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EX-32.1 - EXHIBIT 32.1 - eFleets Corpv360658_ex32-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2013
Commission File Number: 333-153172
 
NUMBEER, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
26-2374319
(State or other jurisdiction)
(IRS Employer Identification No.)
of incorporation or organization)
 
 
 
7660 Pebble Drive, Fort Worth, Texas
76118
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code:  (817) 616-3161
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  x     No  ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  ¨     No  x
 
Indicate by check mark whether the registrant is a larger accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one)
 
Large accelerated filer  ¨
Accelerated filer  ¨
Non-accelerated filer  ¨
Smaller reporting company  x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨     No  x
 
The number of shares outstanding of the Registrant's Common Stock as of November 19, 2013 was 8,437,059 shares of common stock, $0.001 par value, issued and outstanding.
 
 
 
INDEX
 
 
 
Page
 
 
Number
 
PART I - FINANCIAL INFORMATION
 
 
 
 
Item 1
Financial Statements
 
 
 
Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
19 
 
 
 
Item 3
Quantitative and Qualitative Disclosures About Market Risk
24 
 
 
 
Item 4
Controls and Procedures
24 
 
 
 
 
PART II - OTHER INFORMATION
 
 
 
 
Item 1
Legal Proceedings
25 
 
 
 
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
25 
 
 
 
Item 3
Defaults Upon Senior Securities
25 
 
 
 
Item 4
Mine Safety Disclosures
25 
 
 
 
Item 5
Other Information
25 
 
 
 
Item 6
Exhibits
25 
 
 
2

 
Numbeer, Inc.
 
(A Development Stage Company)
 
Index to the Financial Statements
 
Contents
 
Page(s)
 
 
 
Balance Sheets as of September 30, 2013 (Unaudited) and December 31, 2012
 
 4
 
 
 
Statements of Operations for the Nine Months Ended September 30, 2013 and 2012 and for the Period from January 30, 2006 (Inception) through September 30, 2013 (Unaudited)
 
 5
 
 
 
Statements of Operations for the Three Months Ended September  30, 2013 and 2012 (Unaudited)
 
 6
 
 
 
Statement of Stockholders’ Equity (Deficit) for the Period from January 30, 2006 (Inception) through September  30, 2013 (Unaudited)
 
 7
 
 
 
Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 and for the Period from January 30, 2006 (Inception) through September 30, 2013 (Unaudited)
 
 8
 
 
 
Notes to the Financial Statements (Unaudited)
 
 9-18
 
 
3

 
Numbeer, Inc.
(A Development Stage Company)
Balance Sheets
 
 
 
September 30,
2013
 
December 31,
2012
 
 
 
(Unaudited)
 
 
 
 
Assets
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
Cash and Cash Equivalents
 
$
35,515
 
$
166,820
 
Prepaid expenses
 
 
0
 
 
5,650
 
Accounts Receivable
 
 
76,788
 
 
53,662
 
Raw Materials
 
 
87,412
 
 
138,245
 
Work in Progress
 
 
24,364
 
 
-
 
 
 
 
 
 
 
 
 
Total current assets
 
 
224,079
 
 
364,377
 
Property and Equipment
 
 
 
 
 
 
 
Leasehold Improvements
 
 
32,665
 
 
0
 
Office Furniture and Fixtures
 
 
126,186
 
 
110,737
 
Machinery and Equipment
 
 
85,149
 
 
95,869
 
Autos and Trucks
 
 
95,542
 
 
95,542
 
Accumulated Depreciation
 
 
(141,424)
 
 
(121,219)
 
 
 
 
 
 
 
 
 
Total Property and Equipment – Net
 
 
198,118
 
 
180,929
 
 
 
 
 
 
 
 
 
Deposits
 
 
6,200
 
 
6,200
 
 
 
 
 
 
 
 
 
Total assets
 
$
428,397
 
$
551,506
 
 
 
 
 
 
 
 
 
Liabilities and stockholders' equity (deficit)
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable and accrued expenses
 
$
1,091,392
 
$
215,671
 
Accrued Interest
 
 
365,558
 
 
197,825
 
Advance payment from customer
 
 
113,008
 
 
0
 
Short-term notes
 
 
175,000
 
 
0
 
Convertible Notes – Current Portion
 
 
1,280,000
 
 
750,000
 
Current Maturities of long-term debt
 
 
714,244
 
 
265,338
 
 
 
 
 
 
 
 
 
Total current liabilities
 
 
3,739,202
 
 
1,428,834
 
 
 
 
 
 
 
 
 
Convertible Notes Payable, less current maturities
 
 
1,669,010
 
 
1,919,010
 
Long-term debt, less current maturities
 
 
31,704
 
 
493,078
 
 
 
 
 
 
 
 
 
Total Long Term Liabilities
 
 
1,700,714
 
 
2,412,088
 
 
 
 
 
 
 
 
 
Total Liabilities
 
 
5,439,916
 
 
3,840,922
 
 
 
 
 
 
 
 
 
Commitments and Contingencies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stockholders' equity (deficit)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock: $0.001 par value: 75,000,000 shares authorized; 8,377,459 shares
issued and outstanding at September 30, 2013 and $0.01 par value, 50,000,000
authorized, and 18,202,139 issued and outstanding at December 31, 2012
 
 
8,377
 
 
182,021
 
Additional paid-in capital
 
 
7,155,849
 
 
5,844,059
 
Deficit accumulated during the development stage
 
 
(12,175,745)
 
 
(9,315,496)
 
 
 
 
 
 
 
 
 
Total stockholders' equity (deficit)
 
 
(5,011,519)
 
 
(3,289,416)
 
 
 
 
 
 
 
 
 
Total liabilities and stockholders' equity (deficit)
 
$
428,397
 
$
551,506
 
 
See accompanying notes to the financial statements.
 
 
4

 
Numbeer, Inc.
(A Development Stage Company)
Statements of Operations
Unaudited
 
 
 
For the Nine
Months Ended
September 30,
2013
 
For the Nine
Months Ended
September 30,
2012
 
For the Period
from January 30,
2006 (inception)
through September
30, 2013
 
 
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
Revenues earned during the development stage
 
$
222,885
 
$
256,403
 
$
548,153
 
Cost of Sales
 
 
(869,711)
 
 
(816,019)
 
 
(1,815,118)
 
Gross Profit/ (Loss)
 
 
(646,826)
 
 
(559,616)
 
 
(1,266,965)
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
 
 
Professional fees
 
 
217,344
 
 
64,400
 
 
652,904
 
Compensation
 
 
873,635
 
 
944,970
 
 
3,000,047
 
Stock based compensation expense
 
 
295,955
 
 
0
 
 
2,012,443
 
Research & Development
 
 
35,265
 
 
52,857
 
 
1,245,550
 
Other operating expenses
 
 
562,083
 
 
815,490
 
 
5,994,712
 
 
 
 
 
 
 
 
 
 
 
 
Total operating expenses
 
 
1,984,282
 
 
1,877,717
 
 
12,905,656
 
 
 
 
 
 
 
 
 
 
 
 
Loss from operations
 
 
(2,631,108)
 
 
(2,437,333)
 
 
(14,172,621)
 
 
 
 
 
 
 
 
 
 
 
 
Other Income and expense
 
 
 
 
 
 
 
 
 
 
Interest income
 
 
18
 
 
536
 
 
41,315
 
Other Income
 
 
-
 
 
-
 
 
2,750,563
 
Interest expense
 
 
(229,159)
 
 
(162,345)
 
 
(795,002)
 
 
 
 
 
 
 
 
 
 
 
 
Total Other Income and Expense
 
 
(229,141)
 
 
(161,809)
 
 
1,996,876
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
$
(2,860,249)
 
$
(2,599,142)
 
$
(12,175,745)
 
 
 
 
 
 
 
 
 
 
 
 
Net loss per common share:
 
 
 
 
 
 
 
 
 
 
- Basic and diluted
 
$
(.20)
 
$
(.17)
 
$
(.88)
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding
 
 
 
 
 
 
 
 
 
 
- basic and diluted
 
 
14,028,082
 
 
15,650,899
 
 
13,865,773
 
 
See accompanying notes to the financial statements.
 
