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EX-10.1 - ADVISORY SERVICES AGREEMENT - eFleets Corpv351769_ex10-1.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): July 30, 2013

 

NUMBEER, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 333-153172 26-2374319
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

 

7660 Pebble Drive, Fort Worth, Texas 76118
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (817) 616-3161

 

112 North Curry Street, Carson City, Nevada 89703

(Former name or former address, if changed since last report)

 

Copies to:

 

Margaret E. Holland

Holland, Johns & Penny, L.L.P.

306 West Seventh Street, Suite 500

Fort Worth, Texas 76102

Tel: (817) 335-1050

Fax: (817) 332-3140

 

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

 

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

 

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

 

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

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

 
 

 

Table of Contents

 

8-K - FORM 8-K

Item 1.01 - Entry into a Material Definitive Agreement

Item 3.02 - Unregistered Sales of Equity Securities

Item 9.01 - Exhibits

SIGNATURES

EXHIBIT INDEX

 

EX-10.1 (EXHIBIT 10.1)

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On July 30, 2013 Numbeer, Inc. (the “Company”) entered into an advisory services agreement (the “Agreement”) with a FINRA (Financial Industry Regulatory Authority) member firm (the “FIRM”), pursuant to which the Company engaged the FIRM as a non-exclusive financial advisor to provide financial advisory services, such as assisting the Company in developing and evaluating financing plans and strategic and financial alternatives, for a period of one year. The discussion is qualified in its entirety by the full text of the Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

 

The Company has agreed to issue 158,933 shares of the Company’s Common Stock in consideration for the services to be provided to the Company under the terms of the Agreement (the ” Shares”) after the filing of the Information Statement and the subsequent filing of the Amendment whereby the Company will effect a forward split.

 

The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent the registration or an applicable exemption from the registration requirements of the Securities Act. The issuances are exempt from the registration requirements of the Securities Act, pursuant to Regulation D and/or Section 4(2).

 

Item 3.02 Unregistered Sales of Equity Securities

 

The information provided in Item 1.01 regarding the issuance of the Shares and is hereby incorporated by reference into this Item 3.02.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No. Description
   
10.1 Advisory Services Agreement between Numbeer, Inc. and its subsidiary Good Earth Energy Conservation, Inc. and affiliates and a FINRA member firm dated July 30, 2013.

 

 
 

 

SIGNATURES

 

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

 

 

 

NUMBEER, INC. 

   
   
Date: July 30, 2013 By: /s/ JAMES R. EMMONS
 

Name: James R. Emmons

Title: President and CEO

(Principal Executive Officer)

 

 
 

 

EXHIBIT INDEX

 

Exhibit No. Description
   
10.1 Advisory Services Agreement between Numbeer, Inc. and its subsidiary Good Earth Energy Conservation, Inc. and affiliates and a FINRA member firm dated July 30, 2013.