**United States** 

**Securities and Exchange Commission**

**Washington, D.C. 20549**

 

**Form 10-KSB/A**

**(Amendment #1)**

 

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended: April 30, 2008

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

 

Commission file number333-136027

 

**Neema Inc.**

(Name of small business issuer in its charter)

| Nevada                                    | 20-4126700                           |
|------------------------------------------------|--------------------------------------|
| (State or other jurisdiction of           | (I.R.S. Employer Identification No.) |
| incorporation or organization)            |                                 |
|                                           |
| 421 9th Street, Manhattan Beach, CA       | 90266                           |
| (Address of principal executive offices)  | (Zip Code)                           |

 

Issuer's telephone number: (310) 374-9382 

 

Securities registered under Section 12(b) of the Exchange Act: None

 

Securities registered under Section 12(g) of the Exchange Act:

 

| Title of each class  | Name of each exchange on which registered  |
|---------------------------|-------------------------------------------------|
| Common Stock         | None                                       |

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. xYes    oNo

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  oYes     xNo

State issuer's revenues for its most recent fiscal year. $41,488

The number of shares outstanding of the issuer's common stock, $.001 par value, was 2,205,000 as of July 21, 2008.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (Check one):oYes     xNo

----

 

|                 | Table of Contents                                                                                             |    |
|----------------------|--------------------------------------------------------------------------------------------------------------------|---------|
|                 |
| PART I          |                                                                                                               |    |
|                 |
| Item 1.         | Description of Business                                                                                       | 3  |
| Item 2.         | Description of Property                                                                                       | 8  |
| Item 3.         | Legal Proceedings                                                                                             | 8  |
| Item 4.         | Submission of Matters to a Vote of Security Holders                                                           | 8  |
|                 |
| PART II         |                                                                                                               |    |
|                 |
| Item 5.         | Market for Common Equity, Related Stockholder Matters and Small Business Purchases of Equity Securities  | 9       |
| Item 6.         | Management's Discussion and Analysis or Plan of Operation                                                     | 9       |
| Item 7.         | Index to Financial Statements                                                                                 | 13      |
| Item 8.         | Changes In and Disagreements With Accountants on                                                              |    |
|                 | Accounting and Financial Disclosure                                                                           | 28      |
| Item 8A.        | Controls and Procedures                                                                                       | 28      |
| Item 8B.        | Other Information                                                                                             | 31      |
|                 |
| PART III        |                                                                                                               |    |
|                 |
| Item 9.         | Directors, Executive Officers, Promoters, Control Persons and Corporate                                       |    |
|                 | Governance; Compliance With Section 16(a) of the Exchange Act                                                 | 31      |
| Item 10.             | Executive Compensation                                                                                             | 33      |
| Item 11.        | Security Ownership of Certain Beneficial Owners and                                                           |    |
|                 | Management and Related Stockholder Matters                                                                    | 34      |
| Item 12.             | Certain Relationships and Related Transactions, and Director                                                       |    |
|                 | Independence                                                                                                  | 34      |
| Item 13.   | Exhibits                                                                                                           | 35      |
| Item 14.             | Principal Accountants Fees and Services                                                                       | 35      |

 

 

 

 

 

 

 

----

**INTRODUCTORY NOTE**

This amendment to the Company’s Annual Report on Form 10-KSB for the year ended April 30, 2008 (the “Relevant Report”) corrects the following reporting errors and omissions in the Company’s consolidated financial statements for the year ended April 30, 2008 (the “Relevant Statements”) and its Management’s Report on Internal Controls Over Financial Reporting        filed in the Relevant Report (“Management’s Report”):

|  | **•** | **Consolidated Financial Statements**– The Statement of Operations in the Relevant Statements were amended to include a column showing the Company’s results of operations from January 16, 2006 (inception) to April 30, 2008;                                                                                                                                 |
|--|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |            |                                                                                                                                                                                                                                                                                                                                                                             |
|  | **•** | **Consolidated Financial Statements**– The Statements of Cash Flows in the Relevant Statements were amended to refer to the Company’s actual inception date of January 16, 2006, not January 31, 2006, as disclosed;                                                                                                                                            |
|  |            |                                                                                                                                                                                                                                                                                                                                                                             |
|  | **•** | **Consolidated Financial Statements**– The audit report was amended to specifically reference the Company’s balance sheets as of April 30, 2008 and 2007 and its related statements of operations and cash flows for the years eneded April 30, 2008 and 2007 and the cumulative period from January 16, 2006 (inception) to April                    30, 2008; |
|  |            |                                                                                                                                                                                                                                                                                                                                                                             |
|  | **•** | **Consolidated Financial Statements**– Note 2 (“Summary of Significant Accounting Policies”) to the Relevant Statements was amended to clarify the Company’s functional currency;                                                                                                                                                                   |
|  |            |                                                                                                                                                                                                                                                                                                                                                                             |
|  | **•** | **Management’s Report**– Item 8A of the Relevant Report was amended to identify the framework used by management to evaluate the effectiveness of internal control over financial reporting in accordance with Item 308(T)(a)(2) of Regulation S-B;                                                                                                             |
|  |            |                                                                                                                                                                                                                                                                                                                                                                             |
|  | **•** | **Management’s Report**– Item 8A of the Relevant Report was amended to include management’s assessment of the effectiveness of internal control over financial reporting for the fiscal year ended April 30, 2008; and                                                                                                                                    |
|  |            |                                                                                                                                                                                                                                                                                                                                                                             |
|  | **•** | **Management’s Report**– Item 8A of the Relevant Report was amended to include the disclosure concerning any material changes to internal control over financial reporting in the fiscal quarter ended April 30, 2008.                                                                                                                                          |

The Company is filing this Form 10-KSB/A to amend Items 7 and 8A of Part II of the Relevant Report as stated above. In addition, this Form 10-KSB/A reflects revisions to Items 6 and 13 of Part II that are not associated with the errors and omissions stated above. Aside from the foregoing, this Form 10-KSB/A has not been updated for events or information subsequent to the date of filing of the        Relevant Report. Accordingly, this Form 10-KSB/A should be read in conjunction with the Company’s other filings made with the Securities and Exchange Commission (the “SEC”).

Because of the Company’s tenuous financial position, including its lack of cash and current assets, the Company anticipates that the costs stemming from this error will have a materially negative effect on the Company. No adjustments are necessary for financial statements for periods subsequent to April 30, 2008, and these errors and omissions did not result in any breach of covenants or default on        obligations by the Company.

For financial statements and a discussion of events and developments subsequent to April 30, 2008, see the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended July 31 and October 31, 2008. 

----

**PART I**

FORWARD-LOOKING STATEMENTS

Except for the historical information contained in this Annual Report, the matters discussed below or elsewhere in this Annual Report may contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements.        Neema Inc. (the "Company", "we" or "us") makes such forward-looking statements under the provisions of the "safe harbor" section of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect the Company's views and        assumptions based on information currently available to management. Such views and assumptions are based on, among other things, the Company's operating and financial performance over recent years and its expectations about its business for the current and future fiscal years. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Such statements are        subject to certain risks, uncertainties and assumptions, including, but not limited to, (a) the ability of the Company to earn revenues sufficient to pay its expenses, (b) prevailing economic conditions which may significantly deteriorate, thereby reducing the demand for the Company's products and services, (c) regulatory or legal changes affecting the Company's business, and (d) the Company’s ability to secure necessary capital for general operating or expansion purposes. Should        one or more of these or any other risks or uncertainties materialize or develop in a manner adverse to the Company, or should the Company's underlying assumptions prove incorrect, actual results of operations, cash flows or the Company's financial condition may vary materially from those anticipated, estimated or expected. Furthermore, there is no assurance that the Company's new line of business will be successfully launched or will be profitable since it depends, among other things,        on (a) the ability of the Company to raise funds for this business, (b) the successful development of our products, and (c) the success of those opportunities in the marketplace.

| **ITEM 1.** | **DESCRIPTION OF BUSINESS** |
|-------------|-----------------------------|

**General Information**

NEEMA Inc., parent company to True Health Studio (THS), was incorporated under the laws of the State of Nevada on January 16, 2006, and commenced operations in March of 2006. Under its wholly-owned subsidiary and brand name True Health Studio, NEEMA will develop a store-in-store concept utilizing professional "alternative" health care providers who require equipment and space, as well        as a flexible practicing experience.The first location was within a Gold’s Gym operation located on the campus of the University of British Columbia at #230-2155 Allison Road,Vancouver, B.C. In May 2007, THS determined this space was insufficient to carry out its business plan. THS terminated its lease at the University of British Columbia and opened another location at #200-4255 Arbutus Street, Vancouver, B.C. THS intends to provide alternative healthcare services in the        Vancouver lower mainland area, and hereafter, to expand into other regions.

We maintain our statutory registered agent's office in Carson City, Nevada and currently, our business operations are being conducted Vancouver, B.C., Canada.

**Liquidity and Financial Resources**

 As of April 30, 2008, the Company had $577 of cash on hand. The Company has incurred losses since inception aggregating $91,998 and has a working capital deficit of $46,481 at April 30, 2008. Management’s discussion and analysis, as amended, and the accompanying        financial statements, as amended, have been prepared assuming that the Company will continue as a going concern. These conditions raise substantial doubt about the Company's ability to continue as a going concern. 

**Our Business**

*General Information*

 

NEEMA Inc., (“we”, “us” or the “Company”) parent company to True Health Studio, was incorporated under the laws of the State of Nevada on January 16, 2006, and commenced operations in March 2006. Under its

 

3

----

wholly owned subsidiary and brand name True Health Studio (“THS” sometimes refers to our True Health Studios that we now operate and plan to operate in the future), we plan to develop a store-in-store concept utilizing professional "alternative" health care providers who require equipment and space, as well as a flexible practicing experience.

Our first location was within a Gold’s Gym operation located on the campus of the University of British Columbia at #230-2155 Allison Road,Vancouver, B.C. In May 2007, we determined this space was insufficient to carry out our business plan. We terminated our lease at the University of British Columbia and opened another location at #200-4255 Arbutus Street, Vancouver, B.C.        Initially, we plan to open THS studios to provide healthcare services in the Vancouver lower mainland area, and thereafter, to expand into other regions. We plan to launch our own private label vitamins and other natural health products (NHP) under the THS brand in July 2008. The supplier that we select will provide the actual nutriceuticals, the containers with lids and design and supply of labels. Presently we are in the process of selecting a company to supply the products. In August        2008, we plan to open another location, leasing space from a building that has a dental clinic and other health related offices. The location has a high volume of traffic and is easily accessible by a variety of modes of transportation. The model again will follow our concept of a store within a store, with our providing fully equipped and managed, facilities that are sought after by practitioners, due to our access to clients and flexible locations. This studio would be similar to the        first studio in size, design and layout. In November 2008, we plan to open our third location, again following our concept of opening within an existing location already operated by a partner that we will have a complementary relationship with. We have yet to start searching for this location.

We maintain our statutory registered agent's office in Carson City, Nevada and currently, our business operations are being conducted in Vancouver, B.C., Canada. Our administrative offices are located at the premises of our studio #200-4255 Arbutus Street, Vancouver, B.C. V6J 4R1.

