UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-K




[x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended August 31, 2010




Commission File Number: 333-162022




FLAMERET, INC.


(Exact name of registrant as specified in its charter)




Nevada
27-0755877(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)




3280 Sunrise Highway Suite 51, Wantagh, NY 11793


(Address of principal executive offices) (Zip Code)




(516) 816-2563


(Registrant’s telephone number, including area code)




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





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





Common Stock, Par Value $.001


(Title of class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Yes [   ]    No [X]





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


Yes [   ]    No [X]





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes [X]    No [   ]





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)


Yes [X]    No [   ]




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer  [   ]
Accelerated filer                        [   ]Non-accelerated filer    [   ]
Smaller reporting company      [X](Do not check if a smaller reporting company)




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


Yes [X]    No [   ]





The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, as of February 28, 2010, was approximately $-0- based on a share value of $0.001. All executive officers and directors of the registrant have been deemed, solely for the purpose of the foregoing calculation, to be "affiliates" of the registrant.





Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 554,000,000 shares of $0.00001 par value common stock outstanding as of December 14, 2010.













TABLE OF CONTENTS


PagePART ISpecial Note Regarding Forward-Looking Statements

3Item 1. Business

4Item 1A. Risk Factors

7Item 2. Properties

13Item 3. Legal Proceedings

13Item 4. Submission of Matters to a Vote of Security Holders

13PART IIItem 5.  Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

15Item 6.  Selected Financial Data

15Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

15Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

19Item 8. Financial Statements and Supplementary Data

20Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

21Item 9A(T). Controls and Procedures

21Item 9B. Other Information

22PART IIIItem10. Directors, Executive Officers and Corporate Governance

23Item 11. Executive Compensation

24Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

27Item 13. Certain Relationships and Related Transactions, and Director Independence

27Item 14. Principal Accountant Fees and Services

28PART IVItem 15.  Exhibits and Financial Statement Schedules

28SIGNATURES

29








2





FORWARD-LOOKING STATEMENTS





This Annual Report on Form 10-K contains “forward-looking statements”.  All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.





Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.  Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements as a result of being a penny stock issuer.  You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.





Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements.  Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.The factors impacting these risks and uncertainties include, but are not limited to:




·
Our current deficiency in working capital;
 ·
Increased competitive pressures from existing competitors and new entrants;
 ·
Our ability to market our services to new subscribers;
 ·
Inability to locate additional revenue sources and integrate new revenue sources into our organization;
 ·
Adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
 ·
Changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
 ·
Consumer acceptance of price plans and bundled offering of our services;
 ·
Loss of customers or sales weakness;
 ·
Technological innovations;
 ·
Inability to efficiently manage our operations;
 ·
Inability to achieve future sales levels or other operating results;
 ·
Inability of management to effectively implement our strategies and business plan
 ·
Key management or other unanticipated personnel changes;
 ·
The unavailability of funds for capital expenditures; and
 ·
The other risks and uncertainties detailed in this report.
  For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Item 1A. Risk Factors” in this document.





EXPLANATORY NOTE





Unless otherwise noted, references in this registration statement to "FLAMERET, INC." the "Company," "we," "our" or "us" means FLAMERET, INC.





AVAILABLE INFORMATION





We file annual, quarterly and special reports and other information with the SEC that can be inspected and copied at the public reference facility maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. The Company’s filings are also available through the SEC’s Electronic Data Gathering Analysis and Retrieval System which is publicly available through the SEC’s website (www.sec.gov). Copies of such materials may also be obtained by mail from the public reference section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405 at prescribed rates.




3




PART I





ITEM 1.  BUSINESS


OVERVIEW


We were incorporated in the State of Nevada on August 13, 2009 under the name of Flameret, Inc.  Flameret; Inc. is a provider of a fire barrier product named Flamex.





FLAMERET, INC. is presently marketing for sale one product named (Flamex), a textile flame retardant treatment.  Flamex is a flame retardant liquid that is applied to textiles. These treated textiles are used at the production stage of such products as mattresses to resist ignition from smoldering cigarettes and resist ignition from an open-flame heat source.  Flameret is a development stage company with a limited history of development stage operations.





MARKET OPPORTUNITY





The fire barrier industry is a multidisciplinary and widely applicable industry.  Products enabled by fire barrier technology are applicable to a large number of industries including mattresses, sofas, chairs, carpeting, and workers’ coveralls.





All mattresses made on or after July 1, 2007 for sale in the United States must now meet two separate federal flammability standards administered by the Consumer Product Safety Commission (CPSC) and issued under the Flammable Fabrics Act.