 
5

 
Numbeer, Inc.
(A Development Stage Company)
Statements of Operations
Unaudited
 
 
 
For the Three
 
For the Three 
 
 
 
Months
 
Months
 
 
 
Ended
 
Ended
 
 
 
September 30,
 
September 30,
 
 
 
2013
 
2012
 
 
 
(Unaudited)
 
(Unaudited)
 
 
 
 
 
 
 
 
 
Revenues earned during the development stage
 
$
103,712
 
$
172,540
 
Cost of Sales
 
 
(488,598)
 
 
(613,297)
 
Gross Profit (Loss)
 
 
(384,886)
 
 
(440,757)
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
Professional fees
 
 
52,968
 
 
36,010
 
Compensation expense
 
 
320,231
 
 
331,462
 
Stock based compensation expense
 
 
148,494
 
 
0
 
Research & Development
 
 
11,523
 
 
9,527
 
Other operating expenses
 
 
171,227
 
 
262,222
 
 
 
 
 
 
 
 
 
Total operating expenses
 
 
704,443
 
 
639,221
 
 
 
 
 
 
 
 
 
Net Loss from operations
 
 
(1,089,329)
 
 
(1,079,978)
 
 
 
 
 
 
 
 
 
Other Income and Expense
 
 
 
 
 
 
 
Interest Income
 
 
0
 
 
78
 
Other Income
 
 
0
 
 
 
 
Interest expense
 
 
(80,594)
 
 
(108,181)
 
 
 
 
 
 
 
 
 
Total Other Income and Expense
 
 
(80,594)
 
 
(108,103)
 
 
 
 
 
 
 
 
 
Net loss
 
 
(1,169,923)
 
 
(1,188,081)
 
 
 
 
 
 
 
 
 
Net loss per common share:
 
 
 
 
 
 
 
- Basic and diluted
 
$
(.14)
 
$
(.07)
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding
 
 
 
 
 
 
 
- basic and diluted
 
 
8,367,529
 
 
16,116,098
 
 
 See accompanying notes to the financial statements.
 
 
6

 
Numbeer, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
For the Period from January 30, 2006 (Inception) through September 30, 2013
(Unaudited)
 
 
 
Shares
 
Capital
Stock
 
Additional
Paid-in
Capital
 
Deficit
Accumulated
During The
Development
Stage
 
Total
Stockholders’
Equity
(Deficit)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, January 30, 2006 (Inception)
 
 
-
 
$
-
 
$
-
 
$
-
 
$
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, January 2006
 
 
11,362,500
 
 
113,625
 
 
970,236
 
 
-
 
 
1,083,861
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, July 2007
 
 
40,000
 
 
400
 
 
99,600
 
 
-
 
 
100,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, January 2008
 
 
255,000
 
 
2,550
 
 
8,925
 
 
-
 
 
11,475
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, June 2008
 
 
200,000
 
 
2,000
 
 
498,000
 
 
-
 
 
500,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, October 2008
 
 
1,038,598
 
 
10,386
 
 
(10,386)
 
 
-
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, April 2009
 
 
720,000
 
 
7,200
 
 
(7,200)
 
 
-
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Conversion of notes payable to common stock, July 2010
 
 
1,500,000
 
 
15,000
 
 
597,099
 
 
-
 
 
612,099
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, September 2010
 
 
500,000
 
 
5,000
 
 
245,000
 
 
-
 
 
250,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock - based compensation expense, 2010
 
 
-
 
 
-
 
 
1,113,372
 
 
-
 
 
1,113,372
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants issued with debt
 
 
 
 
 
 
 
 
248,268
 
 
 
 
 
248,268
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss, January 30, 2006
  through December 31, 2010
 
 
-
 
 
-
 
 
-
 
 
(5,212,366)
 
 
(5,212,366)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2010
 
 
15,616,098
 
 
156,161
 
 
3,762,914
 
 
(5,212,366)
 
 
(1,293,291)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock - based compensation expense
 
 
-
 
 
-
 
 
574,343
 
 
-
 
 
574,343
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
 
-
 
 
-
 
 
-
 
 
(474,207)
 
 
(474,207)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2011
 
 
15,616,098
 
 
156,161
 
 
4,337,257
 
 
(5,686,573)
 
 
(1,193,155)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Conversion of notes payable to common stock, April 2012
 
 
400,000
 
 
4,000
 
 
196,000
 
 
 
 
 
200,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Conversion of notes payable to common stock, December 2012
 
 
200,000
 
 
2,000
 
 
98,000
 
 
 
 
 
100,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Conversion of warrants to common stock
 
 
100,000
 
 
1,000
 
 
-
 
 
 
 
 
1,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, September 2012
 
 
833,333
 
 
8,333
 
 
491,667
 
 
 
 
 
500,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, November 2012
 
 
833,333
 
 
8,333
 
 
491,667
 
 
 
 
 
500,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, December 2012
 
 
219,375
 
 
2,194
 
 
107,494
 
 
 
 
 
109,688
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants issued with debt
 
 
 
 
 
 
 
 
93,201
 
 
 
 
 
93,201
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock - based compensation expense
 
 
 
 
 
 
 
 
28,773
 
 
-
 
 
28,773
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss accumulated during the development stage
 
 
-
 
 
-
 
 
-
 
 
(3,628,923)
 
 
(3,628,923)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2012
 
 
18,202,139
 
$
182,021
 
$
5,844,059
 
$
(9,315,496)
 
$
(3,289,416)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, January 2013
 
 
250,000
 
 
2,500
 
 
147,500
 
 
 
 
 
150,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, January 2013
 
 
18,750
 
 
188
 
 
11,063
 
 
 
 
 
11,251
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, January 2013
 
 
500,000
 
 
5,000
 
 
295,000
 
 
 
 
 
300,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, January 2013
 
 
333,333
 
 
3,333
 
 
196,667
 
 
 
 
 
200,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Record merger transaction May, 2013
 
 
1,504,998
 
 
(192,444)
 
 
208,384
 
 
 
 
 
15,940
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Record change in par value from $0.01 to $0.001
 
 
 
 
 
20,211
 
 
(20,211)
 
 
 
 
 
0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Record share exchange per merger agreement, 1: .3973333
 
 
(12,541,023)
 
 
(12,541)
 
 
12,541
 
 
 
 
 
0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock, June 2013
 
 
99,332
 
 
99
 
 
149,901
 
 
 
 
 
150,000
 
Issuance of common Stock, September 2013
 
 
9,930
 
 
10
 
 
14,990
 
 
 
 
 
15,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock - based compensation expense, June 2013
 
 
 
 
 
 
 
 
147,461
 
 
 
 
 
147,461
 
Stock - based compensation expense, Sept 2013
 
 
 
 
 
 
 
 
148,494
 
 
 
 
 
148,494
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Loss
 
 
-
 
 
-
 
 
-
 
 
(2,860,249)
 
 
(2,860,249)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, September 30, 2013 at $0.001 par value
 
 
8,377,459
 
$
8,377
 
$
7,155,849
 
$
(12,175,745)
 
$
(5,011,519)
 
 
See accompanying notes to the financial statements.
 
 
7

 
Numbeer, Inc.
(A Development Stage Company)
Statements of Cash Flows
Unaudited
 
 
 
For the Nine
Months Ended
September 30,
2013
 
For the Nine
Months Ended
September 30,
2012
 
For the Period from
June 30, 2006
(inception) through
September 30,
2013
 
 
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
 
Net loss accumulated
 
 
 
 
 
 
 
 
 
 
during the development stage
 
$
(2,860,249)
 
$
(2,599,142)
 
$
(12,175,745)
 
Adjustments to reconcile net loss to
 
 
 
 
 
 
 
 
 
 
net cash used in operating activities
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
 
20,205
 
 
20,349
 
 
160,467
 
Gain on sale of assets
 
 
 
 
 
 
 
 
(563)
 
Impairment of long-lived assets
 
 
 
 
 
 
 
 
41,777
 
Loss on related party indebtedness
 
 
 
 
 
 
 
 
150,741
 
Stock-based compensation expense
 
 
295,955
 
 
 
 
 
2,012,443
 
Accreted interest
 
 
 
 
 
40,838
 
 
272,578
 
Changes in operating assets and liabilities
 
 
 
 
 
 
 
 
-
 
Accounts receivable
 
 
(23,126)
 
 
(136,838)
 
 
(76,787)
 
Accounts receivable - related party
 
 
 
 
 
20,000
 
 
(250,000)
 
Inventory
 
 
26,469
 
 
(162,971)
 
 
(111,776)
 
Prepaid expenses
 
 
5,650
 
 
 
 
 
0
 
Accounts payable and accrued expenses
 
 
875,721
 
 
174,751
 
 
1,091,392
 
Accounts payable - related party
 
 
 
 
 
 
 
 
99,259
 
Advance payment from customer
 
 
113,008
 
 
 