*Concept*

We have developed and manage a store-in-store concept, utilizing professional alternative and complementary health care providers who require equipment and space, as well as a flexible, practicing environment. These multidisciplinary health centers provide high quality, cost effective, and integrative wellness solutions to patients.

We provide fully furnished facilities that offer a variety of alternative therapies and services, including, but not limited to, chiropractic care, massage therapy, acupuncture and Chinese traditional medicine. In the future, we intend to retail private label natural health products (a.k.a. nutriceuticals). We enlist practitioners as members of our facility so that they can use our        amenities and services on a fee basis. By integrating a variety of alternative medicines with other health related services, our company provides numerous choices for the consumer in one location.

Our company provides an innovative, proactive and preventative model for addressing imminent healthcare concerns. Instead of being “reactive”, we provide a modern, active approach to fitness and healthcare. The company’s mandate is to develop the maximum health potential in its patients and clients by delivering premium healthcare and rehabilitative services.        Traditional efforts are what we call reactive, that is, treating the patient after he has been stricken with illness or injury, and then obtaining the necessary treatments. Our approach, which emphasizes prevention and promotes good health, is much more proactive.

In the future, we endeavor to develop additional locations that will expand our concept to include physiotherapy, personal training, and corporate consultation and training. Therefore we see ourselves as a provider of facilities and services that cater to overall health and wellbeing.

We have implemented a ‘west coast’ feel in our studio. Following a holistic approach, our aim is to create an environment where patients will immediately feel relaxed and at ease. The traditional, clinical feel of physicians’ offices or hospital clinics will be replaced by a softer, warmer, and welcoming atmosphere that focuses on healing and the well-being. We        believe that environment plays an important role in the treatment experience and as such, special attention will be given to design and layout, with the aim of creating an inviting and calming atmosphere.

 

4

----

The member practitioners are responsible for all aspects of the practice of complementary and alternative medicine (CAM) and the delivery of all services. All of the health professionals who are granted membership with THS, are licensed and certified to practice in the province of British Columbia. Each type of healthcare is regulated by their respective regulatory boards of the        province. In addition, each practitioner is required to carry liability and malpractice insurance as per the law. Upon satisfaction that a potential candidate for membership is screened by our directors and is deemed acceptable, they must sign a membership agreement and must abide by a code of standards as laid out by the board of directors. We extend memberships only to those qualified practitioners who our directors have extensively screened, deemed to fit our corporate values and        vision and have a proven ability to build a practice.

*Company Strategy*

Our operating strategy is to (i) provide consumers the opportunity to obtain, and the convenience of obtaining complementary traditional and alternative medical treatments in one location, (ii) furnish high quality patient care efficiently through the use of credentialing standards and standardized protocols, (iii) market THS on a coordinated basis and furnish our members management,        marketing, financing and other advice and support, and (iv) achieve operating efficiencies and economies of scale through the implementation of management information systems, the rotation of alternative health care practitioners, increased purchasing power with suppliers, and standardized protocols and service, administrative systems, and procedures.

*Product and Service Description*

What is alternative healthcare?

Complementary and alternative medicine (CAM) is a broad term to describe any approach to health and medicine (including treatment and prevention) that's outside the realm of conventional medicine and clinical practice in our healthcare system.

CAM is used to improve wellness, prevent disease or help treat health problems. A definition frequently referenced in research identifies alternative medicine as a group of diverse medical and health care systems, practices, and products that are not presently considered to be part of conventional medicine (medicine as practiced by medical doctor or doctors of osteopathy and by their        allied health professionals, such as physical therapists, psychologists, and registered nurses). Alternative health care is often referred to as complementary and alternative health care.

Health Canada also refers to this type of healthcare as Complementary and Alternative Health Care or CAHC. In the past, CAHC was frequently defined as alternative to conventional health care but now due to the population’s increase use of this type of health as ‘complements’ to more conventional and traditional health care. The types of practices range in complexity        from entire systems of medicine, such as Aboriginal healing and traditional Chinese medicine, to specific physical/spiritual/pharmacological interventions, such as reflexology, relaxation therapy and herbalism.

What products and services does THS provide?

 

Our company develops and manages a fully furnished health facility, based on a store-in-store concept that will utilize professional, alternative and complementary health care providers who require equipment and space, as well as a flexible, practicing experience. These multidisciplinary health centers provide high quality, cost effective, integrative wellness healthcare to        patients.

At our existing and future studios, we are responsible for sourcing, securing and outfitting locations with specialized equipment for alternative healthcare and rehabilitation, providing a holistic and fitting ambience, and marketing the True Health Studio concept. This model allows the health professionals more flexibility as they can practice at a range of outlets in order to        service a broader range of patients. We are a wholesaler of sorts, providing the facility not to the end user, but instead to those practitioners who will in turn service clients.

There are many different kinds of alternative therapies, and several ways to operate these kinds of businesses. The following are examples of services that will be available at THS.

 

5

----

Acupuncture is an ancient Chinese art based on the theory that Chi energy flows along meridians in the body, and can be stimulated by inserting fine needles at specific points. Acupuncture is used to treat asthma, addiction, arthritis, depression, anxiety, blood pressure disorder and problems with the digestive system.

Chiropractic is a system that focuses on the relationship between bodily structure (primarily that of the spine) and function, and how that relationship affects the preservation and restoration of health. Chiropractors use manipulative therapy as an integral treatment tool.

Natural Health Products (NHP) are defined as vitamins and minerals, herbal remedies, homeopathic medicines, traditional medicines such as traditional Chinese medicines, probiotics, and other products like amino acids and essential fatty acids. Natural health products are available for self care and self selection, and do not require a prescription to be sold. These products are used        to prevent, diagnose or treat disease, restore or correct function, or maintain or promote health.

Massage or massotherapy is the manipulation of muscle and connective tissue to enhance function of those tissues and promote relaxation and well-being.

**RISK FACTORS**

***RISKS RELATING TO OUR COMPANY***

WE HAVE NOT OPERATED PROFITABLY AND HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US THEREFORE WE MAY NOT SURVIVE IF WE MEET SOME OF THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A START-UP COMPANY.

We incorporated on January 16, 2006. We have a limited operating history upon which prospective investors can judge our performance and our operations have not been profitable. We have not yet initiated all of our proposed product and service offerings and there is no guarantee that we will be able to complete development of all our proposed products and services. Any potential        investor must consider our business and prospects in light of the risks and difficulties frequently encountered by companies in their early stages of development. These risks and difficulties include, but are not limited to, an unproven business system, lack of sufficient customers, lack of revenue or cash flow and required capital expenditures for leasehold improvements and inventory. We cannot be certain that our business strategy will be successful or that we will successfully        address these risks. Our failure to address any of these risks associated above could harm our ability to operate profitably. Accordingly, there is no assurance that we will ever be profitable.

WE ARE DEPENDENT ON OUR ABILITY TO NEGOTIATE LEASE ARRANGEMENTS WITH GOLD’S GYM, AND OTHER OPERATORS OF HEALTH AND FITNESS FACILITIES.

While we have outgrown our initial studio leased space from Gold’s Gym at the University of British Columbia campus in Vancouver, we are currently in discussions with Gold’s Gym for subsequent locations of studios in additional Gold’s Gym health and fitness facilities. If these negotiations are unsuccessful, to proceed with our business plan to open additional        studios, we would have to identify and negotiate arrangements with another equivalent large corporate health and fitness facility operator. There is no assurance that, if Gold’s Gym does not proceed to negotiate further arrangements with us, we would be able to identify another health and fitness facility operator or operators to replace Gold’s Gym as providing the leased sites for our studios.

WE MAY REQUIRE ADDITIONAL FUNDS TO ACHIEVE OUR CURRENT BUSINESS STRATEGY AND OUR INABILITY TO OBTAIN ADDITIONAL FINANCING WOULD INHIBIT OUR ABILITY TO EXPAND OR EVEN MAINTAIN OUR BUSINESS OPERATIONS.

We may need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy. This financing may not be available when needed. Even if this financing is available, it may be on terms that we deem unacceptable or are materially adverse to shareholder interests with respect to dilution of book value, dividend preferences,        liquidation preferences, or other terms. Our inability to obtain financing would inhibit our ability to implement our development strategy, and as a result, could require us or

 

6

----

diminish or suspend our development strategy and possibly cease our operations. If we are unable to obtain financing on reasonable terms, we could be forced to delay, scale back or eliminate planned openings of new studios. In addition, such inability to obtain financing on reasonable terms could have a negative effect on our business, operating results, or financial condition to such extent that we are        forced to restructure, file for bankruptcy, sell assets or cease operations, any of which could put your investment dollars at significant risk.

WE MAY BE DELAYED IN OR UNABLE TO COMPLY WITH GOVERNMENTAL LAWS, RULES AND REGULATION RELATED TO OUR BUSINESS OPERATIONS, WHICH WOULD SEVERELY IMPACT OUR BUSINESS PLANS AND POSSIBLE REVENUES.

Our healthcare studio operations will be subject to extensive laws, rules and regulations. Various governmental permits are required and we are not assured of receiving such permits as and when we need them for our operations, if at all. In addition, existing, as well as future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in        the opening of our studios. The extent to which future legislation and/or regulations might affect our operations cannot be predicted. There is no assurance environmental, health or safety standards more stringent than those presently in effect will not be enacted, any of which could adversely affect our proposed business plans and result in the closure of our studios. See the “Description of Business”.

ALTHOUGH WE DO NOT HAVE ANY COMPETITION NOW, OTHER COMPANIES WITH GREATER RESOURCES AND OPERATING EXPERIENCE MAY ENTER THE MARKET FOR DEVELOPING MULTI-OUTLET ALTERNATIVE HEALTHCARE FACILITIES.

Other companies with greater resources could successfully compete with us and negatively affect our operations and our opportunity to achieve profitability. Some of the professionals that we would contract with, namely chiropractors, massage therapists or acupuncturists, may decide to develop their own brand or facilities that directly compete with NEEMA. Although we believe that our        clinics will be competitive in the marketplace, we cannot assure you that these or other companies with greater experience and greater resources than us will not negatively affect our business prospects and impair our ability to achieve profitability.

OUR SERVICES MAY NOT BE ELIGIBLE FOR INSURANCE REIMBURSEMENT.

At this time, certain amount of our services are eligible for insurance reimbursement. We expect reimbursement to be approved for virtually all of our services in Canada. However, if insurance reimbursement is not available, sales and usage of our services would be adversely affected.

WE RELY HEAVILY ON OUR MANAGEMENT, AND THE LOSS OF THEIR SERVICES COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.

Our success is highly dependent upon the continued services of key members of our management, including our President, Dr. Nigel Liang and Secretary, Dr. Nicholas Wu. The loss of Drs. Liang and Wu could have a material adverse effect on us because each of these individuals has experience and skills upon which we draw heavily in our day-to-day operations, strategic planning and        expansion activities.

BECAUSE OUR CURRENT OFFICERS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Nicholas Wu, the secretary and a director of the Company, currently devotes full time to the Company providing management services. Nigel Liang, the president and a director of the Company, currently devotes approximately between 10-15 hours per month to the Company, but will be available to assist Dr. Wu with some of his duties as and when needed. Audra Yap, the treasurer and a        director of the Company, currently devotes 5 hours per month to the Company, but will be able to assist as needed. While our executive officers presently possess adequate time to attend to our interests, it is possible that the demands on them from their other obligations could increase, with the result that they would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development.