The use of fire barriers in the mattresses and mattresses bedding for children in particular is an area of increasing interest, and these types of materials are the cornerstones of new generations of mattresses and mattresses beddings.  Flameret, Inc. aims to establish its Flamex product to the mattresses industry.  The Company believes that the combination of their Flamex product, aimed in an industry that has widespread applicability and furthermore is creating interest on a global scale, is one of its unique features.





DESCRIPTION OF PRODUCTS





Product Development:





In July 2009, Mr. Glover began working with Seatex LTDwww.seatexcom, located at 445 TX-36 Rosenberg, Texas 77471, to blend, manufacture and package the Flamex product for Flameret, Inc. Mr. Glover provided Seatex with the United American, Inc. formula for Flamex.





Since 1968 Seatex has been providing turnkey chemical compounding, toll manufacturing and private label packaging services. Areas of expertise include food service, food processing, automotive, institutional and industrial laundry, janitorial, industrial and oilfield service markets.  Seatex can manufacture and package to strict specifications, duplicate formulas, or make available our own 400 plus finished formulations.  Seatex is employee owned.  Seatex is a full service contract manufacturer dedicated to the production and marketing of branded products and turnkey custom formulations.





Private Label:





Seatex offers a turn-key program for private labelers. They maintain a very large library of formulations compiled from 40 years of chemical blending experiences.  Seatex can assist in label design, maintain MSDS and all regulatory issues.  Seatex also carries full product liability insurance.





Seatex currently sits on approximately 20 acres occupying over 210,000 square feet of a modern manufacturing and warehousing facilities.  Rail service is available.





Flameret, Inc. will provide Seatex with its formula for Flamex.  The formula is based on two patents #4,961,865 and#4,950,410 which the company received from United American, Inc.  These two patents contain all required information to produce Flamex.





Flameret, Inc. intends to contract with Seatex to batch, mix, fill, package, label, palletize and ship a proprietary flame retardant compound product (Flamex) subject to strict requirements for quality control, cost control, timeliness and confidentiality, once it has sole Flamex to a customer.




Manufacturing:





Flameret, Inc. intends to have Seatex manufacture Flamex for the company.  All key ingredients included in our product are readily available from Seatex.  The following ingredients are contained in Flamex (Sodium Chloride, Magnesium Chloride, Sodium Sulfate Decahydrate, Calcium Chloride, Magnesium Sulfate, Calcium Sulfate, Potassium Sulfate, Magnesium Bromide, Potassium Chloride and Water).  Seatex has not produced any Flamex for Flameret, Inc.  Flameret, Inc. does not have any formal agreements with Seatex to batch, mix, fill, package, label, palletize and ship a proprietary flame retardant compound product (Flamex).




4





Flameret, Inc. Technology





UNITED AMERICAN AND FLAMEX





On May 18, 1989 United American Inc. (UAI) acquired patent #4,961,865 (fire extinguishing solutions for extinguishing phosphorus and metal fire) and patent #4,950,410 from the inventor Edmund Pennartz.  After acquiring the patents and the technology from Mr. Pennartz, UAI developed three fire retardant products, 1. Flamex, a textile FR treatment.  2. Ultra Flamex, a fire extinguishing product and,  3. Impex.





Flamex is applied as a liquid compound to textiles, this produces a carbon membrane which is activated when heat is applied to produce the fire retardant properties, and this protection is called a carbon barrier shield. [Fire barrier].





United American, Inc. has never sold their products to any manufacturers; the company’s sole business is the development of fire barrier products.  On August 14, 2009 Flameret, Inc. acquired the rights to market and sell United American, Inc.’s three products 1. Flamex, a textile FR treatment.  2. Ultra Flamex, a fire extinguishing product and  3. Impex. for 15 years worldwide.  Flameret has the rights to use all studies, reports and research conducted by UAI in regard to these three products.  Flameret, Inc. will compensate United American, Inc. by paying a 1.5% gross royalty to UAI on all products sold.





FLAMERET, INC. is presently attempting to market for sale one product named (Flamex), a textile FR treatment.  Flamex is a liquid that is applied to textiles, these treated textiles are used at the production stage of such products as mattresses to resist ignition from smoldering cigarettes and resist ignition from an open-flame heat source.  The company aims to focus on long-term client retention within the U.S. and Canadian mattress industries.





Flameret, Inc. is a development stage company. Flameret, Inc. has a limited history of development stage operations. We presently do not have the funding to execute our business plan.





We expect to provide one product named (Flamex), a textile FR treatment to mattress manufacturers.  As such, we may not always be successful in achieving a long-term contract or be immediately compensated for services rendered. Although we currently restrict our fire retardant products to mattress manufacturers our products are applicable to a wide range of fields and businesses, and therefore are not restricted to a particular industry.