 
 
113,008
 
Accrued interest
 
 
167,733
 
 
77,341
 
 
365,557
 
 
 
 
 
 
 
 
 
 
-
 
Net cash used in operating activities
 
 
(1,378,634)
 
 
(2,565,672)
 
 
(8,307,649)
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
Proceeds from maturity of certificate of deposit
 
 
 
 
 
 
 
 
25,000
 
Purchase of certificate of deposit
 
 
 
 
 
 
 
 
(25,000)
 
Purchase of property and equipment
 
 
(37,394)
 
 
(62,678)
 
 
(364,511)
 
Proceeds from sale of equipment
 
 
 
 
 
 
 
 
9,520
 
Deposits
 
 
 
 
 
(36,087)
 
 
(6,200)
 
Purchases of patents and trademarks
 
 
 
 
 
 
 
 
(44,808)
 
 
 
 
 
 
 
 
 
 
 
 
Net cash used in investing activities
 
 
(37,394)
 
 
(98,765)
 
 
(405,999)
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
Proceeds from convertible notes payable
 
 
280,000
 
 
2,000,000
 
 
3,568,878
 
Payments on notes payable
 
 
 
 
 
(250,000)
 
 
(250,000)
 
Proceeds from short term notes
 
 
175,000
 
 
 
 
 
175,000
 
Proceeds from long-term debt
 
 
 
 
 
600,000
 
 
1,396,114
 
Payments on long-term debt
 
 
(12,468)
 
 
(11,621)
 
 
(39,044)
 
Issuance of common stock
 
 
842,191
 
 
501,000
 
 
3,897,215
 
Warrants exercised for common stock
 
 
 
 
 
 
 
 
1,000
 
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by financing activities
 
 
1,284,723
 
 
2,839,379
 
 
8,749,163
 
 
 
 
 
 
 
 
 
 
 
 
Change in cash and cash equivalents
 
 
(131,305)
 
 
174,942
 
 
35,515
 
 
 
 
 
 
 
 
 
 
 
 
CASH AND CASH EQUIVALENTS, beginning of period
 
 
166,820
 
 
350,310
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
CASH AND CASH EQUIVALENTS, end of period
 
$
35,515
 
$
525,252
 
$
35,515
 
 
See accompanying notes to the financial statements. 
 
8

 
Numbeer, Inc.
(A Development Stage Company)
September 30, 2013 and September 30, 2012
Notes to the Financial Statements
(Unaudited)
 
Note 1 - Organization and Operations
 
Numbeer, Inc. (“Numbeer” or the “Company”), a development stage company, was incorporated on April 7, 2008 under the laws of the State of Nevada. Until May 22, 2013, Numbeer was a development-stage company organized to sell a complete beer control system which would maximize the yield from a keg. Numbeer Acquisition, Inc. was incorporated in the State of Nevada on May 8, 2013, as a wholly-owned subsidiary of Numbeer (“Acquisition”), to facilitate the acquisition of Good Earth Energy Conservation, Inc., a privately owned Delaware corporation (“Good Earth”).
 
  On May 22, 2013 (the “Closing Date”), Numbeer, Acquisition and Good Earth entered into a Merger Agreement pursuant to which Numbeer acquired Good Earth through the merger of Acquisition with and into Good Earth, with Good Earth as the surviving entity (the “Merger”).
 
Good Earth was organized under the laws of the State of Delaware on February 1, 2007. Good Earth is a Fort Worth, Texas based company focused on the design, development and manufacture of an all-electric fleet vehicle for the essential services market.
 
Immediately following the Merger the Company terminated its operations as a beer control system and assumed the business operations of Good Earth as a wholly-owned subsidiary. As a result of the Merger, the Company has adopted the business plan and operations of Good Earth and now designs, develops and manufactures a zero emission 3-wheeled all-electric utility vehicle, the FireFly® ESV, for use in the parking enforcement (municipalities and universities), traffic control, security patrol, airport and port terminal operations, small package delivery and other comparable utility markets (the “Essential Services Market”).
 
Simultaneously with, and as consideration for, the Merger, on the Closing Date the former stockholders of Good Earth exchanged an aggregate of 19,304,222 shares of common stock of Good Earth, constituting all issued and outstanding capital stock of Good Earth, for 7,670,211 shares of common stock of Numbeer (the “Merger Shares”) (i.e., each share of common stock of Good Earth was exchanged for a 0.39733333 fractional share of common stock of Numbeer). Additionally, (a) 9,450,000 shares of common stock of Good Earth subject to options were exchanged by former officers, directors and stockholders of Good Earth for, and represent the right to receive, 3,754,800 shares of common stock of Numbeer, at exercise prices ranging from $0.10 to $0.45 per share; (b) 7,682,715 shares of common stock of Good Earth subject to warrants were exchanged by former officers, directors and stockholders of Good Earth for, and represent the right to receive, 3,052,599 shares of common stock of Numbeer, at exercise prices ranging from $0.01 to $0.80 per share; and (c) 5,384,615 shares of common stock of Good Earth subject to convertible promissory notes were exchanged by former stockholders of Good Earth for, and represent the right to receive, 2,139,488 shares of common stock of Numbeer, at conversion prices ranging from $0.50 to $0.65. The Good Earth warrants, options and notes became exercisable for, or convertible into, shares of common stock of Numbeer on the same basis as the shares of common stock of Good Earth were exchanged for shares of common stock of Numbeer.
 
Immediately prior to the Merger, Numbeer had 7,596,000 shares of common stock issued and outstanding. Contemporaneously with the Closing and as a condition to the Closing, the holder of a majority of the issued and outstanding common stock of Numbeer and sole member of its Board of Directors (the “Majority Shareholder”) delivered to the Company for retirement and cancellation 6,996,027 shares of common stock of Numbeer and other shareholders collectively delivered to the Company for retirement and cancellation, 1,987 shares of common stock of Numbeer. Following the consummation of the Merger, the issuance of the Merger Shares, the retirement of the 6,998,014 shares of common stock of Numbeer, the Company has 8,268,197 shares of Common Stock issued and outstanding, subject to the exercise of appraisal rights by the former shareholders of Good Earth, and 8,946,887 shares of Common Stock subject to issuance pursuant to the exercise of options and warrants and the conversion of convertible notes. Following the Merger the former stockholders of Good Earth will beneficially own approximately 92.77% of the total outstanding shares of Common Stock (96.53% on a fully diluted basis).
 
Also on May 22, 2013 the Company’s majority shareholder and sole director approved Amended and Restated Articles of Incorporation (the “Amendment”) to (1) increase its authorized capital stock to 110,000,000 shares, of which 100,000,000 will be designated Common Stock, $0.001 par value, and 10,000,000 will be designated Preferred Stock, $0.001 par value, (2) effect a forward split such that every one share of Common Stock issued and outstanding immediately prior to filing of the Amendment will be converted into that number of shares of Common Stock obtained by dividing each share of Common Stock by 0.39733333, and (3) change the name of the Company to “Good Earth Energy Conservation, Inc.” The Amendment will be filed and effective twenty (20) days after the Company mails an Information Statement pursuant to Section 14(c) of the Act to its shareholders relating to the Amendment.
 
 
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Additionally, on May 22, 2013 the Board of Numbeer amended its bylaws to, among other things, change Numbeer’s fiscal year end to December 31, and adopted the Company’s 2013 Incentive Plan (the “Plan”). The Plan was also approved by the Majority Shareholder. Under the Plan, 2,389,757 shares of Common Stock are reserved for issuance as incentive awards to be granted to executive officers, key employees, consultants and directors of the Company.
 
The Merger Agreement includes a section titled “Subsequent Equity Sales” which provides that if the Company were to sell its Common Stock or grant any right to re-price or otherwise dispose of or issue any of its Common Stock at a price below $0.20 per share (such lower price, the “Base Share Price”) prior to the first anniversary of the closing of the Merger (the “Closing”), it shall issue to holders of its Common Stock as of the date of the Closing, excluding the 6,998,014 shares of Common Stock surrendered by the Numbeer shareholders for retirement and cancellation, an additional number of shares of Common Stock so that all shares of Common Stock held by such stockholders, when multiplied by the Base Share Price, is not less than $300,000.
 
The Merger Agreement contains customary representations, warranties and covenants of the Company, Acquisition, and Good Earth, for like transactions. Breaches of representations and warranties are secured by customary indemnification provisions.
 