 

7

----

 

WE ARE SEEKING TO ENTER INTO LONG-TERM, NON-CANCELABLE LEASES; THEREFORE, ONE UNSUCCESSFUL LOCATION COULD SEVERELY IMPACT OUR PROFITABILITY.

In carrying out our plan to develop, own and operate alternative healthcare studios, we will attempt to enter into leases that are non-cancelable and range in term from three to five years. Any right to sublet or assignment will generally require prior approval of the landlord. If a studio location does not perform at a profitable level, and the decision is made to close the location,        we could still be committed to perform our obligations under the lease terms, which would include, among other things, payment of the base rent for the balance of the respective lease term. If such a location closing were to occur at one of our locations and we were unable to sublet the premises, we would have a continuing rental obligation for the balance of the lease term with no offsetting revenues. Any such loss could severely impact our overall net profits.

 

OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.

As described in Note 2 of our accompanying financial statements, as amended, our limited revenues generated and our lack of any guaranteed sources of future capital create substantial doubt as to our ability to continue as a going concern. If our business plan does not work, we could remain as a start-up company with limited operations and revenues.

**Employees**

We currently have one employee and have four directors, namely, Nigel Liang, Nicholas Wu, Audra Yap and Eugene Liang.

**Reports to Security Holders**

Neema is a reporting company under the Securities Exchange Act of 1934, as amended, and files reports with the Security and Exchange Commission (SEC). The company files Form 10-QSB quarterly reports and Form 10-KSB Annual Reports.

The public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other        information regarding issuers that file electronically with the SEC at http://www.sec.gov.

| **ITEM 2.**  | **DESCRIPTION OF PROPERTY** |
|-------------------|-----------------------------|

In February 2007, the Company terminated its lease with Gold’s Gym at the University of British Columbia due to limited space with which to carry out its business plan. In the same month, the Company entered into a lease term for a period of five years. The leased premises is approximately 840 square feet. The Company is responsible for base rent of $8.96 per square foot per        year for lease years one through five.

| **ITEM 3.**   | **LEGAL PROCEEDINGS.** |
|-------------------------|------------------------|

None.

| **ITEM 4.**   | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.** |
|-------------------------|----------------------------------------------------------|

None.

 

8

----

**PART II**

| **ITEM 5.**   | **MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS **AND SMALL BUSINESS PURCHASES OF EQUITY SECURITIES.**** |
|-------------------------|------------------------------------------------------------------------------------------------------------------|

There is currently no market for our common stock.

**Holders**

As of July 21, 2008, there were 31 holders of record of the Company's common stock.

**Recent Sales of Unregistered Securities**

None.

Effective Date of Securities Act Registration Statement: August 18, 2006

Date of commencement of offering: August 25, 2006

Date of termination of offering, and if terminated whether it terminated before all securities were sold: July 19, 2007

Names of managing underwriters: N/A

Title of class of securities registered: common stock

Selling stockholder information: N/A

Expenses of offering incurred from the effective date of the registration statement to the end of fiscal year: None

None of these amounts constituted payments, direct or indirect, to our directors, officers, or persons owning over 10% of the outstanding equity securities.

**Description of our Common Stock**

There are currently 2,205,000 shares of our Common Stock issued and outstanding as at April 30, 2008. Each holder of common stock is entitled to one vote for each share held on all matters to be voted upon by the stockholders. The shares of common stock do not have cumulative voting rights, which means that holders of more than 50% of the shares of common stock voting for the election        of directors can elect all the directors.

| **ITEM 6.** | **MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION, AS AMENDED.** |
|-------------|----------------------------------------------------------------------------|

| **Amendment** |
|---------------|

This “Item 6. Managements Discussion and Analysis or Plan of Operation” has been amended to provide a more detailed disclosure under Results of Operations regarding the increase in our operating expenses and net loss for the year ended April 30, 2008; a more detailed disclosure under Plan of Operations regarding our operating expenses for the twelve months following this        report and our ability to fund those expenses; a more detailed disclosure under Liquidity and Financial Resources regarding our ability to obtain financing, potential fluctuations in our cash requirements and the consequences if we fail to raise sufficient cash; and an updated set of critical accounting policies.

 

 

9

----

**Plan of Operation**

*Background*

NEEMA Inc., the parent company to True Health Studio (THS), was incorporated under the laws of the State of Nevada on January 16, 2006, and commenced operations in March of 2006. Under its wholly-owned subsidiary and brand name True Health Studio, NEEMA will develop a store-in-store concept utilizing professional "alternative" health care providers who require equipment and space, as        well as a flexible practicing experience. The first location was within a Gold’s Gym operation located on the campus of the University of British Columbia at #230-2155 Allison Road, Vancouver, B.C. In May 2007, THS determined this space was insufficient to carry out its business plan. THS terminated its lease at the University of British Columbia and opened another location at #200-4255 Arbutus Street, Vancouver, B.C. THS intends to provide alternative healthcare services in the        Vancouver lower mainland area, and thereafter, to expand into other regions.

We maintain our statutory registered agent's office in Carson City, Nevada and currently, our business operations are being conducted in Vancouver, B.C., Canada.

*Results of Operations*

Comparison of the year ended April 30, 2008 and the period ended April 30, 2007

 

 Revenues for the year ended April 30, 2008 were $41,488 compared to $31,005 for the period ended April 30, 2007. In 2007, our business grew which warranted the leasing of larger premises. Operating expenses in the year ended April 2008 was $82,578 compared to $66,709        in 2007, an increase that was due to the growth of our business and an increase in professional fees. Comprehensive net loss in the year ended April 2008 was $42,267 compared to $35,704 in 2007. This increase was due to an increase in operating expenses that was not completely offset by our increased rental income.

 

As at April 30, 2008, we had incurred losses since inception of $85,610.

*Plan of Operation*

Our first location opened in March 2006 and operated within Gold’s Gym located at #230-2155 Allison Road, Vancouver, B.C. In February, 2007, we determined that this space was insufficient to carry out our business plan. We terminated this lease and in April 2007, we opened a larger location at #200-4255 Arbutus Street, Vancouver, B.C. The premises has five fully-equipped and        furnished treatment rooms. The rooms have all necessary equipment and supplies to support our multidisciplinary practices. The hours of operation are 7 days a week, 12 hours per day. We have already engaged practitioners from chiropractic, massage therapy and traditional Chinese medicine backgrounds.

We are responsible for pre-allotting practitioner time slots at the beginning of each month. Initially due to limited cash resources, the manager and the practitioners will be taking bookings from the clients. In the future, as cash flows permit, we will investigate hiring dedicated staff and installing infrastructure to handle inquiries and booking. We will investigate a centralized        booking model for patients as we develop and manage more locations.

|   | Centralized booking options that we will explore: |
|--------|---------------------------------------------------|

| *                | a central booking office where all booking requests for any outlet goes through one number;                            |
|---------------------------------|------------------------------------------------------------------------------------------------------------------------|
|                            |
| *      | computer terminals at each location with special software that will link all outlets to a central database system; and |
|                            |
| *      | a combination of a central booking office, with a central database that is connected to terminals at each location.    |
|                            |

 

 

10

----

|   | We will investigate the costs as well as the operational feasibility of these options. |
|--------|----------------------------------------------------------------------------------------|

As part of our marketing and development plan, we are in the process of creating a website that will provide information to prospective and current patients about our integrated complementary, alternative healthcare and wellness services. We also plan to offer wellness-oriented products, services and health information to patients and others through our website. We expect that such        products will include vitamins, dietary supplements and educational information relative to certain illnesses and diseases. We also plan to use the website to facilitate communication with our member practitioners.

Our expansion strategy is to continue to develop and manage additional locations, to facilitate the development of integrated networks of affiliated physicians, chiropractors and other health care providers. We plan to continue to develop strategic alliances with other health facilities and clubs, corporations, government offices or other organizations. This will assist us in        continuing to develop our brand recognition and maintain our advantages over our competitors.

We estimate our general operating expenses for the next twelve months to be $60,000, consisting of legal, accounting, auditing and consulting fees. We had a working capital deficit of $46,481 as of April 30, 2008, and were not generating revenue at full capacity. We do not currently have sufficient capital to fund our estimated expenditures for the fiscal year and intend to fund the        expenditures through equity and/or debt financing and revenues from the rental of our facility. There can be no assurance that financing will be available on acceptable terms, if at all.

**Liquidity and Financial Resources**

As of April 30, 2008, the Company had $577 of cash on hand and that was its only current asset. Through April 30, 2008, the Company was in the development stage and has generated revenues. However, it is not operating at full capacity. As of April 30, 2008, the Company had liabilities of $47,058, consisting of amounts due to related parties and accrued liabilities. The Company has        incurred losses since inception aggregating $91,998, which includes other comprehensive loss of $6,388, and has working capital and stockholders' deficiencies of $46,481 at April 30, 2008. Management’s discussion and analysis, as amended, and the accompanying financial statements, as amended, have been prepared assuming that the Company will continue as a going concern. These conditions raise substantial doubt about the Company's ability to continue as a going        concern.

To date, the Company has covered operating deficits through its financing activities. During the year ended April 30, 2008, the Company had outstanding advances due to its officers of $27,405, which is uncollateralized, due on demand and bears no interest. During the year ended April 30, 2008 the Company repaid its officers $56,688 of the amounts due. Its        officers advanced the Company additional funds in the amount of $6,500 and paid $17,840 in expenses on behalf of the Company during the year ended April 30, 2008.

In September 2006, the Company commenced an SB-2 offering. Through April 30, 2007, the Company had raised $50,250, the equivalent of 1,005,000 shares of its common stock to investors in the offering. Subsequent to April 30, 2007, we received an additional $10,000 for 200,000 shares of common stock. The total of 2,205,000 shares under the offering has been issued.

While we continue to work towards 100% capacity at our new location, we feel that current cash on hand is insufficient to satisfy cash requirements. If we are unable to continue to develop and implement a profitable business plan, we will be required to seek additional avenues to obtain funds necessary to sustain operations, including equity and/or debt financing. There can be no        assurance that financing will be available on acceptable terms, if at all.

Given that we have not achieved significant profitable operations to date, our cash requirements are subject to numerous contingencies and risk factors beyond our control, including operational and development risks, competition from well-funded competitors and our ability to manage growth. We can offer no assurance that we will generate cash flow sufficient to achieve profitable        operations or that our expenses will not exceed our projections. If our expenses exceed estimates, we will require additional monies during the next twelve months.

**Critical Accounting Policies**

Our accounting policies are explained in Note 2 to the audited consolidated financial statements, as amended, for the year ended April 30, 2008 included in this Form 10-KSB/A. We consider the following accounting

 

11

----

policies to be critical given they involve estimates and judgments made by management and are important for our investors’ understanding of our operating results and financial condition. 

*Foreign Currency Translation Gains/Losses*

 

The Company has adopted Financial Accounting Standard No. 52.  Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date.  Gains or losses are included in income for the year, except gains or losses relating to long-term debt, which are deferred and amortized over the remaining term of the        debt.  Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction.