Achievement of our business objective is basically dependent upon the judgment, skill and knowledge of our management. Mr. Glover, currently our sole executive officer and director. There can be no assurance that a suitable replacement could be found for any of our officers upon their retirement, resignation, inability to act on our behalf, or death.





DISTRIBUTION





Flameret Fire Retardant





In July 2009, Mr. Glover provided Seatex with the United American, Inc. formula for Flamex to determine if Seatex was able to blend, manufacture and package the Flamex product for Flameret, Inc. Seatex LTDwww.seatexcom, is located at 445 TX-36 Rosenberg, Texas, 77471.





After reviewing the formula Seatex advised Flameret, Inc. that they could batch, mix, fill, package, label, palletize and ship a proprietary flame retardant compound product (Flamex) subject to strict requirements for quality control, cost control, timeliness and confidentiality.





Seatex has not produced any Flamex for Flameret, Inc.  Flameret, Inc. does not have any formal agreements with Seatex to batch, mix, fill, package, label, palletize and ship a proprietary flame retardant compound product (Flamex). Flameret, Inc. intends to enter into a formal contract with Seatex once it has sold Flamex to a customer.





It is a light weight transparent liquid and does not leave white flaky residues and will not change the hand [feel] or scent of the fabric. It will not discolor or shrink the fabric and is odorless. It needs less than 24 hours for curing time depending upon the process and textile application to allow for complete fiber penetration and compound set up.




5





Flameret FR is a water based solution applied to the fresh milled textiles. The liquid solution first penetrates into the molecular structure. The treated textile is then dried through ovens that evaporate the water leaving a fire retardant compound thoroughly bound and bonded throughout the molecular structure of the fabric. It is this bound compound that creates fire resistance when an external heat source is applied - thus creating a carbon barrier shield. When external heat is applied to the treated surface by heat sources such as candles, matches, molten metal or any direct flame, this bound compound is changed into a carbon barrier shield. This carbon barrier shield triggers an interlocking effect of one fiber to another and produces a surface that deflects heat and will not allow fire to penetrate the surface. This carbon barrier shield will cause the fire to die out as the carbon barrier shieldsuffocates the fire by not allowing oxygen to the fire on the fibers. FLAMERET’s FR will be used on textiles that are natural as well as synthetic fibers.





Flameret will be used on the components of mattresses prior to their final assembly.





Mattress manufacturing use the following components in their mattresses, ticking, high loft non-woven and needle pointed fibers, filler cloths, universal borders and mattress socks.  Flamex can be applied to all of these materials to impart a carbon barrier shield.





These textiles include almost every fabric that is used to make a mattress





1.
Ticking      – A material used on the top and bottom sides of the top mattress and foundations.


2.
Universal Borders – The material that is used on the sides of the top mattress and foundation


3.
Non Woven Loft and Side Panels – In some applications a fire barrier inserted under the ticking is necessary as in the case of pillow top with heavy fuel load and some institutional beds


4.
Mattress Sock – Like the word implies in some applications such as with memory foam a stretchy material is needed to shape with the memory foam when it is slept on.


5.
Filler Cloth- is an inexpensive cotton cloth material that goes on the top of the foundation.





To utilize our second prong of sales approach conducted by Mr. Neil Glover the company will need to seek additional capital to fund this model.  Presently the Company does not have the additional capital needed to utilize the second prong of sales, setting up distributors of the Flamex product.





In, 2011 Flameret, Inc. intends to market through mattress distributors its Flamex product. In order for the company to begin the distributor model it will require the Company to seek additional capital of $1M in order to develop the distributor network. The Company believes it will not have the additional capital until 2011.





COMPETITION





The fire retardant industry is highly competitive and is characterized by a large number of competitors ranging from small to large companies with substantial resources. The company’s main competition is 3M and DuPont, who provide oil based toxic retardants. Many of our potential competitors have substantially larger customer bases, greater name recognition, greater reputation, and significantly greater financial and marketing resources than we do. In the future, aggressive marketing tactics implemented by our competitors could impact our limited financial resources and adversely affect our ability to compete in these markets. There are some other small operators who claim that their products are non toxic but do not have the testing to support their claims.





Price competition exists in fire retardant products. Costs of raw materials decreases within the industry could adversely affect our operations and profitability. There are many fire retardant companies that could discount their products which could result in lower revenues for the entire industry. A shortfall from expected revenue levels would have a significant impact on our potential to generate revenue and possibly cause our business to fail.




6





EMPLOYEES





Christopher Glover is the sole Director, Chief Executive Officer, President, Secretary, and Principal Executive Officer and Principal Financial Officer of Flameret, Inc.  Presently, there are two additional employees of the Company, Michel O’Driscoll who will serve as Vice President of Finance and will be working with the Principal Financial Officer, Christopher Glover. Neil Glover will serve as Vice President of Sales.





