCTURE

Creating a sound corporate structure includes providing standardized contracts,
forms and administrative services.

TECHNOLOGY INFRASTRUCTURE

We plan to provide to our team professionals with the latest research and market
information. This includes demographics, mapping technologies, marketing
graphics, market data, and mapping materials.

Our website address is cmerealty.info. We are in the process of developing our
website to include marketing and also an employee only accessible section where
employees can access and share research and market information.

MARKETING

The marketing of our services will be a continually evolving and adapting
effort. Our long-term goal is to brand our company as a professional and
competent real estate services provider. This will be accomplished from the
demeanor we will expect from our professional staff, the corporate image we will
portray on our marketing material, advertising, promotional activities, and our
public relations efforts. Marketing our Company begins with correspondence
cards, mailers, newsletters, and targeted marketing campaigns. We also have the
ability to expose our clients' real estate to a large audience by placing the
listing on multiple listing services. This allows for all Realtors to view and
show the properties for sale from other companies, therefore giving our clients
exposure to more buyers.

As discussed in the Product Development section; we plan to provide our team
members with written, detailed goals and milestones. This marketing and
accountability may not be unique to the market, but it will serve as a template
for success by providing milestones and benchmarks one is expected to achieve.
For example, each week our team professionals will be required to identify a
pre-determined number of listings

We plan to market to banks and lending institutions in an effort to solidify our
development plans for securing market share of foreclosures and short sales. Our
President, Mr. Espinosa, has over 11 years' experience in the real estate market
in southern Nevada and has cultivated relationships with several local and
national banks. The banks have portfolios of short sales and foreclosures and
this is a market we plan to aggressively pursue. Having these relationships is a
primary benefit to acquiring the listings from the banks. Marketing the short
sale or foreclosure product is slightly different from the conventional real
estate listing and we plan to place special emphasis to solidify our endeavor
into this market. Initially we plan to place the listings on the multiple
listing services. We then plan to organize tours to investors and clients who
might be interested in the short sales or foreclosures. This can relate to a
single transaction or a portfolio sale in which a single investor purchases
multiple foreclosures at a time.

GROWTH STRATEGY OF THE COMPANY

We plan to grow the Company by expanding into new market areas and expanding the
services we offer. Expanding into new market areas could include a potential
merger or acquisition, or a joint venture relationship. In our efforts to
attract this type of relationship we plan to emphasize that it would be a
mutually beneficial relationship with long-term benefits. Expanding our services
may include entering the commercial real estate brokerage services sector which
includes services for tenants/occupiers and property owners in the industrial
and retail sectors. Towards the end of our first year of operations we plan to
initiate a two-year business plan incorporating the due diligence we have
derived from our operations to date. This plan will include a growth strategy
into either new market areas or offering additional services.

NEW MARKET EXPANSION

New market expansion plans initially include Reno, Flagstaff, Phoenix and
Tucson. We plan to enter these markets by either merger or acquisition after
evaluating market size, complementing services to our existing structure,
competitive market share, and revenue potential. We plan to identify individual
or non-chain companies and pursue a merger or acquisition, or a joint venture
type arrangement. By this time we hope to have a proven corporate structure and
in our pursuit of mergers or joint venture arrangements we plan to rely on how
this type of arrangement would be mutually beneficial for both parties. We
believe that targeting one new market for expansion every nine months follow our
first full year of operations is a realistic goal.

EXPANDING OUR SERVICES

As discussed above, towards the end of our first year of business we will
evaluate our entire operations and initiate a two year business plan furthering
and expanding the business of the Company and which will include the evaluation
of offering complementing services. These services could include commercial real
estate brokerage services for tenants/occupiers and property owners in the
office, industrial and retail sectors. The industrial sector includes services
such as sales, lease, sublease, and company relocations. Entering this market
requires knowledge of industrial consulting services including infrastructure
design, marketing of specialty buildings, and build-to-suit industrial
facilities. The retail services sector includes a specialty in market
identification, store placement strategy, and market potential on a specialized
level. This is the same skill set that would be required to effectively address
the needs of the retail property owner. The office leasing and sales services we
believe could have the greatest potential based solely on the fact that it is a
larger market segment. This segment also requires the least amount of market
specific expertise as the services professional will address owner/tenant or
owner/investor needs.

Other services we plan to evaluate include possessing the expertise to buy,
sell, syndicating, and land banking for national and private home builders and
commercial developers. This service includes buying and holding land while we
put the effort in to rezone the property for the highest and best use. After the
property is rezoned it can then be sold for a profit. At the present, due to
difficult market conditions, an additional opportunity exists to purchase
distressed properties from sellers that are in a difficult financial position.

COMPETITOR ANALYSIS

The real estate market is vast with many established competitors. The
competition is competent, experienced, and may have greater financial and
marketing resources than we do at the present time. Some of our competitors also
offer a wider scope of services and have greater name recognition within the
industry. These companies also have extensive customer bases and our ability to
compete may be adversely affected by the ability of these competitors to devote
greater resources to their marketing efforts than what is now available to our
company. Our competitors include Prudential, Realty Executives, Century 21,
Re/Max, Coldwell Banker and Realty One Group.

While the market has many established competitors, we feel there is market share
available for our Company as we are not burdened with the overhead that many of
our competitors may have. One of our strategies to acquire market share is to
attract experienced and proven agents and provide them with the tools,
technology and inspiration to be the best professionals in their area of

expertise. We believe that to sustain operations long-term in this market we
must establish a corporate foundation built on solid principles and provide
superior services.

12 MONTH GROWTH STRATEGY AND MILESTONES

The following growth strategy and milestones are based on the estimates made by
management. The Company planned the goals and milestones after deducting
estimated offering expenses estimated to be $5,700. The costs associated with
operating as a public company are included in our budget and management is
responsible for the preparation of the required documents to keep the costs to a
minimum.