Following the Closing the Company’s board of directors (the “Board”) consists of five members. In keeping with the foregoing, on the Closing Date Anthony Vaz, the sole director of Numbeer prior to the Merger, appointed James M. Hawes, James R. Emmons, Greg Horne, Robert S. Kretschmar, and John Maguire to fill the vacancies on the Board and Anthony Vaz resigned his position as a director. Also, on the Closing Date, Anthony Vaz, the sole officer of Numbeer, resigned and James R. Emmons was appointed President, Chief Executive Officer, and Chief Financial Officer of the Company and Greg Horne was appointed Chief Technical Officer and Assistant Secretary of the Company.
 
The parties have taken the actions necessary to provide that the Merger is treated as a “tax free merger” under Section 368 of the Internal Revenue Code of 1986, as amended. Prior to the Closing Numbeer had established a fiscal year end of May 31. As a result of the Merger the Company has adopted the fiscal year end of December 31.
 
For financial accounting purposes, the acquisition was a reverse acquisition of the Company by Good Earth, under the purchase method of accounting, and was treated as a recapitalization with Good Earth as the acquirer. Upon consummation of the Merger, the Company adopted the business plan and operations of Good Earth. The historical financial statements of Numbeer before the Merger will be replaced with the historical financial information of Good Earth before the Merger in all future filings with the Securities and Exchange Commission (the “SEC”).
 
In May 2013 the Company changed its fiscal year end from May 31 to December 31.

Note 2 - Summary of Significant Accounting Policies
 
Basis of Presentation - Unaudited Interim Financial Information
 
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the SEC to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.  Interim results are not necessarily indicative of the results for the full year.  These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended December 31, 2012 and notes thereto contained in the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2013.
 
Development Stage Company
 
The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification.  The Company is still devoting substantially all of its efforts on establishing the business and developing revenue generating opportunities through its planned principal operations.  In the latter half of 2011 the Company’s principal sales operations began. The Company recognized revenues initially in April/May 2012.  All losses accumulated since inception have been considered as part of the Company's development stage activities.
 
Use of Estimates and Assumptions
 
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
 
 
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The Company’s significant estimates and assumptions include the fair value of financial instruments; income tax rate, income tax provision, deferred tax assets and the valuation allowance of deferred tax assets, and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
 
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
 
Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
 
Fair Value of Financial Instruments
 
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
 
 
Level 1
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
 
 
 
 
Level 2
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
 
 
 
 
Level 3
Pricing inputs that are generally observable inputs and not corroborated by market data.
 
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
 
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
 
The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses,  approximate their fair values because of the short maturity of these instruments.
Based on borrowing rates currently available to the Company for loans with similar terms and average maturities, the fair value of the Company’s debt obligations approximate their fair value.
 
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
 
Fiscal Year-End
 
In May 2013 the Company changed its fiscal year end from May 31 to December 31.
 
Liquidity
 
Historically, the Company has been dependent on debt and equity raised from individual investors to sustain its operations. The Company’s product has not sold sufficient number of units to generate significant revenue. The Company operated as a development stage enterprise since inception with total operating expenses incurred of $12,905,656 and an overall net loss of ($12,175,475) accumulated through September 30, 2013. Net revenues recorded from inception (January 31, 2006 through September 30, 2013) are $548,153.  These conditions raise substantial doubt about its ability to continue as a going concern. The Company’s December 31, 2012, fiscal year end, audited financial statements contain a “going concern” opinion by our auditors.  Based on the Company’s recurring losses from operations, negative cash flows from operating activities, and a working capital deficit and total stockholders’ deficit at December 31, 2012, the auditor’s opinion expresses substantial doubt about our ability to continue as a going concern. Management plans include seeking additional equity investments from private individuals as well as fund managers with a stated focus of investing in small public companies like the Company, private equity type firms, and venture capital firms.
 
 
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Cash Equivalents
 
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.
 
Accounts Receivable
 
Management has not provided an allowance for uncollectible receivables. All receivables considered doubtful have been charged to current operations and it is management’s opinion that no additional significant amounts are doubtful of collection based on prior experience, review of accounts and other pertinent factors.
 
Property and Equipment
 
Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized, while minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the useful lives of the assets ranging from 3 to 7 years.
 
Inventory
 
Inventory consists of parts and supplies.  Inventory is stated at the lower of cost (first-in, first-out) or market. 
 
Impairment of Long-lived Assets
 
The Company reviews the carrying value of long-lived assets for impairment whenever triggering events or changes in circumstances occur, indicating that the carrying amount of any asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the assets. If triggering events or changes in circumstances occur, the impairment to be recognized is measured by the excess of the carrying amount over the fair value of the assets. During 2012, a review of the balance of the intangible assets concluded these assets were obsolete and had no future value. Therefore, the Company charged the remaining unamortized balance, $14,893, to expense. There were no impairment losses recognized in 2011 associated with the Company’s long-lived assets. There were $41,777 of impairment losses associated with its patents and trademarks for the period from inception (January 30, 2006) to September 30, 2013.
 
Related Parties
 
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
 
Pursuant to Section 850-10-20 the related parties include:  (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
 
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
 
 
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Commitments and Contingencies
 
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
 
Revenue Recognition
 
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
 
Advertising
 
The Company expenses advertising costs as incurred. Advertising expense was $9,046 and $9,861 for the three months ended September 30, 2013 and September 30, 2012, respectively. The amounts expensed for the nine months ended September 30, 2013 and September 30, 2012 was $14,098 and $52,259, respectively. The amounts charged for the period from inception (January 30, 2006) to September 30, 2013 was $94,899.
 
Research and Development
 
Research and development costs are charged to operations when incurred and are included in operating expenses. The research and development expenses were $11,523 and $9,527 for the three months ended September 30, 2013 and September 30, 2012, respectively. The amounts charged for the nine months ended September 30, 2013 and September 30, 2012 was $35,265 and $52,857, respectively. The amounts charged for the period from inception (January 30, 2006) to September 30, 2013 amounted to $1,245,550.
 
Stock-based Compensation
 
The Company recognizes in its statement of operations the cost of employee services received in exchange for awards of equity instruments.  The costs were based on their fair values at the time of the grant.  The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted to employees. Stock based compensation recognized for the period from inception (January 30, 2006) to September 30, 2013 was $2,012,443. The stock based compensation expense for the nine months ended September 30, 2013 and September 30, 2012 was $295,955 and $0, respectively. The stock based expense for the three months ended September 30, 2013 and September 30, 2012 was $148,494 and $0, respectively.
 
Notes Payable
 
Short-term debt – During May 2013 through the June 30, 2013 time period, the Company received advances/loans in the amount of $25,000 from a shareholder and $110,000 from one of the executive officers of the Company. Both notes mature in May 2014 and accrue interest at the annual percentage rate of 8% payable at maturity. The notes are unsecured. An additional $40,000 was advanced to the Company by an executive officer of the Company during the period of July 1, 2013 through September 30, 2013. This note bears interest at the rate of 8%, is unsecured, and matures September 3, 2014.
 
Promissory note payable to a stockholder in the amount of $250,000, accruing interest at 8%, due December 2013, secured by warrants.  The warrants permit the holder to purchase 250,000 shares of the Company's stock at the exercise price of $1.00 per share or at the actual stock price at the time of issuance but not lower than $.50.  The warrants expire on December 19, 2016 and are callable by the Company if an S-1 is filed, in which case the warrants must be exercised within 20 days from the time the Company exercises this clause. There was no value assigned to the warrants at issuance.
    
Convertible Notes Payable –
 
Convertible senior secured note payable to a stockholder issued jointly with Good Earth Electric Propulsion Systems, LTD originally due November 30, 2012. The note accrues interest quarterly at LIBOR plus 2% (2.56% at December 31, 2011) and is secured by all assets of the Company. No interest shall be paid until six months after the Company is profitable. Any portion of the unpaid principal and interest can be converted into shares of common stock at a conversion price equal to $2.50 per share. This note was renewed, extended, and modified as of April 1, 2012 with new terms as follows: Promissory note totaling $750,000, payable to a stockholder, with a stated interest rate of 8%, convertible to common stock at the rate of $.50 per share, due on or before December 31, 2013. The note can be extended to March 31, 2014 at the option of the Company which was exercised and formally extended to March 31, 2014.  The note is secured by a pledge of the Company’s intellectual property and fixed assets.
 