 

 The Company uses the Canadian Dollar as its functional currency. Transactions denominated in currencies other than the entity’s functional currency are translated into the entity’s functional currency at the exchange rate ruling on the date of the transaction. Monetary assets        and liabilities denominated in foreign currencies are retranslated at the exchange rate ruling on the balance sheet date. Currency translation differences are recognized in the statement of income for the period.

 

On consolidation, the results of operations and cash flows whose functional currency is other than the US dollar are translated into US dollars at the average exchange rate for the period and their assets and liabilities are translated into US dollars at the exchange rate ruling on the balance sheet date. Currency translation differences are recognized within other comprehensive income as a separate        component of shareholders’ equity. In the event that such an operation is sold, the cumulative currency translation differences that are attributable to the operation are reclassified to income.

 

*Going Concern*

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

 

As shown in the financial statements, the Company incurred a net loss for the period ending April 30, 2008, and has an accumulated deficit $91,998 since the inception of the Company. These factors indicate that the Company may be unable to continue in existence. The financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and        classification of liabilities that might be necessary in the event the Company cannot continue existence. During the year ended April 30, 2008, the Company raised approximately $10,000, in addition to the $50,000 raised in the year ended 2007, to allow it to continue its operations over the next twelve months. However, there are inherent uncertainties and management cannot provide assurances that it will be successful in its endeavors. See note 5.

 

*Principles of Consolidation*

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. References herein to the Company include the Company and its subsidiaries, unless the context otherwise requires.  

 

*Revenue and Cost Recognition*

 

The Company recognizes revenue from sales when there is persuasive evidence that an arrangement exists, services have been rendered, and the seller’s price to the buyer is fixed or determinable and collectibility is reasonably assured. Revenue is not recognized until it is realized or realizable and earned.

 

*Use of Estimates*

 

The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses.  Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements.  Accordingly, upon        settlement, actual results may differ from estimated amounts. 

 

12

----

| **ITEM 7.** | **FINANCIAL STATEMENTS, AS AMENDED.** |
|-------------|---------------------------------------|

 

13

----

14

----

15

----

**NEEMA, Inc.**

**(A Development Stage Company)**

**Consolidated Balance Sheets**

**(Expressed in U.S. dollars)**

 

|                                                                                                                                | April 30,                        2008

$ | April 30,                        2007

$ |
|-------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------|------------------------------------------|
|                                                                                                                                |                                     |                                     |
| ASSETS                                                                                                                              |                                     |                                     |
|                                                                                                                                |                                     |                                     |
| Current Assets                                                                                                                      |                                     |                                     |
|                                                                                                                                |                                     |                                     |
| Cash                                                                                                                                | 577                                      | 49,918                                   |
|                                                                                                                                |                                     |                                     |
| TOTAL CURRENT ASSETS                                                                                                                | 577                                      | 49,918                                   |
|                                                                                                                                |                                     |                                     |
| Fixed assets, net                                                                                                                   | 17,402                                   | 23,083                                   |
|                                                                                                                                |                                     |                                     |
| Other assets                                                                                                                        | 2,331                                    | 3,583                                    |
|                                                                                                                                |                                     |                                     |
| TOTAL ASSETS                                                                                                                        | 20,310                                   | 76,584                                   |
|                                                                                                                                |                                     |                                     |
|                                                                                                                                |                                     |                                     |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                         |                                     |                                     |
|                                                                                                                                |                                     |                                     |
| Current Liabilities                                                                                                                 |                                     |                                     |
|                                                                                                                                |                                     |                                     |
| Accounts payable                                                                                                                    | –                                  | 1,330                                    |
| Related party – accounts payable                                                                                              | –                                  | 4,298                                    |
| Due to related party                                                                                                                | 27,405                                   | 53,571                                   |
| Accrued liabilities                                                                                                                 | 19,653                                   | 5,865                                    |
| Other liability - equity                                                                                                            | –                                  | 50,250                                   |
|                                                                                                                                |                                     |                                     |
| TOTAL CURRENT LIABILITIES                                                                                                           | 47,058                                   | 115,314                                  |
|                                                                                                                                |                                     |                                     |
|                                                                                                                                |                                     |                                     |
| Stockholder’s Deficit                                                                                                         |                                     |                                     |
|                                                                                                                                |                                     |                                     |
| Common stock

Authorized: 25,000,000 shares, par value $0.001;

2,205,000 and 1,000,000 shares issued and outstanding, respectively | 2,205                                    | 1,000                                    |
|                                                                                                                                |                                     |                                     |
| Additional paid-in capital                                                                                                          | 63,045                                   | 4,000                                    |
|                                                                                                                                |                                     |                                     |
| Accumulated deficit during development stage                                                                                        | (91,998)                                 | (43,730)                                 |
|                                                                                                                                |                                     |                                     |
| TOTAL STOCKHOLDERS’ DEFICIT                                                                                                   | (26,748)                                 | (38,730)                                 |
|                                                                                                                                |                                     |                                     |
| TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT                                                                                 | $ 20,310                                 | $ 76,584                                 |
|                                                                                                                                |                                     |                                     |

The accompanying notes are an integral part of these consolidated financial statements.

 

 

16

----

**NEEMA, Inc.**

**(A Development Stage Company)**

**Consolidated Statement of Operations**

**(Expressed in U.S. dollars)**

 

|                                                                    | For the Year                        Ended

April 30, 2008 | For the Year                        Ended

April 30, 2007 | From Inception

January 16, 2006

through April 30, 2008 |
|-------------------------------------------------------------------------|-----------------------------------------------------------|-----------------------------------------------------------|----------------------------------------------------------|
|                                                                    |                                                      |                                                      |                                                     |
|                                                                    |                                                      |                                                      |                                                     |
| RENTAL INCOME                                                           | $ 41,488                                                  | $ 31,005                                                  | $ 76,192                                                 |
|                                                                    |                                                      |                                                      |                                                     |
| OPERATING EXPENSES                                                      |                                                      |                                                      |                                                     |
|                                                                    |                                                      |                                                      |                                                     |
| Rent                                                                    | 27,964                                                    | 26,708                                                    | 58,255                                                   |
| General and administrative                                              | 13,111                                                    | 12,696                                                    | 27,961                                                   |
| Supplies                                                                | 185                                                       | 4,107                                                     | 10,037                                                   |
| Professional Fees                                                       | 35,843                                                    | 21,430                                                    | 57,273                                                   |
| Depreciation                                                            | 5,475                                                     | 1,768                                                     | 7,486                                                    |
|                                                                    |                                                      |                                                      |                                                     |
| Total Operating Expenses                                                | 82,578                                                    | 66,709                                                    | 161,012                                                  |
|                                                                    |                                                      |                                                      |                                                     |
| LOSS FROM OPERATIONS                                                    | (41,090)                                                  | (35,705)                                                  | (84,820)                                                 |
|                                                                    |                                                      |                                                      |                                                     |
| OTHER INCOME (EXPENSE)                                                  |                                                      |                                                      |                                                     |
|                                                                    |                                                      |                                                      |                                                     |
| Interest expense                                                        | (790)                                                     | –                                                   | (790)                                                    |
| Total Other Income (Expense)                                            |                                                      |                                                      |                                                     |
|                                                                    |                                                      |                                                      |                                                     |
| LOSS BEFORE INCOME TAXES                                                | (41,880)                                                  | (35,705)                                                  | (85,610)                                                 |
|                                                                    |                                                      |                                                      |                                                     |
| INCOME TAX EXPENSE                                                      | –                                                   | –                                                   | –                                                  |
|                                                                    |                                                      |                                                      |                                                     |
| NET LOSS                                                                | $ (41,880)                                                | $ (35,705)                                                | $ (85,610)                                               |
|                                                                    |                                                      |                                                      |                                                     |
| OTHER COMPREHENSIVE INCOME/(LOSS)                                       |                                                      |                                                      |                                                     |
|                                                                    |                                                      |                                                      |                                                     |
| Foreign exchange gain (loss)                                            | (6,388)                                                   | –                                                   | (6,388)                                                  |
|                                                                    |                                                      |                                                      |                                                     |
| COMPREHENSIVE NET LOSS                                                  | $ (48,268)                                                | $ (35,705)                                                | $ (91,998)                                               |
|                                                                    |                                                      |                                                      |                                                     |
| NET LOSS PER SHARE

BASIC AND DILUTED                                   | $ (0.02)                                                  | $ (0.04)                                                  |                                                     |
|                                                                    |                                                      |                                                      |                                                     |
| WEIGHTED AVERAGE NUMBER OF

COMMON SHARES OUTSANDING

BASIC AND DILUTED | 2,004,167                                                 | 1,000,000                                                 |                                                     |
|                                                                    |                                                      |                                                      |                                                     |

 The accompanying notes are an integral part of these financial statements.

 

17

----

**NEEMA Inc.**

**(A Development Stage Company)**

**Consolidated Statements of Stockholders’ Deficit**

**April 30, 2008**

**(Expressed in U.S. dollars)**

 

|                                                             |            |       |          |        |     |
|------------------------------------------------------------------|-----------------|------------|---------------|-------------|----------|
|                                                             |            |       |          | Deficit     |     |
|                                                             |            |       |          | Accumulated |     |
|                                                             | Common Stock    | Additional | During the    |        |
|                                                             | Number of  |       | Paid-in  | Development |     |
|                                                             | Shares          | Amount     | Capital  | Stage       | Total    |
|                                                             | #               | $          | $             | $           | $        |
|                                                             |            |       |          |        |     |
| Balance, January 16, 2006 (Inception)                       | –         | –    | –       | –     | –  |
|                                                             |            |       |          |        |     |
| Stock issued for cash on March 8, 2006 at $0.005 per share  | 1,000,000       | 1,000      | 4,000         | –     | 5,000    |
|                                                             |            |       |          |        |     |
| Net loss for the period ended April 30, 2007                     | –    | –    | –       | (43,730)    | (43,730) |
|                                                             |            |       |          |        |     |
| Balance, April 30, 2007                                     | 1,000,000       | 1,000      | 4,000         | (43,730)    | (38,730) |
|                                                             |            |       |          |        |     |
| Stock issued for cash on July 2007 at $0.005 per share      | 1,205,000  | 1,205      | 59,045        | –     | 60,250   |
|                                                             |            |       |          |        |     |
| Net loss                                                         | –         | –    | –       | (41,880)    | (41,880) |
|                                                             |            |       |          |        |     |
| Comprehensive loss on foreign translation                        | –         | –    | –       | (6,388)     | (6,388)  |
|                                                             |            |       |          |        |     |
| Balance, April 30, 2008                                     | 2,205,000       | 2,205      | 63,045        | (91,998)    | (26,748) |

 The accompanying notes are an integral part of these financial statements.