The working capital requirements and the projected milestones are approximations
and subject to adjustments. Proceeds raised of $40,000 are budgeted to sustain
operations for a twelve-month period. If we begin to generate profits, we will
increase our marketing and promotional activity accordingly. We estimate
generating revenue approximately six to nine months following closing of the
offering.

Note: The Company planned the milestones based on quarters.

12 MONTH GROWTH STRATEGY AND MILESTONES

The Company planned the goals and milestones based on raising $40,000 through
the offering. We have prudently budgeted the $40,000 to sustain operations for a
twelve-month period. The Company hopes it will start to generate revenue
approximately six months after closing of the public offering.

Note: The Company planned the milestones and estimated expenditures based on
quarters following the closing of the public offering.

QUARTER

0-3 Months (estimated expenditures $6,050)

- Finalize Practices and Procedures Manual with commission splits for
all new agents.
- Develop incentive bonus program given market conditions and
competition for attracting agent candidates.
- Align expense items for full services.
- Initiate marketing material and brochures.
- Develop a recruiting presentation to include branded materials.
- Initiate the development of graphics, marketing, data and mapping
materials portfolio of the CME Realty for recruiting presentation.
- Evaluate and finalize equipment lease/purchases.
- Finalize brokerage, licensing, fees and dues.
- Evaluate advertising and promotional marketing of Company services.
- Evaluate and hire web designer/developer.

4-6 Months (estimated expenditures $8,800)

- Finalize a recruiting presentation to include branded marketing
materials.
- Recruit and hire experienced agents with five or more years of real
estate experience in the Las Vegas market.
- Finalize web site design and content.
- Acquire office space and sign lease.
- Finalize marketing material.
- Initiate marketing and promotional activities at the end of the
quarter.
- Address accounting, audit and legal requirements to remain in
compliance with governmental and regulatory agencies.

7-9 Months (estimated expenditures $8,750)

- Continue with marketing and promotional activities to support the
sales staff.
- Initiate the evaluation of and identifying possible joint venture
opportunities with competitors in complementing businesses.
- Initiate drafting of a two-year business plan utilizing knowledge
gained from the first nine months of operations.

10-12 Months (estimated expenditures $10,700)

- Analyze web-site leads and revenue generating effectiveness and make
necessary adjustments/changes.
- Analyze overall marketing effectiveness and address necessary
deficiencies.
- Evaluate and identify possible joint venture opportunities with
competitors in complementing businesses.
- Finalize detailed two-year marketing and business plan.

PATENTS AND TRADEMARKS

At the present we do not have any patents or trademarks.

NEED FOR ANY GOVERNMENT APPROVAL OF PRODUCTS OR SERVICES

Nevada requires that the Company have a broker's license and a small business
license from the State of Nevada. Mr. Espinosa plans to hire a broker of record
who has a broker's license. Mr. Espinosa currently has a Nevada Real Estate
License and is working on obtaining a Broker's License. All Real Estate Sales
Agents that are hired must obtain a Nevada Real Estate License.

GOVERNMENT AND INDUSTRY REGULATION

We will be subject to federal laws and regulations that relate directly or
indirectly to our operations including securities laws. We will also be subject
to common business and tax rules and regulations pertaining to the operation of
our business.

RESEARCH AND DEVELOPMENT ACTIVITIES

Other than time spent researching our business and proposed markets and
segmentation, the Company has not spent any funds on research and development
activities to date. In the event opportunities arise from our operations, the
Company may elect to initiate research and development activities, but the
Company has no plans for any activities to date.

ENVIRONMENTAL LAWS

Our operations are not subject to any Environmental Laws.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

We currently have one employee, our executive officer, Carlos Espinosa who
currently devotes approximately 15 hours a week to our business and is
responsible for the primary operation of our business. Once the public offering
is closed, Mr. Espinosa plans to spend the time necessary to run the marketing
campaign and direct the primary operations of the business. There are no formal
employment agreements between the company and our current employee.

DESCRIPTION OF PROPERTY

CME Realty uses an administrative office located at 10300 W. Charleston, Blvd.,
Suite 213, Las Vegas, Nevada 89135. Mr. Espinosa, the sole officer and director
of the Company, provides the office space free of charge and no lease exists. We
consider our current principal office space arrangement adequate and will
reassess our needs based upon the future growth of the company.

LEGAL PROCEEDINGS

We are not involved in any pending legal proceeding nor are we aware of any
pending or threatened litigation against us.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No public market currently exists for shares of our common stock. Following
completion of this offering, we intend to apply to have our common stock listed
for quotation on the Over-the-Counter Bulletin Board.

PENNY STOCK RULES

The Securities and Exchange Commission has adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:

- Contains a description of the nature and level of risk in the market
for penny stock in both Public offerings and secondary trading;
- Contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
- Contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- Contains a toll-free number for inquiries on disciplinary actions;
- Defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and,
- Contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:

- The bid and offer quotations for the penny stock;
- The compensation of the broker-dealer and its salesperson in the
transaction;
- 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
- Monthly account statements showing the market value of each penny
stock held in the customer's account.

In addition, the penny stock rules require 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 receive the purchaser's written acknowledgement of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.

REGULATION M

Our officer and director, who will offer and sell the Shares, is aware that she
is required to comply with the provisions of Regulation M promulgated under the
Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation
M precludes the officers and directors, sales agents, any broker-dealer or other
person who participate in the distribution of shares in this offering from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete.

REPORTS

We are subject to certain reporting requirements and will furnish annual
financial reports to our stockholders, certified by our independent accountants,
and will furnish un-audited quarterly financial reports in our quarterly reports
filed electronically with the SEC. All reports and information filed by us can
be found at the SEC website, www.sec.gov.

STOCK TRANSFER AGENT

We currently do not have a stock transfer agent. CME Realty has identified
several agents to retain that will facilitate the processing of the certificates
upon closing of the offering.

SELECTED FINANCIAL DATA

Since the Company qualifies as a smaller reporting company, as defined by ss.
229.10(f)(1), we are not required to provide the information required by this
Item.