 
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A series of notes payable from the period of April to July 2012 aggregating $1,750,000 less accreted interest of $80,990, payable to multiple unrelated parties, bearing interest at 8%. The Company paid quarterly interest payments through December 31, 2012 on the notes. Effective March 31, 2013, the holders of the notes consented to extend the date on  which quarterly interest payments re-commence to January 1, 2014. The accrued interest due on these convertible notes was $106,167 as of September 30, 2013. No principal payments have been applied on any of the convertible notes as of September 30, 2013. The notes are convertible into common stock at the rate of $.50 per share  with warrants attached to purchase 3,500,000 shares of common stock at the rate of $.50 per share. The fair value assigned to the warrants at issuance was $93,201 and $12,211. The accreted interest expense was recorded in the statement of operations for the year ended December 31, 2012. The notes mature on March 31, 2017 and are secured by the Company's accounts receivable and inventory.
 
An unsecured convertible promissory note payable to a stockholder in the amount of $250,000 dated August 15, 2012, bearing interest at 8%, payable annually with a maturity date of  August 15, 2014. The note is convertible into common stock at the rate of $.65 per share with warrants attached to purchase 96,154 shares of common stock at the rate of $.75 per share. There was no value assigned to the warrants at issuance. The warrants expire August 14, 2014.
 
A convertible note payable to a stockholder dated June 28, 2013 in the amount of $150,000 accruing interest at the rate of 8% due at maturity, June 28, 2014. The note can be converted at the rate of $.60 per share with warrants attached to purchase 125,000 shares of common stock at the rate of $.80 per share. There was no value assigned to the warrants at issuance. The warrants expire June 28, 2018.
 
A convertible note payable to a stockholder dated September 26, 2013 in the amount of $130,000 accruing interest at the rate of 8% due at maturity, September 26, 2014. The note can be converted at the rate of $.60 per share with warrants attached to purchase 108,333 shares of common stock at the rate of $.80 per share. There was no value assigned to the warrants at issuance. The warrants expire September 26, 2018.
 
Long Term Debt –
 
Note payable to a bank in monthly installments of $540, no stated interest rate, due May 2016, secured by a vehicle.
 
Note payable to a bank in monthly installments of $845, including interest at 3.74%, due January 2017, secured by a vehicle.
 
$100,000 promissory note less accreted interest of $0 and $10,266 at March 31, 2013 and 2012, respectively, payable to a stockholder, with a stated interest rate of 8% and 0% as of March, 2013 and 2012, respectively, due March 2014, secured by warrants. The warrants permit the holder to purchase 100,000 shares of the Company's stock at the exercise price of $.01 per share.  The warrants expire on April 1, 2014.
 
Promissory note payable to a stockholder in the amount of $250,000, accruing interest at 8%, due February 3, 2014, secured by warrants. The warrants permit the holder to purchase 250,000 shares of the Company's stock at the exercise price of $.50 per share. The warrants expire on February 3, 2017.
 
Promissory note payable to a stockholder in the amount of $100,000, accruing interest at 8%, due February 10, 2014, secured by warrants. The warrants permit the holder to purchase 100,000 shares of the Company's stock at the exercise price of $.50 per share. The warrants expire on February 9, 2017.
 
Income Tax Provision
 
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
 
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
 
 
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The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.
 
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
 
Uncertain Tax Positions
 
The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the interim period ended September 30, 2013 or September 30, 2012.
 
Net Income (Loss) per Common Share
 
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.
 
There were no potentially dilutive common shares outstanding for the interim period ended September 30, 2013 or September 30, 2012.

Note 3 - Going Concern
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
 
As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage at September 30, 2013, a net loss and net cash used in operating activities for the interim period then ended, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
 
While the Company is attempting to generate revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and raise additional funds by way of a private or public offering.
 
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 - Stockholders’ Equity (Deficit)
 
Shares Authorized
 
The Company’s Articles of Incorporation currently provide that the total authorized capital of the Company is 75,000,000 shares, par value $0.001 per share.
 
On May 17, 2013 the Company’s Board of Directors (“the Board”) and the holders of a majority of the Company’s outstanding Common Stock approved Amended and Restated Articles of Incorporation (the “Amendment”) to (1) increase its authorized capital stock to 110,000,000 shares, of which 100,000,000 will be designated Common Stock, $0.001 par value, and 10,000,000 will be designated Preferred Stock, $0.001 par value, (2) effect a forward split such that every one share of Common Stock issued and outstanding immediately prior to filing of the Amendment will be converted into that number of shares of Common Stock obtained by dividing each share of Common Stock by 0.39733333, (3) change the name of the Company to “Good Earth Energy Conservation, Inc.” and (4) authorize the Board to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the Nevada Revised Statutes, to establish from time to time the number of shares to be included in each such series, and to fix the designation, power, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The Amendment will be filed and effective twenty (20) days after the Company mails an Information Statement pursuant to Section 14(c) of the Exchange Act to its shareholders relating to the Amendment.
 
 
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On September 26, 2013 the Company filed a preliminary Information Statement (Schedule 14C) with the Securities and Exchange Commission (“SEC”) to notify its shareholders that the Company’s Board and shareholders holding a majority of the outstanding voting capital stock have authorized the Amendment.  The preliminary Information Statement is still in review process with the SEC.  Once the review is completed, the Company will file the Amended Articles with the Nevada Secretary of State twenty (20) days after the definitive Information Statement is mailed to the Company’s shareholders.
 
The change of the Company’s name to “eFLEETS Corporation” will better reflect the Company’s business plan following its reverse acquisition of Good Earth Energy Conservation, Inc. on May 22, 2013.
 
Common Stock
 
On January 30, 2006 the Company sold 11,362,500 shares to its founding shareholders at the par value of $.01 per share.
 
On July 23, 2007 the Company sold 40,000 shares at $2.50 per share.
 
On January 2008 the Company sold 255,000 shares for a total price of $11,475.
 
On June 16, 2008 the Company sold 200,000 shares at $2.50 per share with total proceeds of $500,000
 
On October 2, 2008 and April 24, 2009 the Company issued 1,038,598 and 720,000 shares to existing shareholders to adjust to market the share price from previous stock purchases.
 
On July 9, 2010 and September 30, 2010 the Company issued 1,500,000 and 500,000 shares as a conversion of a note payable owed to a shareholder. The conversion prices were $.40 and $.50 per share, respectively.
 
On April 1, 2012 the Company issued 400,000 shares as a part of a conversion of notes payable which were dated from March 2009. The exercise price for the conversion was at $.50 per share.
 
On August 22, 2012 the Company issued 100,000 shares pursuant to the exercise of a warrant which was attached to a note payable. The exercise price was $.10 per share.
 
On September 28, 2012 the Company sold units consisting of 833,333 shares at a price of $.60 per share and warrants to purchase 208,333 shares at an exercise price of $.80 per share, for total consideration of $500,000.
 
On November 20, 2012 the Company sold units consisting of 833,333 shares at a price of $.60 per share and warrants to purchase 208,333 shares at an exercise price of $.80 per share, for total consideration of $500,000.
 
On December 20, 2012 the Company issued 200,000 shares upon conversion of a March 2009 note payable at a conversion price was $.50 per share.
 
On December 31, 2012 the Company sold 219,375 shares at $.50 per share.
 
On January 16, 2013 the Company sold units consisting of 250,000 shares at a price of $.60 per share and warrants to purchase 62,500 shares at an exercise price of $.80 per share. The Company received $138,750 which was net of costs of $11,250.
 
On January 16, 2013 the Company sold 18,750 shares at $.60 per share.
 
On January 29, 2013 the Company sold units consisting of 500,000 shares at a price of $.60 per share and warrants to purchase 125,000 shares at an exercise price of $.80 per share, for total consideration of $300,000.
 
On March 19, 2013 the Company sold units consisting of 333,333 shares at a price of $.60 per share and warrants to purchase 83,333 shares at an exercise price of $.80 per share, for total consideration of $200,000.
 
 
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On May 22, 2013 the Company completed a merger whereby the former stockholders of Good Earth exchanged an aggregate of 19,304,222 shares of common stock of Good Earth, constituting all issued and outstanding capital stock of Good Earth, for 7,670,211 shares of common stock of the Company ((i.e., each share of common stock of Good Earth was exchanged for a 0.39733333 fractional share of common stock of the Company). As a part of the Merger the par value of each share of common stock was changed to $.001.
 
On June 7, 2013 the Company sold units consisting of 99,332 shares at a price of $1.51 per share and warrants to purchase 49,667 shares at an exercise price of $2.01 per share, for total consideration of $150,000.
 
On September 11, 2013 the Company sold units consisting of 9,930 shares at a price of $1.51 per share and warrants to purchase 4,967 shares at an exercise price of $2.01 per share, for total consideration of $15,000.