 

18

----

**NEEMA, Inc.**

**(A Development Stage Company)**

**Consolidated Statement of Cash Flows**

**(expressed in U.S. dollars)**

 

|                                               | For the Year Ended

April 30, 2008 | For the Year Ended

April 30, 2007 | From Inception

January 16, 2006 through April 30, 2008 |
|----------------------------------------------------|------------------------------------|------------------------------------|---------------------------------------------------------|
|                                               |                               |                               |                                                    |
| Cash flows from operating activities               |                               |                               |                                                    |
|                                               |                               |                               |                                                    |
| Net profit/loss                                    | $ (41,880)                         | $ (35,704)                         | $ (85,610)                                              |
|                                               |                               |                               |                                                    |
| Adjustments to reconcile net loss                  |                               |                               |                                                    |
|                                               |                               |                               |                                                    |
| Depreciation                                       | 5,475                              | 1,768                              | 7,486                                                   |
|                                               |                               |                               |                                                    |
| Changes in operating assets and liabilities:       |                               |                               |                                                    |
|                                               |                               |                               |                                                    |
| (Increase) decrease accounts receivable            | –                            | –                            | –                                                 |
| (Increase) decrease other assets                   | 1,252                              | –                            | (2,331)                                                 |
| Increase (decrease) accrued liabilities            | 13,788                             | 5,864                              | 19,653                                                  |
| Increase (decrease) accounts payable               | (1,330)                            | 1,330                              | –                                                 |
| Increase (decrease) related party accounts payable | (4,298)                            | 3,610                              | –                                                 |
|                                               |                               |                               |                                                    |
| Net cash used in operating activities              | (26,993)                           | (23,130)                           | (60,802)                                                |
|                                               |                               |                               |                                                    |
| Cash flows from investing Activities               |                               |                               |                                                    |
|                                               |                               |                               |                                                    |
| Purchase of fixed assets                           | –                            | (17,796)                           | (25,383)                                                |
|                                               |                               |                               |                                                    |
| Net cash used in investing activities              | –                            | (17,796)                           | (25,383)                                                |
|                                               |                               |                               |                                                    |
| Cash flows from financing activities               |                               |                               |                                                    |
|                                               |                               |                               |                                                    |
| Sale of common stock                               | –                            | –                            | 5,000                                                   |
| Cash from subscription agreements                  | 10,000                             | 50,250                             | 60,250                                                  |
| Loan repayment                                     | (56,688)                           | (17,922)                           | (74,610)                                                |
| Proceeds from loans and advances, related party    | 24,340                             | 31,770                             | 96,122                                                  |
|                                               |                               |                               |                                                    |
| Net cash provided by financing activities          | (22,348)                           | 64,098                             | 86,762                                                  |
|                                               |                               |                               |                                                    |
| Net increase (decrease) in cash                    | (49,341)                           | 23,172                             | 577                                                     |
|                                               |                               |                               |                                                    |
| Other comprehensive income (loss)                  | –                            | –                            | –                                                 |
|                                               |                               |                               |                                                    |
| Cash – Beginning of Period                   | 49,918                             | 26,747                             | –                                                 |
|                                               |                               |                               |                                                    |
| Cash – End of Period                         | **$ 577**                          | **$ 49,918**                       | **$ 577**                                               |
|                                               |                               |                               |                                                    |
|                                               |                               |                               |                                                    |
| Supplemental Disclosures                           |                               |                               |                                                    |
|                                               |                               |                               |                                                    |
| Interest paid                                      | $ –                          | $ –                          | $ –                                               |
| Income taxes paid                                  | $ –                          | $ –                          | $ –                                               |
|                                               |                               |                               |                                                    |

 The accompanying notes are an integral part of these financial statements.

 

19

----

**NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS**

 

NEEMA, Inc. ("the Company") was incorporated under the laws of the State of Nevada on January 16, 2006 for the purpose to promote and carry on any lawful business for which a corporation may be incorporated under the laws of the State of Nevada. The Company has a total of 25,000,000 authorized shares with a par value of $0.001 per share and with 2,205,000 shares issued and outstanding as of April 30,        2008. The Company's year end for accounting purposes is April 30.

 

In March 8, 2006, the Company invested $5,000 to acquire 100% ownership in True Health Studio, Inc, a company incorporated under the laws of British Columbia, Canada. Under the brand name True Health Studio, NEEMA will develop a store-in-store concept utilizing professional "alternative" health care providers who require equipment and space, as well as a flexible practicing experience. The first location        was within a Gold’s Gym operation located on the campus of the University of British Columbia at #230-2155 Allison Road, Vancouver, B.C. In May 2007, THS determined this space was insufficient to carry out its business plan. THS terminated its lease at the University of British Columbia and opened another location at #200-4255 Arbutus Street, Vancouver, B.C.

 

The Company operates through its lone subsidiary, True Health Studio, Inc., which is a Canadian Corporation.

 

NEEMA, Inc. (the parent company) is now a holding company.

 

**NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

 

This summary of significant accounting policies of NEEMA, Inc. is presented to assist in understanding the Company’s financial statements.  The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of        America and have been consistently applied in the preparation of the financial statements.

 

Accounting Method 

The Company’s financial statements are prepared using the accrual method of accounting.

 

Comprehensive Income 

In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (hereinafter “SFAS No. 130”).  SFAS No. 130 established standards for reporting and displaying comprehensive income, its components and accumulated balances.  SFAS No. 130 is effective for periods beginning after December 15,        1997.  The Company adopted this accounting standard.

 

Cash and Cash Equivalents 

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.  At April 30, 2008 and 2007, the Company did not have cash equivalents.

 

Development Stage Activities

 

Costs Associated with Exit or Disposal Activities 

In June 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (hereinafter “SFAS No. 146”).  SFAS No. 146 addresses significant issues regarding the recognition, measurement, and reporting of costs associated with exit and disposal activities, including        restructuring activities.  SFAS No. 146 also addresses recognition of certain costs related to terminating a contract that is not a capital lease, costs to consolidate facilities or relocate employees, and termination benefits provided to employees that are involuntarily terminated under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract.  SFAS No. 146 was issued in June

 

20

----

2002 and is effective for activities after December 31, 2002.  There has been no impact on the Company’s financial position or results of operations from adopting SFAS No. 146.

 

Derivative Instruments 

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (hereinafter “SFAS No. 133”), as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities – Deferral of the Effective Date of FASB No. 133”, and SFAS No. 138,        “Accounting for Certain Derivative Instruments and Certain Hedging Activities”, and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”.  These statements establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the        balance sheet and measure those instruments at fair value.

 

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not        designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

 

Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

 

At April 30, 2008 and 2007, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

 

Earnings per Common Share

The Company adopted Financial Accounting Standards (SFAS) No. 128, Earnings Per Share, which simplifies the computation of earnings per share requiring the restatement of all prior periods.

 

Basic earnings per share are computed on the basis of the weighted average number of common shares outstanding during each year. Diluted earnings per share are computed on the basis of the weighted average number of common shares and dilutive securities outstanding. Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation. At April 30, 2008 and        2007, diluted net loss per share is the same as basic net loss per share, as there are no common stock equivalents outstanding

 

Fair Value of Financial Instruments 

The carrying amounts for cash, deposits, prepaid expenses, receivables, accounts payable, loans payable, accrued liabilities, and convertible debt approximate their fair value.

 

Foreign Currency Translation Gains/Losses 

The Company has adopted Financial Accounting Standard No. 52.  Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date.  Gains or losses are included in income for the year, except gains or losses relating to long-term debt, which are deferred and amortized over the remaining term of the        debt.  Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction.

 

The Company uses the Canadian Dollar as its functional currency. Transactions denominated in currencies other than the entity’s functional currency are translated into the entity’s functional currency at the exchange rate ruling on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rate ruling on the balance sheet        date. Currency transaction differences are recognized in the statement of income for the period.

 

On consolidation, the results of operations and cash flows whose functional currency is other than the US dollar are translated into US dollars at the average exchange rate for the period and their assets and liabilities are translated into US dollars at the exchange rate ruling on the balance sheet date. Currency translation differences are recognized within other comprehensive income as a separate        component of

 

21

----

shareholders’ equity. In the event that such an operation is sold, the cumulative currency translation differences that are attributable to the operation are reclassified to income.

 

Going Concern 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

 

As shown in the financial statements, the Company incurred a net loss for the period ending April 30, 2008, and has an accumulated deficit $91,998 since the inception of the Company. These factors indicate that the Company may be unable to continue in existence. The financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and        classification of liabilities that might be necessary in the event the Company cannot continue existence. During the year ended April 30, 2008, the Company raised approximately $10,000, in addition to the $50,250 raised in the year ended 2007, to allow it to continue its operations over the next twelve months. However, there are inherent uncertainties and management cannot provide assurances that it will be successful in its endeavors. See note 5.

 

Principles of Consolidation 

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. References herein to the Company include the Company and its subsidiaries, unless the context otherwise requires.  

 

Property and Equipment 

Property and equipment are stated at cost.  Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years.  See Note 3.

 

Provision for Taxes 

Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (hereinafter “SFAS No. 109”).  Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their        financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by SFAS No. 109 to allow recognition of such an asset.

 

Recent Accounting Pronouncements 

In June 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Emerging Issues Task Force (EITF) No. 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities." Under the FSP, unvested share-based payment awards that contain rights to receive nonforfeitable dividends (whether paid or unpaid) are participating        securities, and should be included in the two-class method of computing EPS. The FSP is effective for fiscal years beginning after December 15, 2008, and interim periods within those years, and is not expected to have a significant impact on the Company's results of operations, financial condition or liquidity. In May 2008, the FASB issued Financial Accounting Standard (FAS) No. 162, "The Hierarchy of Generally Accepted Accounting Principles." The statement is intended to improve        financial reporting by identifying a consistent hierarchy for selecting accounting principles to be used in preparing financial statements that are prepared in conformance with generally accepted accounting principles. Unlike Statement on Auditing Standards (SAS)No. 69, "The Meaning of Present in Conformity With GAAP," FAS No. 162 is directed to the entity rather than the auditor. The statement is effective 60 days following the SEC's approval of the Public Company Accounting Oversight        Board (PCAOB) amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with GAAP," and is not expected to have any impact on the Company's results of operations, financial condition or liquidity.

 

In April 2008, the FASB issued FSP FAS No. 142-3, which amends the factors that must be considered in developing renewal or extension assumptions used to determine the useful life over which to amortize the cost of a recognized intangible asset under FAS No. 142, "Goodwill and Other Intangible Assets." The FSP requires an entity to consider its own assumptions about renewal or extension of the term of the        arrangement, consistent with its expected use of the asset, and is an attempt to improve consistency

 

22

----

between the useful life of a recognized intangible asset under FAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under FAS No. 141, "Business Combinations." The FSP is effective for fiscal years beginning after December 15, 2008, and the guidance for determining the useful life of a recognized intangible asset must be applied prospectively to intangible assets        acquired after the effective date. The FSP is not expected to have a significant impact on the Company's results of operations, financial condition or liquidity.

 

In December 2007, the FASB issued FAS No. 160, "Accounting for Noncontrolling Interests." FAS No. 160 clarifies the classification of noncontrolling interests in consolidated statements of financial position and the accounting for and reporting of transactions between the reporting entity and holders of such noncontrolling interests. Under the standard, noncontrolling interests are considered equity and        should be reported as an element of consolidated equity, and net income will encompass the total income of all consolidated subsidiaries and there will be separate disclosure on the face of the income statement of the attribution of that income between the controlling and noncontrolling interests. FAS No. 160 is effective prospectively for fiscal years beginning after December 15, 2008, and is not expected to have a significant impact on the Company's results of operations, financial        condition or liquidity.