SUPPLEMENTARY FINANCIAL INFORMATION

Since the Company qualifies as a smaller reporting company, as defined by ss.
229.10(f)(1), we are not required to provide the information required by this
Item

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

PLAN OF OPERATION

The Company plans to commence operations and execute its business plan as
discussed in the "Use of Proceeds" section upon receipt of the first proceeds
received from the raise. Release of the funds to the Company is based upon our
escrow agent, Law Offices of Joseph Lambert Pittera, Esq., reviewing the records
of the depository institution holding the escrow to verify that that the checks
have cleared prior to releasing the funds to the Company. Until the Company
receives funds from the raise, Mr. Espinosa, our sole office and director, has
agreed to advance the Company funds to meet its obligations. We anticipate the
costs of these obligations could total approximately $9,000 and these advances
will not be repaid from the raised funds. While management estimates $9,000 for
such costs; there is no maximum amount of funds that Mr. Espinosa has agreed to
provide. Mr. Espinosa, because he is the sole officer and director, and although
he has orally agreed to fund such amounts, as the sole officer and director such
agreement is not binding and therefore it is within his sole discretion to
provide such funds.

The Company is an emerging growth company under the Jumpstart Our Business
Startups Act.

The Company shall continue to be deemed an emerging growth company until the
earliest of --

`(C) the date on which such issuer has, during the previous 3-year period,
issued more than $1,000,000,000 in non-convertible debt; or

`(D) the date on which such issuer is deemed to be a `large accelerated filer',
as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any
successor thereto.'.

The Company has irrevocably opted out of the extended transition period for
complying with new or revised accounting standards pursuant to Section 107(b) of
the Act.

PROPOSED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS

The following milestones are based on the estimates made by management. The
Company planned the goals and milestones after deducting estimated offering
expenses estimated to be $5,700. The costs associated with operating as a public
company are included in all our budgeted scenarios and management is responsible
for the preparation of the required documents to keep the costs to a minimum.

The working capital requirements and the projected milestones are approximations
and subject to adjustments. Offering proceeds raised of $40,000 is budgeted to
sustain operations for a twelve-month period. If we begin to generate profits,
we will increase our marketing and sales activity accordingly. We estimate
generating revenue approximately six to nine months following closing of the
offering.

We plan to complete our milestones as follows:

0-3 MONTHS

Management plans to complete due diligence and finalize the corporate planned
structure. Securing a web domain and initiating a web presence are key factors
in our start-up efforts. We have budgeted $1,000 in the Sales and Marketing line
item in the "Use of Proceeds" section to secure a web domain and place an
initial deposit with a web designer. We have not yet identified a web designer
for the development and implementation of our site, but we expect to complete
our due diligence and place a deposit with a web designer within this timeframe.
The Company has budgeted $2,000 as a deposit for Sales and Marketing material
including brochures and flyers that we plan to initiate during this timeframe.
We have budgeted $1,800 in Brokerage, Licensing, Dues, Fees and Insurance line
item in the "Use of Proceeds" section for licenses, dues, fees and insurance
associated with our start-up efforts and in an effort to gain a presence in the
marketplace. The balance of the proceeds budgeted for this timeframe amounts to
$250 is allocated for office supplies and recruitment efforts. The cost for the
Company to keep in compliance is budgeted in the Accounting line item for
$1,000.. Our overall goal for this timeframe is to finalize our corporate
planned structure. This includes finalizing the practices and procedures manual
including industry competitive commission splits and incentives to attract
talented and seasoned agents for each service sector.

4-6 MONTHS

The Company plans to finalize the web site development and implementation at an
additional cost of $1,000. This amount is allocated for in the Sales and
Marketing line item in the "Use of Proceeds" section. The Company also plans to
finalize the marketing and promotional material and we have budgeted $3,000 in
the Sales and Marketing line item for this cost. Based on planned operations and
a successful hiring campaign; the Company anticipates acquiring office space
towards at the end of this quarter and we have budgeted $1,000 for this expense
in the Rent line item of the "Use of Proceeds". Equipment purchases/leases are
expected to cost $1,800 and is budgeted for in the "Use of Proceeds" section.
During this period we expect to incur $1,000 in accounting and audit fees to
remain in compliance with governmental and regulatory agencies. In addition, we
have budgeted $750 in the Legal and Professional line item for any legal issues
we may incur. We have budgeted $250 in the Office and Supplies line item for
office supplies and recruitment efforts. In addition, we plan to further our
efforts to hire experienced agents with five or more commercial real estate
experience in the Las Vegas market. Our overall goal for this timeframe is to
hire agents, finalize our marketing campaign, acquire office space, and prepare
for full operations to start the beginning of next quarter.

7-9 MONTHS

The Company plans to engage our marketing campaign to increase our exposure in
the marketplace. We believe this campaign will support our agents' efforts to
attract customers looking for homes and increase our share of listings. We have
budgeted $2,500 in the Sales and Marketing line item in the "Use of Proceeds"
section towards these efforts during this timeframe. Towards the end of this
quarter, we plan to start generating revenue from our service. The company
anticipates a delay in payment for services rendered and we have planned for
this potential situation in advance. We have budgeted $1,500 in the
Salaries/Contractors line item pay our employees/contractors. An amount of $500
is budgeted in the Sales and Marketing line item in the "Use of Proceeds"
section for lunches and entertainment expenses related to nurturing additional
relationships with banks and lending institutions. The Company has budgeted $250
in the Office and Supplies line item for office supplies and recruitment
efforts. The Company has budgeted $3,000 toward rent for this timeframe. During
this period we expect to incur $1,000 in accounting and audit fees to remain in
compliance with governmental and regulatory agencies. Additional planned
responsibilities include initiating the drafting of a two-year overall business
plan utilizing a commissioned sales force.