Note 5 - Related Party Transactions
 
The Company had transactions with the following related parties, who are all shareholders of the Company evidenced by the following:
 
Unsecured promissory note owing to a stockholder, New September, LLC in the amount of $250,000 dated December 19, 2011, bearing interest at 8% per annum, payable annually, with a maturity date of December 18, 2013, and associated warrants for the purchase of 250,000 shares of Common Stock at an exercise price of the lower of $1.00 per share or the price of a share of Common Stock on the date of exercise of the warrant, subject to a floor of $.50 per share, and expiring on December 19, 2016.
 
Unsecured promissory note owing to a stockholder, New September, LLC, in the amount of $250,000 dated February 3, 2012, bearing interest at 8% per annum, payable annually, with a maturity date of February 3, 2014, and associated warrants for the purchase of 250,000 shares of Common Stock at an exercise price of $.50 and expiring on February 3, 2017.
 
Unsecured promissory note owing to a stockholder, New September, LLC, in the amount of $100,000 dated April 1, 2012, bearing interest at 8% per annum, payable semi-annually, with a maturity date of March 31, 2014.
 
Unsecured promissory note owing to a stockholder, Perkins Revocable Trust, 1991, in the amount of $100,000 dated February 10, 2012, bearing interest at 8% per annum, payable annually, with a maturity date of February 10, 2014, and associated warrants for the purchase of 100,000 shares of the Company’s Common Stock at an exercise price of $.50, and expiring on February 9, 2017.
 
Unsecured convertible promissory note owing to a stockholder, New September, LLC, in the amount of $250,000 dated August 15, 2012, bearing interest at 8% per annum, payable annually with a maturity date of August 15, 2014, and convertible into shares of Common Stock at the rate of $.65 per share, and associated warrants for the purchase of 96,154 shares of the Company’s Common Stock at an exercise price of $.75 per share.
 
Secured convertible promissory note, owing to a stockholder, Zeus Corp., in the amount of $750,000 originally dated November 30, 2007, which was renewed, extended and modified as of April 1, 2012. The note bears interest at 8% per annum, principal is payable on March 31, 2014, convertible into shares of Common Stock at the rate of $.50 per share, and secured by all of the fixed assets and intellectual property of the Company.
 
In February 2009 the Company entered into a license agreement, subsequently, amended on September 2, 2009 with Robert C. Winkelman, then, a shareholder of  the Company. The license Agreement provided for the payment of royalties to the related party based on sales generated by the use of the patents. The patents were never used by the Company and the license agreement expired for failure by the Company to utilize the patents. Mr. Winkelman is no longer a related party.
 
In June 2010 the Company entered into an Assignment Agreement with Greg Horne, an officer and director of the Company, pursuant to which the Company agreed to pay royalties based on revenues generated through the sale of products utilizing the patents to be filed by Mr. Horne in connection with certain work to be performed by such related party for the Company.  No patents were ever filed by the related party.  The Assignment Agreement was terminated effective January 1, 2013.
 
During May 2013 through the June 30, 2013 time period, the Company received advances/loans in the amount of $25,000 from a shareholder and $110,000 from one of the executive officers of the Company. Both notes mature in May 2014 and accrue interest at the annual percentage rate of 8% payable at maturity. The notes are unsecured. An additional $40,000 was advanced to the Company by an executive officer of the Company during the period of July 1, 2013 through September 30, 2013. This note bears interest at the rate of 8%, is unsecured, and matures September 3, 2014.
 
 
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On June 28, 2013 the Company issued a convertible note payable to a stockholder in the amount of $150,000.  The note matures on June 28, 2014 and accrues interest at the annual rate of 8%.  The note can be converted into common stock of the Company at the rate of $.60 per share and has warrants attached for the purchase 125,000 shares of common stock at the rate of $.80 per share.  No value was assigned to the warrants at issuance.  The warrants expire on June 28, 2018.
 
On September 26, 2013 the Company issued a convertible note payable to a stockholder in the amount of $130,000.  The note matures on September 26, 2014 and accrues interest at the annual rate of 8%.  The note can be converted into common stock of the Company at the rate of $.60 per share and has warrants attached for the purchase of 108,333 shares of common stock at the rate of $.80 per share.  No value was assigned to the warrants at issuance.  The warrants expire on September 26, 2018.

Note 6 - Subsequent Events
 
Management of the Company determined that the following subsequent events were required to be disclosed:
 
On October 16, 2013 the Company issued a convertible note payable to a stockholder in the amount of $20,000.  The note matures on October 16, 2014 and accrues interest at the annual rate of 8%.  The note can be converted into common stock of the Company at the rate of $.60 per share and has warrants attached for the purchase of 16,667 shares of common stock at the rate of $.80 per share.  No value was assigned to the warrants at issuance.  The warrants expire on October 16, 2018.
 
On October 29, 2013 the Company issued a convertible note payable to a stockholder in the amount of $100,000.  The note matures on October 29, 2014 and accrues interest at the annual rate of 8%.  The note can be converted into common stock of the Company at the rate of $.60 per share and has warrants attached for the purchase of 83,333 shares of common stock at the rate of $.80 per share.  No value was assigned to the warrants at issuance.  The warrants expire on October 29, 2018.
 
On November 8, 2013 the Company sold units consisting of 59,600 shares at a price of $1.51 per share and warrants to purchase 29,800 shares at an exercise price of $2.01 per share, for total consideration of $90,000. The warrants expire on November 8, 2018.  
 
On November 13, 2013 the Company issued a convertible note payable to a stockholder in the amount of $75,000.  The note matures on November 13, 2014 and accrues interest at the annual rate of 8%.  The note can be converted into common stock of the Company at the rate of $.60 per share and has warrants attached for the purchase of 62,500 shares of common stock at the rate of $.80 per share.  No value was assigned to the warrants at issuance.  The warrants expire on November 13, 2018.
 
 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events.  You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
 
Critical Accounting Policies and Estimates
 
The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
 
Nature of Business - the Company was incorporated in February 2007 in the State of Delaware as a manufacturing company for the purpose of developing and producing electric utility vehicles in order to provide an alternative fuel vehicle for use in parking enforcement and other multiple applications as a utility vehicle. Prior to February 2007, the Company operated as Good Earth Conservation, LLC, a Delaware limited liability company, which was formed on January 30, 2006.
 
The financial statements have been prepared assuming the Company will continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to successfully take its products and technology to market and raise additional capital, as necessary, to fund the Company’s business model. The financial statements do not include any adjustments that might be necessary if the Company is unable to accomplish these business objectives.
 
In accordance with accounting principles generally accepted in the United States of America, as a development stage enterprise with no significant revenue generated from planned principle operations, the Company is required to present its cumulative since inception results of operations, stockholders’ equity (deficit), and cash flows of the Company through the end of the reporting period.
 
Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Cash and Cash Equivalents - The Company considers all highly liquid instruments with an original maturity of three (3) months or less at the date of purchase to be cash equivalents.
 
Accounts Receivable - Management has not provided an allowance for uncollectible receivables. All receivables considered doubtful have been charged to current operations and it is management’s opinion that no additional significant amounts are doubtful of collection based on prior experience, review of accounts and other pertinent factors.
 
Property and Equipment - Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized, while minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the useful lives of the assets ranging from 3 to 7 years.
 
Inventory - Inventory consists of parts and supplies. Inventory is stated at the lower of cost (first-in, first-out) or market.
 
Long-lived Assets - The Company reviews the carrying value of long-lived assets for impairment whenever triggering events or changes in circumstances occur, indicating that the carrying amount of any asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the assets. If triggering events or changes in circumstances occur, the impairment to be recognized is measured by the excess of the carrying amount over the fair value of the assets.
 
Fair Value of Financial Instruments - Financial instruments, other than short-term investments and debt obligations, that potentially subject the Company to interest and credit risk consist of cash and cash equivalents, certificates of deposit, accounts and other receivables, accounts payable and accrued expenses, the carrying value of which is a reasonable estimate of their fair values due to their short maturities. Based on borrowing rates currently available to the Company for loans with similar terms, the carrying value of the debt obligations approximate fair value. The Company places its cash and cash equivalents with a limited number of high quality financial institutions which, at times, may exceed the amount of insurance provided on such deposits. Due to the soundness of the financial institution where cash and cash equivalents are held, management believes the risk of loss of amounts in excess of federally insured limits is limited.
 