 

In February 2007, FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115" ("SFAS No. 159").  SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value.  The objective is to improve financial reporting by providing entities with the        opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  SFAS No. 159 is expected to expand the use of fair value measurement, which is consistent with the Company's long-term measurement objectives for accounting for financial instruments.  SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007,        although earlier adoption is permitted.  Management has determined that adopting this statement had no effect on the Company’s financial condition or results of operation.

 

In September 2006, FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R)" ("SFAS No. 158").  SFAS No. 158 requires an employer to recognize the overfunded or underfunded positions of a defined benefit post-retirement plan (other than a multi-employer plan) as an asset or liability        in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization.  SFAS No. 158 also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.  Management has determined that adopting this statement had no        effect on the Company’s financial condition or results of operation.

 

In September 2006, FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements.  Where applicable, SFAS No. 157 simplifies and codifies related guidance within GAAP and does not require any new fair value measurements.  SFAS No. 157 is        effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  FSP No. 157-2 delays for one year the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis. The deferral is intended to allow the FASB and constituents additional time to consider the effect of various implementation issues that have arisen, or that        may arise, from the application of SFAS No. 157. Examples of items for which the deferral applies include asset retirement obligations, certain long-lived assets for an impairment assessment, certain assets and liabilities in a business combination, and certain liabilities involved with exit or disposal activities. Management has determined that adopting this statement had no effect on the Company’s financial condition or results of operation.

 

 In March 2008, the FASB issued FAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities," an amendment of FASB Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities". FAS No. 161 requires entities to provide greater transparency about how and        why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under FAS No. 133, and how derivative instruments and related hedged items affect an entity's financial position, results of operations, and cash flows. The statement is effective for financial statements issues for

 

23

----

fiscal years and interim periods beginning after November 15, 2008, and is not expected to have a significant impact on the Company's results of operations, financial condition or liquidity.

 

In December 2007, the FASB issued FAS No. 141(R), "Applying the Acquisition Method." FAS No. 141(R) provides guidance for the recognition of the fair values of the assets acquired upon initially obtaining control, including the elimination of the step acquisition model. The standard is effective for acquisitions made in fiscal years beginning after December 15, 2008, and is not expected to have a        significant impact on the Company's results of operations, financial condition or liquidity. 

 

In March 2006, FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets - an amendment of SFAS No. 140" ("SFAS No. 156").  SFAS No. 156 requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in any of the following situations: a transfer of the servicer's financial        assets that meets the requirements for sale accounting; a transfer of the servicer's financial assets to a qualifying special purpose entity ("SPE") in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities and classifies them as either available-for-sale securities or trading securities; or an acquisition or assumption of an obligation to service a financial asset that does not relate to financial assets of the servicer or its consolidated        affiliates.  SFAS No. 156 also requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable, and permits an entity to choose either the amortization or fair value method for subsequent measurement of each class of servicing assets and liabilities.  SFAS No. 156 further permits, at its initial adoption, a one-time reclassification of available for sale securities to trading securities by entities with        recognized servicing rights, without calling into question the treatment of other available-for-sale securities under SFAS No. 115, "Accounting for Debt and Equity Securities," provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value and requires separate presentation of servicing assets and servicing        liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities.  SFAS No. 156 is effective for fiscal years beginning after September 15, 2006, with early adoption permitted as of the beginning of an entity's fiscal year. Management has determined that adopting this statement had no effect on the Company’s financial condition or results of        operation.

 

Revenue and Cost Recognition

The Company recognizes revenue from sales when there is persuasive evidence that an arrangement exists, services have been rendered, and the seller’s price to the buyer is fixed or determinable and collectibility is reasonably assured. Revenue is not recognized until it is realized or realizable and earned.

 

Use of Estimates 

The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses.  Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements.  Accordingly, upon        settlement, actual results may differ from estimated amounts.

 

**NOTE 3 – PROPERTY AND EQUIPMENT**

 

Property and equipment are stated at cost.  Depreciation is provided using the straight-line method over the estimated useful lives of the assets.  The useful lives of property and equipment for purposes of computing depreciation are three to seven years. Leasehold improvements are amortized over the shorter of the estimated useful life of the improvements or the remaining term of the lease. The        cost and related accumulated depreciation of property or equipment sold or otherwise disposed of are removed from the accounts and the resulting gains or losses are included in the statement of operations.

 

The following is a summary of property, equipment, leasehold improvements and accumulated depreciation and amortization:

 

 

 

24

----

 

|                                      | April 30, 2008 |   | April 30, 2007 |
|-------------------------------------------|----------------|--------|----------------|
| Computer hardware                         | $ 2,100        |   | $ 2,100        |
| Furniture & Fixtures                  | 5,198          |   | 5,198          |
| Leasehold Improvements                    | 17,795         |   | 17,796         |
| Subtotal                                  | 25,093         |   | 25,093         |
| Less accum. Depreciation and amortization | 7,691          |   | 2,011          |
| Property and Equipment, net               | $ 17,402       |   | $ 23,083       |

 

Depreciation expense for the year ended April 30, 2008 and 2007 was $5,475 and $1,768, respectively.  In accordance with the Financial Accounting Standards Board’s Statements of Financial Accounting Standards Statement No. 144 – “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), all of the Company’s long-lived assets are reviewed        for impairment whenever events or changes in circumstances indicate the carrying amount may not be recovered. If the sum of the expected future cash flows is less than the carrying amount of the asset, a loss is recognized. Maintenance and repairs are expensed as incurred.  Replacements and betterments are capitalized.  The cost and related reserves of assets sold or retired are removed from the accounts, and any resulting gain or loss is reflected in results of        operations.

 

**NOTE 4 – INCOME TAXES**

 

At April 30, 2008, the Company had deferred tax assets principally arising from net operating loss carryforwards for income tax purposes. The Company calculates its deferred tax assets using the Federal tax rates of 34%.  Due to operating losses, the uncertainty of future profits and limitations on the utilization of net operating loss carry-forwards under IRC Section 382, a valuation allowance has        been recorded to fully offset the Company’s deferred tax assets. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income        and tax planning strategies in making this assessment. Based upon the level of historical taxable losses and projections for future taxable losses over the periods which the deferred tax assets are deductible, management believes it is more likely than not that the Company will not realize the benefits of these deductible differences, and thus has recorded a valuation allowance against the entire deferred tax asset balance. As of April 30, 2008 and 2007 the valuation allowances were        $29,000 and $12,000 respectively. The change in the valuation allowance during 2008 was an increase of $17,000. The Company’s significant components of net deferred tax assets are as follows:  

 

|                             |    | April 30, 2008 |     |   | April 30, 2007 |    |
|----------------------------------|--------------|----------------|----------|--------|----------------|---------|
|                             |    |           |     |   |           |    |   |   |
| Net operating loss carryforwards |    | $              | 86,000   |   |           | $       | 44,000 |   |
|                             |         |           |     |   |           |    |   |   |
| Deferred tax assets:             |         |           | 29,000   |   |           |    | 15,000 |   |
|                             |         |           |     |   |           |    |   |   |
| Less: valuation allowance        |    |           | (29,000) |   |           |    | (15,000) |   |
| Net deferred tax assets          |    | $              | -        |   |           | $  | -  |   |

 

At April 30, 2008 and 2007, the Company had net operating loss carryforwards of approximately $86,000 and $35,000 for federal income tax purposes, respectively. The net operating loss carryforwards are available to be utilized against future taxable income for years through fiscal 2027, subject to the Tax Reform Act of 1986 which imposed substantial restrictions on the utilization of net operating losses        and tax credits in the event of an "ownership change" as defined by the Internal Revenue Code. Federal and state

 

25

----

net operating losses are subject to limitations as a result of these restrictions. Under such circumstances, the Company's ability to utilize its net operating losses against future income may be reduced.

 

A reconciliation of the statutory federal income tax rate with the Company’s effective income tax provision (benefit) rate for continuing operations is as follows:

 

|                   | April 30,                        2008 |   | April 30,                        2007 |
|------------------------|---------------------------------------|--------|---------------------------------------|
| Federal statutory rate | 34.0%                                 |   | 34.0%                                 |
| Valuation allowance    | (34.0%)                               |   | (34.0%)                               |
|                   | (0.0) %                               |   | (0.0)%                                |
|                   |                                  |   |                                  |

 

In June 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (hereinafter “FIN 48”), which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax        return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 has no material impact on the Company’s financial reporting.

 

**NOTE 5 – COMMON STOCK**

 

The Company is authorized to issue 25,000,000 shares of $0.001 par value common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

 

During the year ended April 30, 2006, the Company issued 1,000,000 shares of common stock for $5,000 cash.

 

In August 2006, the Company held an initial public offering of its shares of common stock. The offering is to sell a minimum of 1,200,000 up to 3,800,000 shares of $0.001 par value common stock at $0.05 per share for a period of 180 days from the date of the Company’s prospectus and ending February 14, 2007.

 

For the year ended April 30, 2007, the Company received funds in the amount of $50,250 for the purchase of 1,005,000 common shares at $0.05 per share, which were issued in July 2007. During the period ended July 31, 2007, the Company received an additional $10,000 for the purchase of 200,000 common shares at $0.05. In the year ended April 30, 2008, 1,205,000 shares were issued for the proceeds received        totaling $60,250.

 

**NOTE 6 – RELATED PARTIES**

During the year ended April 30, 2008, and 2007 one of the Company had outstanding advances to its officers of $27,405, and $53,571, respectively, which is uncollateralized, due on demand and bears no interest.

During the year ended April 30, 2008 the Company repaid its officers $56,688 of the amounts due. Its officers advanced the Company additional funds in the amount of $6,500 and paid $17,840 in expenses on behalf of the Company during the year ended April 30, 2008.

During the year ended April 30, 2007 the Company repaid $17,922 of the amount that was due to its officers. One of its officers advanced the company an additional $24,395 and paid $7,375 of expenses on behalf of the Company during the year ended April 30, 2007.

 

26

----

 

**NOTE 7 – COMMITMENTS AND CONTINGENCIES**

 

Lease Commitments

 

The Company rents office space in Vancouver, B.C., Canada for $2,263 per month under a lease which is effective from March 1, 2007 to February 29, 2012.   

 

Future minimum lease payments under this operating lease at April 30, 2008 for the next four years are:

            

| 2009 | $27,156 |
|------|---------|
| 2010 | $27,156 |
| 2011 | $27,156 |
| 2012 | $4,526  |

 

**NOTE 8 – CONCENTRATION OF CREDIT RISK**

 

The Company maintains cash balances at one bank.  Accounts at the institution are insured by the Canadian Depository Insurance up to $60,000 in Canadian funds.  At April 30, 2008 the account did not exceed this limit.

 

**NOTE 9 – SUBSEQUENT EVENTS**

None.