10-12 MONTHS

By the fourth quarter of operations, we hope to have a base of clients to
sustain operations. During this timeframe, we plan to analyze our past nine
months of operations including our web sites lead/revenue generating
effectiveness. This review of our operations to date will allow the Company to
make the necessary adjustments and changes to further the growth of the Company.
In addition, this review will provide valuable information for finalizing our
two-year overall business plan with emphasis on expanding into other markets.
The Company has budgeted $2,000 in the Sales and Marketing line item for
continuing our marketing and promoting efforts. We have budgeted an additional
$1,500 for Salaries/Contractors expenses. Rent is budgeted at $3,000 for the
period and we have budged $250 in the Office and Supplies line item. During this
period we expect to incur $3,200 in accounting and audit fees to remain in
compliance with governmental and regulatory agencies. In addition, we have
budgeted $750 in the Legal and Professional line item for any legal expense we
may incur.

NOTE: The Company's planned milestones are based on quarters following the
closing of the offering. We currently consider the foregoing project our
priority and intend to use the proceeds from this offering for such projects.
Any line item amounts not expended completely, as detailed in the Use of
Proceeds, shall be held in reserve as working capital and subject to
reallocation to other line item expenditures as required for ongoing operations.

LIQUIDITY

As of February 28, 2013, we are not aware of any demands, commitments, events or
uncertainties that will result in or that are reasonably likely to result in a
material increases or decreases in our liquidity.

CAPITAL RESOURCES

As of February 28, 2013 we had no material commitments for capital expenditures.

OFF-BALANCE SHEET ARRANGEMENTS

As of February 28, 2013 we had no off-balance sheet arrangements.

CHANGES IN DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

(1) PREVIOUS INDEPENDENT ACCOUNTANTS:

a) On May 21, 2013, the Company dismissed the registered independent
public accountant, Drake Klein Messineo, CPAs PA, of Clearwater
Florida ("DKM").
b) DKM's report, include in this filing, on the financial statements for
the year ended February 28, 2013 and the period from August 10, 2012
(inception) through February 28, 2013 contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to audit
scope or accounting, except that the report contained an explanatory
paragraph stating that there was substantial doubt about the Company's
ability to continue as a going concern.
c) Our Board of Directors participated in and approved the decision to
change independent accountants. Through the period covered by the
financial audit for the year ended February 28, 2013 and through the
current date, there have been no disagreements with DKM on any matter
of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements if not resolved to
the satisfaction of DKM would have caused them to make reference
thereto in their report on the financial statements. During the
periods covered by the financial statement audit for the year ended
February 28, 2013 and through the interim period May 21, 2013 (the
date of dismissal), there have been no disagreements with DKM on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of DKM would have caused them to make
reference thereto in their report on the financial statements.
d) During the years ended February 28, 2013 and the interim period
through May 21, 2013, there have been no reportable events with us as
set forth in Item 304(a)(1)(iv) of Regulation S-K.

(2) SUCCESSOR INDEPENDENT ACCOUNTANTS:

On May 21, 2013, the Company engaged Messineo & Co, CPAs, LLC ("M&Co") of
Clearwater, Florida, as its new registered independent public accountant. During
the year ended February 28, 2013 and prior to May 21, 2013 (the date of the new
engagement), we did not consult with M&Co regarding (i) the application of
accounting principles to a specified transaction, (ii) the type of audit opinion
that might be rendered on the Company's financial statements by M&Co, in either
case where written or oral advice provided by M&Co would be an important factor
considered by us in reaching a decision as to any accounting, auditing or
financial reporting issues or (iii) any other matter that was the subject of a
disagreement between us and our former auditor or was a reportable event (as
described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K,
respectively.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information required under this caption is not required for the Company since it
is a smaller reporting company.

FINANCIAL DISCLOSURE

Our fiscal year end is February 28. We intend to provide financial statements
audited by an Independent Registered Accounting Firm to our shareholders in our
annual reports. The audited financial statements for the period from the Date of
Inception, August 10, 2012, through February 28, 2013 are located in the section
titled "Financial Statements".

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors of the corporation are elected by the stockholders to a term of one
year and serve until a successor is elected and qualified. Officers of the
corporation are appointed by the Board of Directors to a term of one year and
serves until a successor is duly appointed and qualified, or until he or he is
removed from office. The Board of Directors has no nominating, auditing or
compensation committees.

The name, address, age and position of our officer and director is set forth
below:

First Year
Name Age as Director Position
---- --- ----------- --------

Carlos Espinosa * 37 August 2012 President, Chief Executive Officer,
Chief Financial Officer, Secretary,
Treasurer, Principle Accounting
Officer, Sole Director

----------
* For period from August 10, 2012 (date of inception) through current Mr.
Carlos Espinosa is the President, Chief Executive Officer, Chief Financial
Officer, Secretary, Treasurer, Principle Accounting Officer and sole
Director of the Company.

The term of office of each director of the Company ends at the next annual
meeting of the Company's stockholders or when such director's successor is
elected and qualifies. No date for the next annual meeting of stockholders is
specified in the Company's bylaws or has been fixed by the Board of Directors.
The term of office of each officer of the Company ends at the next annual
meeting of the Company's Board of Directors, expected to take place immediately
after the next annual meeting of stockholders, or when such officer's successor
is elected and qualifies.

Directors are entitled to reimbursement for expenses in attending meetings but
receive no other compensation for services as directors. Directors who are
employees may receive compensation for services other than as director. No
compensation has been paid to directors for services.

BACKGROUND INFORMATION ABOUT OUR OFFICER AND DIRECTOR

The following information sets forth the backgrounds and business experience of
the directors and executive officers.

CARLOS ESPINOSA - PRESIDENT, SECRETARY, TREASURER AND DIRECTOR - From March of
2004 through Present, Mr. Espinosa has been the Manager of Plush Properties,
LLC, Las Vegas, Nevada. Plush Properties primary business activity is commercial
real estate investments and Mr. Espinosa responsibilities include management
oversight of the commercial real estate investment activities. From October of
2002 to April of 2004, Mr. Espinosa was the Land Acquisition Manager at Delta
Realty & Investments, Las Vegas, Nevada. Delta Realty is a land investment
company and his responsibilities included researching parcels of commercial and
residential land and preparing offer and acceptance agreements. Prior to 2002,
Mr. Espinosa worked in Las Vegas, Nevada as a Real Estate Sales Associate in
landscape development. Mr. Espinosa graduated from the Southern Nevada School of
Real Estate in December of 2001. Mr. Espinosa is also bilingual in English and
Spanish.