 
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Income Taxes - The Company uses the liability method of accounting for deferred income taxes. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
Management's estimate regarding the realizability of the deferred tax assets in future years is based upon the weight of the available evidence that it is more likely than not (a likelihood of more than 50%) that a portion or all of the deferred tax assets would not be realized in future years. A valuation allowance is recognized, if based on the weight of available evidence, if it is more likely than not that some portion or the entire deferred tax asset will not be realized.
 
The Company recognizes in its financial statements the financial effect of a tax position, if that position is more likely than not to be sustained upon examination, including resolution of any appeals or litigation processes, based upon the technical merits of the position. Tax positions related to the Company’s federal and state requirements have been reviewed, and management is of the opinion that material positions taken by the Company would more likely than not be sustained by examination. Accordingly, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.
 
Revenue Recognition - The Company recognizes revenue when the customer takes title to the products and the related risks and rewards of ownership have transferred to the customer.
 
Advertising - The Company expenses advertising costs as incurred.
 
Research and Development - Research and development costs are charged to operations when incurred and are included in operating expenses.
 
Stock-based Compensation - The Company recognizes in its statement of operations the cost of employee services received in exchange for awards of equity instruments. The costs were based on their fair values at the time of the grant. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted to employees.
 
Basic Net Income (Loss) per Share - Basic earnings per share is calculated using the weighted average number of shares outstanding during the year. The Company has adopted ASC Topic 260-10, Earnings per Share - Overall, and uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on earnings per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. Diluted loss per share is equal to basic loss per share as any possible dilutive instruments are anti-dilutive.
 
Overview
 
Effective May 22, 2013, Numbeer Acquisition, Inc., a wholly-owned subsidiary of Numbeer, merged with and into Good Earth Energy Conservation, Inc. (“Good Earth”), with Good Earth as the surviving entity (the “Merger”). The Company was a development-stage company organized to sell a complete beer control system designed to maximize yield from beer kegs.  As a result of the Merger, the Company has adopted the business plan and operations of Good Earth and now designs, develops and manufactures a zero emission 3-wheeled all-electric utility vehicle, the FireFly® ESV, for use in the parking enforcement (municipalities and universities), traffic control, security patrol, airport and port terminal operations, small package delivery and other comparable utility markets (the “Essential Services Market”). As part of the Merger the Company changed its fiscal year end to December 31.
 
For financial accounting purposes, the acquisition was a reverse acquisition of the Company by Good Earth, under the purchase method of accounting, and was treated as a recapitalization with Good Earth as the acquirer. Upon consummation of the Merger, the Company adopted the business plan and operations of Good Earth. The historical financial statements of Numbeer before the Merger will be replaced with the historical financial information of Good Earth before the Merger in all future filings with the SEC. 
 
We principally generate revenue from selling our products to fleets of cities, airports and universities/colleges. The Company has delivered and/or sold its vehicles to the fleets of the Cities of Seattle and Vancouver, Washington; Santa Monica, Berkeley, and San Rafael, California; Clayton Missouri; Chattanooga, Tennessee; and several other cities around the United States; to the Northern Virginia Community College system; and to the San Francisco International Airport. We have performed demonstrations of the FireFly® ESV for the authorities of the Port of Long Beach and Lowe’s Home Centers distribution centers, which we have identified as a potential source of future revenue.
 
 
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The Company has received sales orders for a total of 59 FireFly® ESVs through September 30, 2013.  The sales orders representing the 59 vehicles are spread across several market segments as shown below and were all sold at the MSRP plus additional options:
 
·     Parking enforcement – 47 units
·     Airport Security/Patrol – 4 units
·     Universities/Colleges – 8 units
 
The Company has generated revenue from its operations from inception through September 30, 2013 of $548,153. As of the quarter ended September 30, 2013 we had $35,515 of cash on hand. We incurred operating expenses in the amount of $1,984,282 for the nine months ended September 30, 2013 and $1,877,717 for the same period ended September 30, 2012. From inception to September 30, 2013, total operating expenses were $12,905,656. The operating expenses consist primarily of consulting expenses, salaries and wages, and professional fees.
 
Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities. We are in the process of seeking equity financing to fund our operations over the next 12 months.
 
Management believes that if subsequent private placements are successful, we will generate a higher volume of sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
 
If we are unsuccessful in raising the additional proceeds through a private placement offering we will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, the Company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in the Company having to seek capital from other resources such as debt financing, which may not even be available to the Company. However, if such financing were available, because the Company is a development stage company, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If the Company cannot raise additional proceeds via a private placement of its common stock or secure debt financing on satisfactory terms we would be required to cease business operations. As a result, investors in the Company’s common stock would lose all of their investment.
 
Results of Operations
 
For the three months ended September 30, 2013 and September 30, 2012
 
Revenues
 
Net sales for the quarters ended September 30, 2013 and September 30, 2012 were $103,712 and $172,540 respectively.  Operating expenses for the quarters ended September 30, 2013 and September 30, 2012 were $704,443 and $639,221, respectively. The sales decrease for 2013 quarter as compared to the same time in 2012 was due to a decrease in quantities shipped. For the quarter ended September 30, 2013, the Company shipped 4 vehicles as compared to 7 vehicles for the same three month period in 2012.
 
Cost of Sales
 
Cost of sales for the three months ended September 30, 2013 and 2012 was $488,597 and $613,297, respectively. The bulk of the decreases in Cost of Sales are attributed to the write off of obsolete inventory and tooling in the amount of $144,994 for the quarter ended September 30, 2012. In addition, the Company adjusted the September 30, 2013 inventory value downward by recording a $214,594 charge to cost of sales in order to account for the estimated realizable value. As noted below, this is due to purchasing inventory on the “build to order” basis which results in a much higher cost. If the non-recurring expense (obsolete inventory and tooling) and the one-time charge to cost of goods sold for inventory value adjustment, were deducted from the cost of sales for the September 30, 2012 and September 30, 2013, quarter end respectively, the net cost of sales amount would be $468,303 and 274,004 which is comparable on an average unit cost of $68,501 for the three month period ended September 30, 2013 as compared to $66,900 for the three month period ended September 30, 2012. These costs include the cost of materials, direct labor, and associated overhead costs. This initial production has been on a “build to order” basis rather than a “build to stock” basis, the latter method being required for production to achieve gross margin targets of 45% to 48% of sales. The Company has been forced to operate on the “build to order” basis due to its consistent lack of capital. Upon implementation of this method of production, the utilization of assembly labor can be maximized along with the acquisition of parts and sub-assembly parts resulting in a much lower cost per vehicle, thus realizing our target gross margins. 
 
 
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Gross Profit/(Loss)
 
 The gross loss for the three months ended September 30, 2013 and 2012 was ($384,886) and $(440,757), respectively. The gross loss amount for 2013 and 2012 was a result of two major factors, production operated in a “build to order” basis which incurs a higher rate of direct labor cost per unit as well as the purchase of raw material parts and sub-assembly parts on a limited quantity basis without any benefit of volume purchase discounts. As noted above, the Company currently purchases inventory on a build to order basis thus incurring much higher cost per unit as compared to purchasing on a volume discount basis; therefore, the Company adjusted the September 30, 2013 inventory value downward by recording a $214,594 charge to cost of sales in order to account for the estimated realizable value. The decrease in the three month period ended September 30, 2013 as compared to the same period end in 2012 was due to fewer quantities of vehicles shipped in the time period after accounting for the non-recurring charges for the obsolete inventory and tooling.
 
Operating Expenses
 
Operating expenses are engineering, selling, marketing and administrative in nature and are principally salary and payroll associated expenses, travel, legal & professional fees and expenses, and advertising. Operating expenses for the three month period ended September 30, 2013 was $704,443 compared to $639,221 for the same period of 2012. The increases are a result of the higher professional fees incurred related to the merger transaction and stock compensation expense incurred during the three month period.
 
Loss from Operations
 
Loss from operations was ($1,089,329) for the three-month period ended September 30, 2013, compared to ($1,079,978) for the same period of 2012. The primary changes in the third quarter of 2013 as compared to the same period in 2012 was an increase of the stock compensation expense of $148,494 and a decrease in consulting expense by $89,784, the non-recurring charges for obsolete inventory and tooling of $144,994, and the charge to cost of sales for the inventory value adjustment.
 
Other Income (expense)
 
Interest expense incurred for the quarter ended September 30, 2013 was $80,594 as compared to $108,181 for the quarter ended September 30, 2012.  The large decrease in interest expense for the September 30, 2013 quarter as compared to the same period in 2012 was due to a one-time charge for accreted interest related to convertible notes and warrants that was booked in September 2012.
 