 

27

----

 

| **ITEM 8.** | **CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE.** |
|-------------|------------------------------------------------------------------------------------------|

**Dismissal of Williams & Webster, P.S.**

Effective as of August 21, 2007, our Board approved the dismissal of Williams & Webster, P.S. (“W&W”) as our independent registered public accounting firm, and, effective as of August 21, 2007, our Board approved the appointment of PMB Helin Donovan (“PMB”)as our independent registered public accounting firm.

The report of W&W on the financial statements of Neema, Inc. as of and for the last fiscal year did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except such report did contain an explanatory paragraph related to the Company’s ability to continue as a going        concern.

During the last fiscal year and through the interim periods subsequent thereto, there were no disagreements with W&W on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of W&W would have caused W&W to make reference to such disagreement in its report on        the financial statements for such year and periods. In addition, there were no “reportable events” as set forth in Item 304(a)(1)(iv) of Regulation S-B.

During the Company’s last fiscal year and the subsequent interim period through the date of engagement of PMB, neither we nor anyone acting on our behalf consulted with PMB with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or any other        matters or events set forth in Items 304(a)(2)(i) and (ii) of Regulation S-B.

| **ITEM 8A(T).** | **CONTROLS AND PROCEDURES.** |
|-----------------|------------------------------|

 

**Disclosure Controls and Procedures**

At the end of the period covered by this report on Form 10-KSB/A for the year ended April 30, 2008, an evaluation was carried out under the supervision of and with the participation of the Company's management, including the Chief Executive Officer and (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of the        Company's disclosure controls and procedures (as defined in Rule 13a - 15(e) and Rule 15d - 15(e) under the Exchange Act).  Based on that evaluation the CEO and the CFO concluded that the Company's disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and        reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

However, subsequent to the end of the period covered by this report, a further evaluation was carried out under the supervision of and with the participation of the Company's new management, including the Company’s newly appointed CEO/CFO, of the effectiveness of the design and operations of the Company's disclosure controls and procedures for the period covered by this        report.  Based on this subsequent evaluation, the CEO/CFO has concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were in fact not adequately designed and effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act was recorded, processed, summarized and reported within the time periods specified        in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act was accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

 

28

----

In new management’s subsequent evaluation of the effectiveness of the Company’s disclosure controls and procedures for the period covered by this report, new management determined that material weaknesses existed in the Company’s internal control over financial reporting for such period, which resulted in new management determining that the following reporting        errors and omissions were made by the Company in its consolidated financial statements for the year ended April 30, 2008 (the “Relevant Statements”) and its Management’s Report on Internal Controls Over Financial Reporting (“Management’s Report”), both as filed with the Company’s Annual Report on Form 10-KSB for the year ended April 30, 2008 (the “Relevant Report”):

|  | **•**     | **Consolidated Financial Statements**– The Statement of Operations in the Relevant Statements did not include a column showing the Company’s results of operations from January 16, 2006 (inception) to April 30, 2008;                                                                                                                                                                                                         |
|--|----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |                |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  | ****•**** | **Consolidated Financial Statements**– The statements of cash flows in the Relevant Statements should have referred to the Company’s actual inception date of January 16, 2006, not January 31, 2006, as disclosed;                                                                                                                                                                                                             |
|  |                |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  | ****•**** | **Consolidated Financial Statements**– The scope and opinion of the audit report as filed with the Relevant Report should have specifically made reference to the Company’s balance sheets as of April 30, 2008 and 2007 and its related statements of operations and cash flows for the years eneded April 30, 2008 and 2007 and                    the cumulative period from January 16, 2006 (inception) to April 30, 2008; |
|  |                |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  | ****•**** | **Consolidated Financial Statements**– The Company should have disclosed its functional currency in Note 2 (“Summary of Significant Accounting Policies”) to the Relevant Statements;                                                                                                                                                                                                                                     |
|  |                |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  | ****•**** | **Management’s Report**– In Item 8A of the Relevant Report, the Company did not identify the framework used by management to evaluate the effectiveness of internal control over financial reporting in accordance with Item 308(T)(a)(2) of Regulation S-B;                                                                                                                                                                    |
|  |                |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  | ****•**** | **Management’s Report**– In Item 8A of the Relevant Report, the Company omitted management’s assessment of the effectiveness of internal control over financial reporting for the fiscal year ended April 30, 2008, including a statement as to whether or not internal control over financial reporting was effective in                    accordance with Item 308(T)(a)(3) of Regulation S-B; and                     |
|  |                |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  | ****•**** | **Management’s Report**– In Item 8A of the Relevant Report, the Company omitted the disclosure concerning any material changes to internal control over financial reporting in the fiscal quarter ended April 30, 2008.                                                                                                                                                                                                         |

The Company’s new management first discovered these reporting errors and omissions on February 2, 2009, upon reviewing the Relevant Report based on correspondence from the SEC staff concerning the Relevant Report and Relevant Statements. Accordingly, on February 6, 2009, our CEO/CFO, in consultation with the Company’s independent registered public accounting firm,        determined that the Company should rectify the reporting errors and omissions in the Relevant Statements and Management’s Report by filing this amended Relevant Report.

For the reasons stated above, the new CEO/CFO, based on his further analysis of the Company’s disclosure controls and procedures for the period covered by this report, has determined that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not adequate. The Company’s new CEO/CFO has taken actions to address the        deficiencies in the Company’s disclosure controls and procedures and internal control over financial reporting. Specifically, in February 2009, the Company’s new management adopted additional review and disclosure systems designed to improve the Company’s system of internal control over financial reporting, including:

|   | **•** | An improved system for financial reporting to guide the Company’s compliance with the requirements of Regulation S-X. Specifically, the Company’s management has implemented procedures designed to ensure that the Company’s consolidated financial statements include all required disclosures for all relevant periods and that the                        Company’s auditor reviews and reports on the Company’s financial statements for all periods required by SEC rules and regulations. These procedures include (a) retaining legal counsel with experience in SEC reporting; (b) maintaining |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

29

----

an open dialogue between the Company’s management and the Company’s auditor and legal counsel to ensure that the Company’s financial statements for each quarterly and annual period satisfy all relevant SEC disclosure requirements; (c) maintaining an open dialogue with the Company’s auditors to ensure that the auditor’s review of and report on the        Company’s year-end financial statements is complete and satisfies all relevant SEC rules and regulations; and (d) continuously reviewing the Company’s financial statements while drafting quarterly and annual reports to ensure the statements have not been altered during the preparation or filing of such reports.

|   | **•** | An improved system for compliance with Item 308T of Regulation S-K (and Item 308 of Regulation S-K following the expiration of Item 308T). Specifically, the Company’s management has implemented procedures to ensure the Company’s Management Report, as filed with future quarterly and annual reports, includes accurate and complete disclosures                        regarding the Company’s disclosure controls and procedures and internal control over financial reporting. These procedures include (a) maintaining an open dialogue between the Company’s new management and the Company’s legal counsel to ensure that Management’s Report during each applicable reporting period satisfies SEC disclosure requirements; (b) developing a system to collect and retain information pertinent to the Company’s internal                        control over financial reporting throughout the year to facilitate management’s evaluation and assessment thereof at the end of each fiscal year; and (c) developing a system to record material changes in internal control over financial reporting to facilitate the Company’s obligation to report such changes in quarterly and annual reports. |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | Conducting a review of historic financial statements, ledgers and accounting entries to verify their compliance with Regulation S-X, Item 308T of Regulation S-K and other SEC rules and regulations. |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | Amending the Relevant Statements and Management’s Report in this Form 10-KSB/A in order to rectify the errors and omissions as stated above. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------|

The Company’s new CEO/CFO believes that the effective implementation of the above procedures has corrected the material weakness cited above in its disclosure controls and procedures and internal controls over financial reporting. However, the Company will continue to review and monitor its disclosure controls and procedures and internal controls over financial reporting and        will adopt further changes, if and when management determines that such changes are necessary, to ensure accuracy in the Company’s future filings.

 

Because of the Company’s tenuous financial position, including its lack of cash and current assets, management anticipates that these changes in disclosure controls and procedures and internal control over financial reporting will have a materially negative cost to the Company.

 

**Management’s Report on Internal Control Over Financial Reporting**

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of        financial statements for external purposes in accordance with generally accepted accounting principles.

 

The management’s report on internal control over financial reporting in the Relevant Report failed to: (a) state that it conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of April 30, 2008; (b) identify a framework on which the evaluation was based; and (c) provide an assessment and conclusion of the        effectiveness of internal control over financial reporting as of April 30, 2008.

 

In February 2009, the Company’s new CEO/CFO conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of April 30, 2008, based on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the principles and framework of theCommittee of Sponsoring        Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of

 

30

----

the design effectiveness of controls, walkthroughs of the operating effectiveness of controls and a conclusion on this evaluation.  Based on this evaluation, the Company’s new CEO/CFO has concluded that the Company’s internal control over financial reporting was not effective as of April 30, 2008, due to the material weaknesses stated above under “Disclosure Controls and        Procedures.”

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report        in this annual report.

 

**Changes in Internal Control Over Financial Reporting**

There were no changes in our internal control over financial reporting (as defined in Rule 13(a)-15(f) or 15(d)-15(f)) that occurred during the fiscal quarter ended April 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Subsequent to April 30, 2008, changes were made in our internal control over financial reporting, which changes are disclosed in “Disclosure Controls and Procedures,” above. 

| **ITEM 8B.** | **OTHER INFORMATION.** |
|--------------|------------------------|

 

None.

**PART III**

| **ITEM 9.** | **DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF****THE EXCHANGE ACT** |
|-------------|----------------------------------------------------------------------------------------------------------------------------------------------|

**Directors and Executive Officers**

All directors of the Company hold office until the next annual meeting of the Company's shareholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Executive officers are elected by the Board of Directors on an annual basis and serve at the discretion of the Board of Directors.

|   | The directors and executive officers of the Company are as follows: |
|--------|---------------------------------------------------------------------|

| Name             | Age  | Position                    |
|-----------------------|-----------|----------------------------------|
| Dr. Nigel Liang  | 36   | President, Chief Executive  |
|                  |      | Officer and Director        |
|                  |
| Audra Yap        | 37   | Treasurer, Chief Financial  |
|                  |      | Officer and Director        |
|                  |
| Dr. Nicholas Wu  | 34   | Secretary and Director      |
|                  |
| Eugene Liang     | 34   | Director                    |

*Nigel Liang*

Nigel Liang, D.C., has been the President, CEO and Chairman of the Board of Directors of the Company since inception, and one of the founders of the Company along with Dr. Wu. Dr. Liang is responsible for leading and guiding NEEMA, Inc. from its development and startup and through its

 

31

----

continued expansion and growth. Dr. Liang has been in private practice since 1997. He owned and operated Chiropractic on 4th, Vancouver B.C., from 1998 to 2002 and currently is the principal chiropractor at Dr. Nigel Liang & Associates. His practice philosophy emphasizes preventative healthcare and encourages patients to maximize their health potential. Dr. Liang is an active member in his        community and his charitable work includes volunteer time with the Vancouver Triathlon, healthcare seminars, and corporate ergonomic training. Dr. Liang received his Doctorate of Chiropractic from Western States Chiropractic College in Portland, Oregon in 1997, and obtained a Bachelor of Arts in Political Science from the University of Western Ontario, London, Ontario in 1992.