Mr. Espinosa has not held any previous directorships in the past five years.

Mr. Espinosa has not been involved in any legal proceedings in the past ten
years.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to
our President, Secretary, Treasurer, and Director who occupied such position as
of the date of this Prospectus, for all services rendered in all capacities to
us for the period from Inception (August 10, 2012) through February 28, 2013.
The Company does not have employment agreements with any of the persons named
below (and has not presently entered into such agreements with any such
persons), and does not pay them a salary or other compensation at the present
time We also do not currently have any benefits, such as health or life
insurance, available to our employees.

Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------

Carlos Espinosa * -0- -0- -0- -0- -0- -0- -0- -0-
President, CEO,
CFO, Secretary,
Treasurer,
Director

----------
* For period from August 10, 2012 (date of inception) through current.

OPTION GRANTS

There have been no individual grants of stock options to purchase our common
stock made to the executive officer named in the Summary Compensation Table.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE

There have been no stock options exercised by the executive officer named in the
Summary Compensation Table.

LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS

There have been no awards made to a named executive officer in the last
completed fiscal year under any LTIP.

COMPENSATION OF DIRECTORS

Our directors did not receive any compensation for their services as directors
from our inception to the date of this Prospectus. We have no formal plan for
compensating our directors for their services in the future in their capacity as
directors; however we will reimburse any director for out-of-pocket expenses
incurred with board meetings.

EMPLOYMENT CONTRACTS AND OFFICERS' COMPENSATION

Since the Date of Incorporation on August 10, 2012, CME Realty has not
compensated Mr. Espinosa, the President, Secretary and Treasurer. The Board of
Directors will determine future compensation and, as appropriate, employment
agreements executed. We do not have any employment agreements in place with our
sole officer and director.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our common
stock, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of our common stock. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.

We intend to ensure to the best of our ability that all Section 16(a) filing
requirements applicable to our officers, directors and greater than ten percent
beneficial owners are complied within a timely fashion.

The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by our directors, officers and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The table also reflects what the percentage of
ownership will be assuming completion of the sale of all shares in this
offering, which we cannot guarantee. The stockholders listed below have direct
ownership of their shares and possess sole voting and dispositive power with
respect to the shares.

Amount of Percent of Class
Title of Name, Title and Address of Beneficial Beneficial Before After
Class Owner of Shares (1) Ownership (2) Offering Offering (3)
----- ------------------- ------------- -------- ------------

Common Carlos Espinosa, President, CEO, and 10,000,000 100% 71.4%
Director

All Officers and Directors
as a Group 10,000,000 100% 71.4%

----------
1. The address of each executive officer and director is c/o CME Realty, 10300
W. Charleston Blvd., Suite 213, Las Vegas, Nevada 89135.
2. As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or share
investment power with respect to a security (i.e., the power to dispose of,
or to direct the disposition of a security).
3. Assumes the sale of the fixed amount of this offering (4,000,000 shares of
common stock) by CME Realty. The aggregate amount of shares to be issued
and outstanding after the offering is 14,000,000.

FUTURE SALES BY EXISTING

A total of 10,000,000 shares have been issued to the existing stockholder, all
of which are held by our sole officer and director and are restricted
securities, as that term is defined in Rule 144 of the Rules and Regulations of
the SEC promulgated under the Act. Under Rule 144, such shares can be publicly
sold, subject to volume restrictions and certain restrictions on the manner of
sale, commencing one year after their acquisition. Any sale of shares held by
the existing stockholder (after applicable restrictions expire) and/or the sale
of shares purchased in this offering (which would be immediately resalable after
the offering), may have a depressive effect on the price of our common stock in
any market that may develop, of which there can be no assurance.

Our principal shareholder does not have any plans to sell her shares at any time
after this offering is complete.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Carlos Espinosa is our sole officer and director. We are currently operating out
of the office space that Mr. Espinosa provides on a rent-free basis for
administrative purposes. There is no written agreement or other material terms
or arrangements relating to said arrangement.

Ms. Carlos Espinosa is a promoter of the Company and shall receive no
compensation for the placement of the offering.

We do not currently have any conflicts of interest by or among our current
officer, director, key employee or advisors. We have not yet formulated a policy
for handling conflicts of interest, however, we intend to do so upon completion
of this offering and, in any event, prior to hiring any additional employees.

On February 25, 2013 the Company issued 5,000,000 shares of common stock at
$0.001 par value to Carlos Espinosa, the Company's founder, for an equity
investment received in the amount of $5,000.

On February 25, 2013 the Company issued 5,000,000 shares of common stock at
$.001 par value to Carlos Espinosa, the Company's founder, for services
including formation of the Company and for work performed over the last seven
months developing and furthering the business of the Company. These services
were valued in the amount of $5,000.

In support of the Company's efforts and cash requirements, it is relying on
advances from related parties until such time that the Company can support its
operations or attains adequate financing through sales of its equity or
traditional debt financing. These amounts would represent advances or amounts
paid in satisfaction of certain liabilities as they come due. The advances may
be considered temporary in nature and may not be formalized by a promissory
note. The Company does not have any advances by related parties that are
currently outstanding.

The Company plans to commence operations and execute its business plan as
discussed in the "Use of Proceeds" section upon receipt of the first proceeds
received from the raise. Release of the funds to the Company is based upon our
escrow agent, Law Offices of Joseph Lambert Pittera, Esq., reviewing the records
of the depository institution holding the escrow to verify that that the checks
have cleared prior to releasing the funds to the Company. Until the Company
receives funds from the raise, Mr. Espinosa, our sole office and director, has
agreed to advance the Company funds to meet its obligations. We anticipate the
costs of these obligations could total approximately $9,000 and these advances
will not be repaid from the raised funds. While management estimates $9,000 for
such costs; there is no maximum amount of funds that Mr. Espinosa has agreed to
provide. Mr. Espinosa, because he is the sole office and direct, and although he
has orally agreed to fund such amounts, as the sole officer and director such
agreement is not binding and therefore it is within his sole discretion to
provide such funds.