Net Loss
 
Net loss for the three month period ended September 30, 2013 was ($1,169,923) as compared to ($1,188,081) for the same period of 2012. The changes were due to non-recurring charges in 2012 time period for obsolete inventory and tooling charges as well as other one-time charges related to the issuing of new convertible notes and attached warrants during 2012.
 
For the Nine months ended September 30, 2013 and September 30, 2012
 
Revenues
 
Net sales for the nine months ended September 30, 2013 were $222,885 as compared to the same nine month period in 2012 of $256,403. During the nine month period the Company shipped one less vehicle in 2013 versus the same period in 2012. The sale price per vehicle increased over $2,000 in 2013 due to the increased level of sales for vehicle options such as air-conditioning and the new extended range feature.
 
Cost of Sales 
 
Cost of Sales for the nine months ended September 30, 2013 and 2012 was $869,711 and $816,019, respectively. The increases from 2012 to 2013 are due to a non-recurring charge of the write-off of obsolete inventory and tooling that occurred within the first nine months of 2012 and a one-time charge for the quarter ended September 30, 2013 to cost of sales to adjust inventory values to estimated realizable value.
 
Gross Profit/ (Loss)
 
The gross loss for the nine months ended September 30, 2013 and 2012 was ($646,826) and ($559,616) respectively. The increase in the gross loss from 2012 to 2013 is primarily attributed to the one-time charge for obsolete inventory and tooling that did not occur in the first nine months of 2013 and the one-time charge that occurred in the quarter ended September 30, 2013 to cost of sales to adjust inventory values to estimated net realizable value.. The gross loss amount for 2013 and 2012 was a result of two major factors, production operated in a “build to order” basis which incurs a higher rate of direct labor cost per unit as well as the purchase of raw material parts and sub-assembly parts on a limited quantity basis without any benefit of volume purchase discounts, thus creating higher material costs per unit.
 
 
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Loss from Operations
 
 Loss from operations was ($2,631,108) for the nine month period ended September 30, 2013, compared to ($2,437,333) for the same period of 2012. The primary changes in the nine months of 2013 as compared to the same period in 2012 was an increase of the stock compensation expense of $295,955 along with the one-time charge of $214,594 to cost of sales to adjust for inventory valuation and a decrease in consulting expense by $248,282 and write-off of obsolete inventory and tooling of $144,994.
 
Net Loss
 
Net loss for the nine months period ended September 30, 2013 was ($2,860,249) as compared to ($2,599,142) for the same period of 2012. The changes were due to increased stock compensation costs, interest expense, and professional fees, cost of sales offset by reductions in consulting expenses.
 
From the Inception Date of January 30, 2006 through September 30, 2013
 
The Company operated as a development stage enterprise since inception with total operating expenses incurred of $12,905,656 and an overall net loss of ($12,175,745) accumulated through September 30, 2013. Net revenues recorded from inception (January 31, 2006 through September 30, 2013) are $548,153. The Company began producing and shipping vehicles in small quantities in the first half of 2012 and has continued in that operation through the period of September 30, 2013.
 
Capital Expenditures
 
Total capital equipment purchases for the nine months ended September, 2013 were $37,394 as compared to $62,678 for the same period in 2012. The 2012 purchases were the result of higher than normal acquisition of new molds for various parts. Many of these molds were consumed throughout the 2012/2013 calendar year and charged to cost of sales in the third quarter of 2012.
 
Liquidity and Capital Resources
 
We have funded our past operations through the private placement of debt and equity securities with outside investors. The funds have been exclusively used to complete the research and development phase of the Company and deliver a production vehicle to the market.
 
For the nine months ended September 30, 2013 and September 30, 2012 the Company used cash of $1,378,634 and $2,565,672, respectively, for operations and used $8,307,649 from inception. Such cash used and accumulated losses have resulted primarily from costs related to personnel, consulting and professional fees. For the nine months ended September 30, 2013, the net cash provided by financing activities was $1,284,723 primarily from the sale of the Company’s common stock and receipts of cash from the proceeds of new short term notes payable and convertible notes.
 
 The Company estimates $1,750,000 is needed over the next 12 months to fund our operations including the servicing of $2,750,000 of convertible debt, funding the marketing plan, and paying its general obligations such as accounts payable. The Company paid quarterly interest payments through December 31, 2012 on $1,750,000 in original principal amount of secured convertible promissory notes due March 31, 2017. Effective March 31, 2013, the holders of those notes consented to extend the date on which quarterly interest payments re-commence to January 1, 2014. The accrued interest due on these convertible notes was $106,167 as of September 30, 2013. No principal payments have been applied on any of the convertible notes as of September 30, 2013.
 
The ability of the Company to achieve its business objectives is contingent upon its success in raising additional capital until adequate revenues are realized from operations. The potential sources of this additional capital are high net worth individuals, private equity funds, venture capital firms, hedge funds, and other fund management companies that invest in companies such as the Company. We have targeted our efforts to several firms which have a large clientele of high net worth individuals as well as fund managers who have monies of their own to invest and have a stated focus on small public companies like us. There can be no assurance that the Company will be successful in raising additional capital from these sources. As a contingency, on August 1, 2013 the Company entered into a factoring agreement with Catalyst Finance, L.P. pursuant to which the Company will sell certain accounts receivable and related rights to Catalyst. There are risks that our plans for raising the needed capital will not be successful, which could adversely affect the ongoing business of the Company.
 
The Company will need to raise additional capital in the immediate future in order to provide adequate operating capital to carry the Company’s operations through 2013, at which time significant revenues are expected to be generated through operations.
 
 
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Should our capital raising efforts be successful, the funds will be used to invest in new inventory, purchase capital equipment, and finance accounts receivable. However, we cannot be assured that such financing will be available to us on favorable terms, if at all, and this may delay the acquisition of cost effective parts and components and place the Company into a potential position of cash flow shortfalls and force the Company to cease operations.
 
As the Company expands its production capabilities and growth from sales, the cash flow cycle from operations is expected to become more predictable based on actual results. However, based on industry experience, it is expected that cash receipts from sales/accounts receivables will be received generally on a net 30 day basis from date of invoice and in turn to pay the Company’s accounts payable on a net 30 day basis as well.

Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our invest
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
Not required for smaller reporting companies.
 
Item 4. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective. The Company’s principal executive officer and principal financial officer has determined that there are material weaknesses in our disclosure controls and procedures as follows:
 
Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.
 
We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:
 
Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel.
     
Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.
 
Changes in Internal Control over Financial Reporting
 
Management is aware that there is a material weakness in our internal control over financial reporting and therefore has concluded that the Company’s internal controls over financial reporting were not effective as of September 30, 2013. The significant deficiency relates to a lack of segregation of duties due to the small number of employees involved with general administrative and financial matters as well as board oversight of the financial reporting process.
 
There have not been any changes in the Company's internal control over financial reporting during the quarter ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
 
 
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PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings
 
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
 
No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the Company or has a material interest adverse to the Company.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
None.
 
Item 3. Defaults Upon Senior Securities
 
None.
 
Item 4. Mine Safety Disclosures
 
Not applicable.
 
Item 5. Other Information
 
None.
 
 Item 6. Exhibits
 
Exhibit No.
 
Description
31.1
 
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
32.1
 
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
101.INS *
 
XBRL Instance Document
 
 
 
101.SCH *
 
XBRL Taxonomy Schema
 
 
 
101.CAL *
 
XBRL Taxonomy Calculation Linkbase
 
 
 
101.DEF *
 
XBRL Taxonomy Definition Linkbase
 
 
 
101.LAB *
 
XBRL Taxonomy Label Linkbase
 
 
 
101.PRE *
 
XBRL Taxonomy Presentation Linkbase
 
*      Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
25

 
SIGNATURES
 
Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
NUMBEER, INC.
 
 
Date:  November 19, 2013
By:
/s/ JAMES R. EMMONS
 
Name: James R. Emmons
 
Title: President, Chief Executive Officer and
 
Chief Financial Officer
 
(Principal Executive Officer)
 
 
26

 
Exhibit Index
 
Exhibit No.
 
Description
31.1
 
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
32.1
 
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
101.SCH
 
XBRL Taxonomy Schema
 
 
 
101.CAL
 
XBRL Taxonomy Calculation Linkbase
 
 
 
101.DEF
 
XBRL Taxonomy Definition Linkbase
 
 
 
101.LAB
 
XBRL Taxonomy Label Linkbase
 
 
 
101.PRE
 
XBRL Taxonomy Presentation Linkbase
 
 
27