*Audra Yap*

Audra Yap has been the Treasurer, CFO and Director of the Company since inception. Ms. Yap brings with her over 15 years financial accounting experience. In 1999, she joined Elgrande International Inc., Vancouver, B.C. as Controller and contributed her experience in corporate reporting, budgeting, information systems, and strategic planning and built a strong administrative team. As        well, she established effective external relationships for Elgrande. Ms. Yap managed the implementation of Elgrande’s EDI and CRM systems and coordinated the development of its web-based active inventory management system. Prior to Elgrande, Ms. Yap was senior accountant at Mainframe Entertainment, Inc. from 1998 to 1999. From 1993 to 1998, she was Controller of Norenger Development Inc., a land development firm. Ms. Yap became a Certified General Accountant in 1998. She graduated        from the University of Essex, England with a Bachelor of Arts (Honors) in Accounting and Financial Management in 1992.

*Nicholas Wu*

Nicholas Wu, D.C., has been the Secretary and Director of the Company since inception, and one of the founders of our Company along with Dr. Liang. He currently devotes full time to the Company and is responsible for overseeing the operations and ensuring that True Health Studio follows our vision and strategy as the Company grows. He is guided by the vision to create a multi-unit        healthcare franchise whereby individuals are to receive consistent alternative healthcare at all locations. He plans to implement a system and structure that will assure the consumers that they will receive the same quality care from every practitioner and studio. Dr. Wu attended the University of British Columbia majoring in Microbiology until he was accepted to Palmer West Chiropractic College. He received his Doctorate in Chiropractic in 2002. He has been in private practice since        2003. In 2004 he helped open up Onebodyworks, an executive style gym with Eugene Liang, also a director of the Company.

*Eugene Liang*

Eugene Liang, has been a Director of the Company since inception and will act in an advisory role. Mr. Liang has been a member of the core medical staff for the University of British Columbia National Swim Center for the past six years. He is the Massage Therapist and Strength Coach for the UBC National Swim Center, UBC Varsity Swim Team and UBC Dolphins Swim Club. He has contributed        to the success of world record holders, Olympic team members and six out of nine consecutive national titles. Mr. Liang has also traveled extensively with the National Team on numerous training camps, Olympic Trials, and Commonwealth Trials. Along with his commitment to the university, Mr. Liang has opened and managed a successful executive-style gym for the last two years. This project was funded personally to create an environment to further develop all types of athletes with the        tools that he has learned and developed at the elite level. This project has been instrumental in the development of the physical education at the high school level, community health awareness, and individual goal achievement. Sharing his knowledge has extended into the teaching field as well. Mr. Liang has consistently given back to the profession of Massage Therapy by lecturing at the West Coast College of Massage Therapy in Athletic Treatment and Assessment as a Primary        Instructor.

Eugene Liang is the brother of THS president, Nigel Liang. Audra Yap is the wife of Nigel Liang.

32

----

**Audit Committee**

We do not have a separate Audit Committee. Our full Board of Directors performs the functions usually designated to an Audit Committee.

**Code of Business Conduct and Ethics**

We have a corporate code of business conduct and ethics in place that includes a code of ethics for our officers and employees as to workplace conduct, dealings with customers, compliance with laws, improper payments, conflicts of interest, insider trading, company confidential information, and behavior with honesty and integrity. Our Code of Conduct is available upon request at no        charge to any shareholder.

**Compliance with Section 16(a) of the Securities Exchange Act of 1934**

|                              | Number   | Transactions  | Known Failures  |
|-----------------------------------|---------------|--------------------|----------------------|
|                              | Of late  | Not Timely    | To File a       |
| Name and principal position  | Reports  | Reported      | Required Form   |
|                              |
| Nigel Liang, CEO             | -        | -             | -               |
| Audra Yap, CFO               | -        | -             | -               |
| Nicholas Wu, Director        | -        | -             | -               |
| Eugene Liang, Director       | -        | -             | -               |

| **ITEM 10.** | **EXECUTIVE COMPENSATION** |
|--------------|----------------------------|

Our current officers receive no compensation. The current Board of Directors is comprised of Dr. Nigel Liang, Dr. Nicholas Wu, Ms. Audra Yap, and Mr. Eugene Liang.

**SUMMARY COMPENSATION TABLE**

| Name          | Year  | Salary  | Bonus  | Stock   | Option  | Non-Equity    | Change in      | All Other  | Total  |
|--------------------|------------|--------------|-------------|--------------|--------------|--------------------|---------------------|-----------------|-------------|
| and           |       | ($)     | ($)    | Awards  | Awards  | Incentive     | Pension        | Compen-    | ($)    |
| Principal     |       |         |        | ($)     | ($)     | Plan          | Value and      | Sation     |        |
| Position      |       |         |        |         |         | Compensation  | Nonquali-      |            |        |
|               |       |         |        |         |         | ($)           | fied Deferred  |            |        |
|               |       |         |        |         |         |               | Compensation   |            |        |
|               |       |         |        |         |         |               | Earnings       |            |        |
|               |       |         |        |         |         |               | ($)            |            |        |
|               |
| (a)           | (b)   | (c)     | (d)    | (e)     | (f)     | (g)           | (h)            | (i)        | (j)    |
| Nigel Liang,  | 2008  | -       | -      | -       | -       | -             | -              | -          | -      |
| President     |       |         |        |         |         |               |                |            |        |
| Nicholas Wu,  | 2008  | -       | -      | -       | -       | -             | -              | -          | -      |
| Secretary     |       |         |        |         |         |               |                |            |        |
| Audra Yap,    | 2008  | -       | -      | -       | -       | -             | -              | -          | -      |
| Treasurer     |       |         |        |         |         |               |                |            |        |

            Dr. Nicholas Wu currently devotes full time to the Company. The other officers currently devote an immaterial amount of time to manage the affairs of the company. Dr. Liang currently devotes approximately 10 - 15 hours per week, and Ms. Yap 5-10 hours a month. They have agreed to work with no remuneration until such time as the        Company receives sufficient revenues necessary to provide

 

33

----

management salaries. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.

There are no current employment agreements between the Company and its executive officers or annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries.

**Directors’ Compensation**

At this time, we do not compensate directors in their capacity as such nor do we compensate our directors for attendance at meetings. We do reimburse our officers and directors for reasonable expenses incurred in the performance of their duties.

| **ITEM 11.** | **SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND **MANAGEMENT**** |
|--------------|------------------------------------------------------------------------|

The following table sets forth information on the ownership of our common stock by officers, directors and major shareholders as well as those who own beneficially more than five percent of our common stock, based on 2,205,000 shares of common stock issued and outstanding as of July 21, 2008.

| Name and Address of              | No. of Shares  | Percentage of      |
|---------------------------------------|---------------------|--------------------|
| Beneficial Owner                 |                | Outstanding Shares |
| Nigel Liang                      | 400,000        | 18%                |
| 215-2211 W. 4th Avenue           |                |               |
| Vancouver, B.C.                  |                |               |
| V6K 4S2, Canada                  |                |               |
|                                       |                     |                    |
| Nicholas Wu                      | 400,000        | 18%                |
| 230-2155 Allison Road            |                |               |
| Vancouver, B.C.                  |                |               |
| Canada                           |                |               |
|                                  |
| Audra Yap                        | 200,000        | 9%                 |
| 1638 W. 64th Avenue              |                |               |
| Vancouver, B.C.                  |                |               |
| V6P 2P1, Canada                  |                |               |
|                                  |
| All Officers and Directors as a  | 1,000,000      | 45%                |
| Group                            |                |               |

(1)    Each of the persons named above may be deemed to be a "parent" and "promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his or her direct holdings in the Company.

| **ITEM 12.** | **CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND **DIRECTOR INDEPENDENCE**** |
|--------------|-----------------------------------------------------------------------------------|

On March 8, 2006, a total of 1,000,000 shares of Common Stock were issued to Dr. Liang, Dr. Wu and Ms. Yap in exchange for cash in the amount of $5,000 U.S., or $.005 per share.

On March 13, 2006, we issued a promissory note to Nigel Liang, an officer and director, whereby Dr. Liang advanced us a total of $20,000 as a loan to allow us to secure the lease and open our first studio. The loan was repaid in full within the year ended April 30, 2008.

 

34

----

During the year ended April 30, 2008, Dr. Liang and Dr. Wu advanced us $18,982 and $4,359 respectively, which is uncollaterized, due on demand and bears no interest.

| **ITEM 13.** | **EXHIBITS, AS AMENDED.** |
|--------------|---------------------------|

| (a)   Exhibits |
|--------------------------|
|                     |
| 3.1       | Articles of Incorporation of the Company (incorporated herein by reference to the Company's Form SB-2 filed with the SEC (File No. 333-136027)) |
|                     |
| 3.2       | By-Laws of the Company (incorporated herein by reference to the Company's Form SB-2 filed with the SEC (File No.333-136027)) |
|                     |
| 10.1      | Specimen Subscription Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Form SB-2 filed with the SEC (File No.333-136027). |
|                     |
| 10.3      | Lease, dated February 12, 2007, between the Company and Arbutus Village Holdings Ltd. (incorporated herein by reference to Exhibit 10.3 to the Company's Annual report on Form 10-KSB for the year ended April 30, 2007 filed with the SEC) |
|                     |
| 14.1      | Neema Inc. Code of Conduct (incorporated herein by reference to Exhibit 14.1 to the Company's Annual report on Form 10-KSB for the year ended April 30, 2008 filed with the SEC) |
|                     |
| 31.1      | Certification of Chief Executive Officer and Chief Financial Officer Under Section 302 of The Sarbanes Oxley Act of 2002.* |
|                     |
| 32.1      | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Oxley Act of 2002.* |

__________

* Filed herewith.

 

| **ITEM 14.** | **PRINCIPAL ACCOUNTANT FEES AND SERVICES.** |
|--------------|---------------------------------------------|

| Audit Fees:          | Year ended April 30, 2008  | $22,600  |
|---------------------------|---------------------------------|---------------|
|                      | Year ended April 30, 2007  | $18,770  |
| Audit Related Fees:  | Year ended April 30, 2008  | -        |
|                      | Year ended April 30, 2007  | -        |
| Tax Fees:            | Year ended April 30, 2008  | -        |
|                      | Year ended April 30, 2007  | -        |
| All Other Fees:      | Year ended April 30, 2008  | -        |
|                      | Year ended April 30, 2007  | -        |

 

 

35

----

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

|   | **NEEMA INC.** |
|--------|----------------|

 

 

| March 4, 2009 | By: /s/ J. David Brow                                    |
|---------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | J. David Brow, President, Secretary, |
|--------|--------------------------------------|

|   | Treasurer, Chief Executive Officer, Chief |
|--------|-------------------------------------------|

|   | Financial Officer and Director |
|--------|--------------------------------|

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

 

| **Signature** |              | **Title** |                                                                         | **Date** |
|---------------|-------------------|-----------|------------------------------------------------------------------------------|----------|
|          |              |      |                                                                         |     |
|          | /s/ J. David Brow |      | CEO, CFO, President, and Director                                            |     | March 4, 2009 |
|          | J. David Brow     |      | (Principal Executive Officer and Principal Financial and Accounting Officer) |     |   |

 

 

36

----