The majority shareholder has pledged his support to fund continuing operations;
however there is no written commitment to this effect. The Company is dependent
upon the continued support of this member.

The Company utilizes space provided by the majority shareholder without charge.
Rent was $0 for all periods presented.

The Company does not have an employment contract with its key employee, the sole
shareholder who is the Chief Executive Officer and Chief Financial Officer.

The amounts and terms of the above transactions may not necessarily be
indicative of the amounts and terms that would have been incurred had comparable
transactions been entered into with independent third parties.

MATERIAL CHANGES

The Company has not incurred any material changes as of the date of this
offering.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We have filed a registration statement on Form S-1, of which this prospectus is
a part, with the U.S. Securities and Exchange Commission. Upon completion of the
registration, we will be subject to the informational requirements of the
Exchange Act and, in accordance therewith, will file all requisite reports, such
as Forms 10-K, 10-Q, and 8-K, proxy statements, under Section 14 of the Exchange
Act and other information with the Commission. Such reports, proxy statements,
this registration statement and other information, may be inspected and copied
at the public reference facilities maintained by the Commission at 100 F Street,
NE, Washington, D.C. 20549. Copies of all materials may be obtained from the
Public Reference Section of the Commission's Washington, D.C. office at
prescribed rates. You may obtain information regarding the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission also
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission at http://www.sec.gov.

DISCLOSURE OF COMMISSION POSITION IN INDEMNIFICATION FOR
SECURITIES ACT LIABLIITIES

Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his/her position, if he/she acted in good faith
and in a manner he reasonably believed to be in our best interest. In certain
cases, we may advance expenses incurred in defending any such proceeding. To the
extent that the officer or director is successful on the merits in any such
proceeding as to which such person is to be indemnified, we must indemnify him
against all expenses incurred, including attorney's fees. With respect to a
derivative action, indemnity may be made only for expenses actually and
reasonably incurred in defending the proceeding, and if the officer or director
is judged liable, only by a court order. The indemnification is intended to be
to the fullest extent permitted by the laws of the State of Nevada.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.

CME REALTY, INC.
(A Development Stage Company)
Financial Statements
For the Period Ended February 28, 2013

Page
----
FINANCIAL STATEMENTS:

Report of Independent Registered Public Accounting Firm F-2

Balance Sheet F-3

Statement of Operations F-4

Statement of Stockholder's Equity/(Deficit) F-5

Statement of Cash Flows F-6

Notes to the Audited Financial Statements F-7

F-1

[LETTERHEAD OF DKM CERTIFIED PUBLIC ACCOUNTANTS]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
CME Realty Inc.
Las Vegas, Nevada 89135

We have audited the accompanying balance sheet of CME Realty Inc. (the
"Company") as of February 28, 2013 and the related statement of operations,
stockholder's equity and cash flows for the period from August 10, 2012 (date of
inception) through February 28, 2013. 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.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CME Realty Inc. as of February
28, 2013 and the results of its operations and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has incurred a loss, has not generated
revenue, has not emerged from the development stage, and may be unable to raise
further equity. These factors raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ DKM Certified Public Accountants
-----------------------------------------
Clearwater, Florida
April 10, 2013

F-2

CME REALTY INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET

February 28, 2013
-----------------
ASSETS

CURRENT ASSETS
Cash $ 5,000
--------
TOTAL CURRENT ASSETS 5,000
--------

TOTAL ASSETS $ 5,000
========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities $ 3,250
Due to Related Party 306
--------
TOTAL CURRENT LIABILITIES 3,556
--------
COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS' EQUITY
Common Stock, $0.001 par value
Authorized
75,000,000 Shares of Common Stock, $0.001 par value,
Issued and outstanding
10,000,000 Shares of Common Stock at $0.001 per
share at February 28, 2013 10,000
Deficit Accumulated During the Development Stage (8,556)
--------
TOTAL STOCKHOLDERS' EQUITY 1,444
--------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,000
========

The auditors' report and accompanying notes are an integral
part of these financial statements.

F-3

CME REALTY INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS

Cumulative results
from August 10, 2012
(date of inception) to
February 28, 2013
-----------------
REVENUE
Revenues $ --
--------
TOTAL REVENUES --
--------
EXPENSES
General & Administrative 306
Professional Fees 8,250
--------
TOTAL EXPENSES 8,556
--------
Provision for income taxes --
--------

NET LOSS $ (8,556)
========

BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.03)
========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 295,567
========

The auditors' report and accompanying notes are an integral
part of these financial statements.

F-4

CME REALTY INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FROM AUGUST 10, 2012 (DATE OF INCEPTION) TO FEBRUARY 28, 2013

Deficit
Common Stock Accumulated
---------------------- Additional During the
Number of Paid-in Development
shares Amount Capital Stage Total
------ ------ ------- ----- -----

Inception (August 10, 2012) -- $ -- $ -- $ -- $ --
----------- --------- ------ -------- --------
Founder's shares issued for
cash at $0.001 per share on
February 21, 2013 5,000,000 5,000 -- -- 5,000

Shares issued for Services
at $0.001 per share on
February 25, 2013 5,000,000 5,000 -- -- 5,000

Net loss February 28, 2013 -- -- -- (8,556) (8,556)
----------- --------- ------ -------- --------

BALANCE, FEBRUARY 28, 2013 10,000,000 $ 10,000 $ -- $ (8,556) $ 1,444
=========== ========= ====== ======== ========

The auditors' report and accompanying notes are an integral
part of these financial statements

F-5

CME REALTY INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS

Cumulative
results from
August 10, 2012
(date of inception) to
February 28, 2013
-----------------
OPERATING ACTIVITIES
Net loss $ (8,556)
Non cash adjustments:
Shares issued for services 5,000
Change in Operating Assets and Liabilities:
Increase (decrease) in Accounts Payable and
Accrued Expenses 3,250
Due to Related Party 306
--------
NET CASH USED IN OPERATING ACTIVITIES --
--------
FINANCING ACTIVITIES
Issuance of Common Stock 5,000
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,000
--------
NET INCREASE (DECREASE) IN CASH 5,000
CASH, BEGINNING OF PERIOD --
--------

CASH, END OF PERIOD $ 5,000
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for Interest and taxes:
Non Cash activities:
Common Stock Issued for Services $ 5,000
========

The auditors' report and accompanying notes are an integral
part of these financial statements.

F-6

CME REALTY INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
FEBRUARY 28, 2013

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

CME Realty, Inc. was formed in the state of Nevada on August 10, 2012 and its
year-end is February 28. We are a development stage company with a principle
business of real estate services for the residential market. The Company plans
to hire a team of professionals that will individually specialize in each of our
services. The services we initially plan to offer include listing and sales of
residential properties, short sales and foreclosures. Our goal is to become a
partner with our clients in the decision making process. We plan to provide all
our professionals with the latest market knowledge utilizing demographic and
mapping technology and micro and macro real estate statistics.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the period ended February 28,
2013, the Company had no operations. As of February 28, 2013 the Company had not
emerged from the development stage. In view of these matters, the Company's
ability to continue as a going concern is dependent upon the Company's ability
to begin operations and to achieve a level of profitability. The Company intends
on financing its future development activities and its working capital needs
largely from the sale of public equity securities with some additional funding
from other traditional financing sources, including term notes until such time
that funds provided by operations are sufficient to fund working capital
requirements. The financial statements of the Company do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going concern.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Financial Statements and related disclosures have been prepared pursuant to
the rules and regulations of the SEC. The Financial Statements have been
prepared using the accrual basis of accounting in accordance with Generally
Accepted Accounting Principles ("GAAP") of the United States (See Note 2
regarding the assumption that the Company is a "going concern").

USE OF ESTIMATES AND ASSUMPTIONS

Preparation of the financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

For the purposes of the financial statements, cash equivalents include all
highly liquid investments with maturity of three months or less. At February 28,
2013, the Company had $5,000 in cash and cash equivalents.

INCOME TAXES

F-7

those temporary differences is expected to occur. We recognize the effect on
deferred tax assets and liabilities of any change in income tax rates in the
period that includes the enactment date. We record a valuation allowance to
reduce deferred tax assets if it is more likely than not that some portion or
all of the deferred tax assets will not be realized.

A tax benefit from an uncertain tax position may be recognized only if it is
more likely than not that the tax position will be sustained on examination by
the taxing authorities. The determination is based on the technical merits of
the position and presumes that each uncertain tax position will be examined by
the relevant taxing authority that has full knowledge of all relevant
information. Although we believe the estimates are reasonable, no assurance can
be given that the final outcome of these matters will not be different than what
is reflected in the historical income tax provisions and accruals.

EARNINGS (LOSS) PER SHARE

The Company computes basic and diluted earnings per share amounts in accordance
with ASC Topic 260, EARNINGS PER SHARE. Basic earnings per share is computed by
dividing net income (loss) available to common shareholders by the weighted
average number of common shares outstanding during the reporting period. Diluted
earnings per share reflects the potential dilution that could occur if stock
options and other commitments to issue common stock were exercised or equity
awards vest resulting in the issuance of common stock that could share in the
earnings of the Company.

FAIR VALUE OF FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS

The Company's balance sheet includes certain financial instruments. The carrying
amounts of current assets and current liabilities approximate their fair value
because of the relatively short period of time between the origination of these
instruments and their expected realization.

ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES, defines fair value as the
exchange price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous market for the
asset or liability in an orderly transaction between market participants on the
measurement date. ASC 820 also establishes a fair value hierarchy that
distinguishes between (1) market participant assumptions developed based on
market data obtained from independent sources (observable inputs) and (2) an
entity's own assumptions about market participant assumptions developed based on
the best information available in the circumstances (unobservable inputs). The
fair value hierarchy consists of three broad levels, which gives the highest
priority to unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:

* Level 1 - Unadjusted quoted prices in active markets that are
accessible at the measurement date for identical, unrestricted assets
or liabilities

* Level 2 - Inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly or
indirectly, including quoted prices for similar assets or liabilities
in active markets; quoted prices for identical or similar assets or
liabilities in markets that are not active; inputs other than quoted
prices that are observable for the asset or liability (e.g., interest
rates); and inputs that are derived principally from or corroborated
by observable market data by correlation or other means.

F-8

* Level 3 - Inputs that are both significant to the fair value
measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2012. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values due to the short-term nature of these
instruments.

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 - RELATED PARTY

At February 28, 2013, the President has paid expenses on behalf of the Company
in the amount of $306. The advance is payable on demand and carries no interest.

PROPERTY

The Company does not own or rent any property. The office space is provided by
the CEO at no charge.

NOTE 5 - CAPITAL STOCK

Common Stock

The Company is authorized to issue an aggregate of 75,000,000 common shares with
a par value of $0.001 per share. No preferred shares have been authorized or
issued. At February 28, 2013, 10,000,000 common shares are issued and
outstanding.

On February 21, 2013, the Company issued 5,000,000 Founder's shares at $0.001
per share (par value) for total cash of $5,000.

On February 25, 2013, the Company issued 5,000,000 shares for services provided
since inception. These shares were issued at par value ($0.001 per share) for
services valued at $5,000.

There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.

NOTE 6 - INCOME TAXES

We record deferred tax assets and liabilities for future income tax consequences
that are attributable to differences between financial statement carrying
amounts of assets and liabilities and their income tax bases. The measurement of
deferred tax assets and liabilities is based on enacted tax rates that are
expected to apply to taxable income in the year when settlement or recovery of
those temporary differences is expected to occur. We recognize the effect on
deferred tax assets and liabilities of any change in income tax rates in the
period that includes the enactment date. We record a valuation allowance to
reduce deferred tax assets if it is more likely than not that some portion or
all of the deferred tax assets will not be realized.

F-9

The components of the Company's deferred tax asset and reconciliation of income
taxes computed at the statutory rate to the income tax amount recorded as of
2013 is as follows:

February 28, 2013
-----------------

Net operating loss carry forward $ 8,556
Effective Tax rate 34%
--------
Deferred Tax Assets 2,909
Less: Valuation Allowance (2,909)
--------

Net deferred tax asset $ 0
========

The net operating loss carry forward will begin expiring in 2033. This carry
forward may be limited upon the consummation of a business combination under IRC
Section 381.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Company follows ASC 450-20, LOSS CONTINGENCIES, to report accounting for
contingencies. Liabilities for loss contingencies arising from claims,
assessments, litigation, fines and penalties and other sources are recorded when
it is probable that a liability has been incurred and the amount of the
assessment can be reasonably estimated. There were no commitments or
contingencies as of February 28, 2013.

NOTE 8 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through April 8, 2013, the date the
financial statements were available to be issued.

Management is not aware of any significant events that occurred subsequent to
the balance sheet date that would have a material effect on the financial
statements thereby requiring adjustment or disclosure.

F-10

DEALER PROSPECTUS DELIVERY OBLIGATION

"UNTIL___________________________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses payable by CME Realty in
connection with registering the sale of the common stock. CME Realty has agreed
to pay all costs and expenses in connection with this offering of common stock.
Set for the below is the estimated expenses of issuance and distribution,
assuming the all-or-none fixed amount of offering proceeds are raised.

Legal and Professional Fees $1,500
Accounting Fees $3,000
Edgar Fees $ 800
Blue Sky Qualifications $ 400
------

Total: $5,700
======

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

CME Realty's Articles of Incorporation and Bylaws provide for the
indemnification of a present or former director or officer. CME Realty
indemnifies any director, officer, employee or agent who is successful on the
merits or otherwise in defense on any action or suit. Such indemnification shall
include, but not necessarily be limited to, expenses, including attorney's fees
actually or reasonably incurred by him. Nevada law also provides for
discretionary indemnification for each person who serves as or at CME Realty
request as an officer or director. CME Realty may indemnify such individual
against all costs, expenses, and liabilities incurred in a threatened, pending
or completed action, suit, or proceeding brought because such individual is a
director or officer. Such individual must have conducted himself/herself in good
faith and reasonably believed that his/her conduct was in, or not opposed to,
CME Realty's best interests. In a criminal action, he/she must not have had a
reasonable cause to believe his/her conduct was unlawful.

NEVADA LAW

Pursuant to the provisions of Nevada Revised Statutes 78.751, CME Realty shall
indemnify any director, officer and employee as follows: Every director,
officer, or employee of CME Realty shall be indemnified by us against all
expenses and liabilities, including counsel fees, reasonably incurred by or
imposed upon him/her in connection with any proceeding to which he/he may be
made a party, or in which he/he may become involved, by reason of being or
having been a director, officer, employee or agent of CME Realty or is or was
serving at the request of CME Realty as a director, officer, employee or agent
of CME Realty, partnership, joint venture, trust or enterprise, or any
settlement thereof, whether or not he/he is a director, officer, employee or
agent at the time such expenses are incurred, except in such cases wherein the
director, officer, employee or agent is adjudged guilty of willful misfeasance
or malfeasance in the performance of his/her duties; provided that in the event
of a settlement the indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as being for the best
interests of CME Realty. CME Realty shall provide to any person who is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of CME Realty as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of a suit, litigation or other proceedings which is
specifically permissible under applicable law.

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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.

On February 25, 2013 the Company issued 5,000,000 shares of common stock at
$0.001 par value to Carlos Espinosa, the Company's founder for an equity
investment of $5,000.

These securities were issued in reliance upon the exemption contained in Section
4(2) of the Securities Act of 1933.

ITEM 16. EXHIBITS

The following exhibits are included with this registration statement:

Exhibit Number. Name/Identification of Exhibit
--------------- ------------------------------
3.1 Articles of Incorporation *
3.2 Bylaws *
5 Opinion of Joseph Lambert Pittera, Esq. *
23.1 Consent of Independent Auditor
23.2 Consent of Counsel (See Exhibit 5) *
99.1 Subscription Agreement *
99.2 Escrow Agreement *

----------
* Previously filed.

ITEM 17. UNDERTAKINGS

The undersigned hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to:

(i) include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;

(ii) reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424 (b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

(iii)include any additional or changed material information on the plan of
distribution.

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(2) that for determining liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) to file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

(4) that for determining liability of the undersigned small business issuer
under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned small business issuer undertakes that in a primary
offering of securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned small
business issuer will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned small
business issuer relating to the offering required to be filed pursuant
to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned small business issuer or used or referred to
by the undersigned small business issuer;

(iii)The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned small
business issuer or its securities provided by or on behalf of the
undersigned small business issuer; and

(iv)Any other communication that is an offer in the offering made by the
undersigned small business issuer to the purchaser

(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. PROVIDED, HOWEVER, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to the directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a directors,
officers or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada
on June 27, 2013.

CME REALTY
(Registrant)

By: /s/ Carlos Espinosa
-----------------------------------
Carlos Espinosa
President, Chief Executive Officer,
Chief Financial Officer, Principal
Accounting Officer, Secretary,
Treasurer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement was signed by the following persons in the capacities and on the dates
indicated:

Signature Title Date
--------- ----- ----

/s/ Carlos Espinosa
----------------------------- President, Chief Executive Officer, June 27, 2013
Carlos Espinosa Chief Financial Officer, Principal
Accounting Officer, Secretary,
Treasurer and Director

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South Beach Spirits, Inc. - FORM S-1/A - June 27, 2013

Attached files

South Beach Spirits, Inc. Reports