The Company plans to employ individuals on an as needed basis.  The company anticipates that it will need to hire additional employees as the business grows. In addition, the Company may expand the size of our Board of Directors in the future.  Presently Christopher Glover, Michael O’Driscoll and Neil Glover will devote 40 hours a week to the affairs of the Company.  Christopher Glover, Michael O’Driscoll, and Neil Glover do not receive a salary or benefits in any form.  Presently the Company does not have any plans to begin paying salaries, cash or otherwise, or offering any form of benefits to our Board of Directors, Officer and employees.








ITEM 1A.  RISK FACTORS





In addition to the other information in this Annual Report, the following risk factors, among others, should be considered carefully in evaluating the Company and its business.





A) RISKS RELATED TO OUR BUSINESS





THE COMPANY HAS A LIMITED DEVELOPMENT STAGE OPERATING HISTORY UPON WHICH TO BASE AN EVALUATION OF ITS BUSINESS AND PROSPECTS. WE MAY NOT BE SUCCESSFUL IN OUR EFFORTS TO GROW OUR BUSINESS AND TO EARN INCREASED REVENUES. AN INVESTMENT IN OUR SECURITIES REPRESENTS SIGNIFICANT RISK AND YOU MAY LOSE ALL OR PART OF YOUR ENTIRE INVESTMENT.





We have a limited history of development stage operations and we may not be successful in our efforts to grow our business and to earn revenues. Our business and prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies providing services to a rapidly evolving market such as fire retardants. As a result, management may be unable to adjust its spending in a timely manner to compensate for any unexpected revenue shortfall. This inability could cause net losses in a given period to be greater than expected. An investment in our securities represents significant risk and you may lose all or part of your entire investment.





WE HAVE A HISTORY OF LOSSES. FUTURE LOSSES AND NEGATIVE CASH FLOW MAY LIMIT OR DELAY OUR ABILITY TO BECOME PROFITABLE. IT IS POSSIBLE THAT WE MAY NEVER ACHIEVE PROFITABILITY. AN INVESTMENT IN OUR SECURITIES REPRESENTS SIGNIFICANT RISK AND YOU MAY LOSE ALL OR PART OF YOUR ENTIRE INVESTMENT.





We have yet to establish profitable development stage operations or a history of profitable development stage operations. We anticipate that we will continue to incur substantial development stage operating losses for an indefinite period of time due to the significant costs associated with the development of our business.





Since incorporation, we have expended financial resources on the development of our business. As a result, losses have been incurred since incorporation. Management expects to experience development stage operating losses and negative cash flow for the foreseeable future. Management anticipates that losses will continue to increase from current levels because the Company expects to incur additional costs and expenses related to: marketing and promotional activities; the possible addition of new personnel; and the development of relationships with strategic business partners.





The Company’s ability to become profitable depends on its ability to generate and sustain sales while maintaining reasonable expense levels. If the Company does achieve profitability, it cannot be certain that it would be able to sustain or increase profitability on a quarterly or annual basis in the future. An investment in our securities represents significant risk and you may lose all or part of your entire investment.





IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.





We will need to obtain additional financing in order to complete our business plan because we currently do not have any income. We do not have any arrangements for financing and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor acceptance. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us. If we do not obtain additional financing our business will fail.




7





OUR DEVELOPMENT STAGE OPERATING RESULTS WILL BE VOLATILE AND DIFFICULT TO PREDICT. IF THE COMPANY FAILS TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS AND INVESTORS, THE MARKET PRICE OF OUR COMMON STOCK MAY DECLINE SIGNIFICANTLY.





Management expects both quarterly and annual development stage operating results to fluctuate significantly in the future. Because our development stage operating results will be volatile and difficult to predict, in some future quarter our development stage operating results may fall below the expectations of securities analysts and investors. If this occurs, the trading price of our common stock may decline significantly.





A number of factors will cause gross margins to fluctuate in future periods. Factors that may harm our business or cause our development stage operating results to fluctuate include the following: the inability to obtain new customers at reasonable cost; the ability of competitors to offer new or enhanced services or products; price competition; the failure to develop marketing relationships with key business partners; increases in our marketing and advertising costs; increased labor costs that can affect demand for fire retardant products; the amount and timing of development stage operating costs and capital expenditures relating to expansion of operations; a change to or changes to government regulations; a general economic slowdown. Any change in one or more of these factors could reduce our ability to earn and grow revenue in future periods.





WE HAVE INCURRED LOSSES SINCE INCEPTION AND EXPECT TO INCUR LOSSES FOR THE FORSEEABLE FUTURE. IF WE DO NOT RECEIVE ADDITIONAL FUNDING, WE WOULD HAVE TO CURTAIL OR CEASE DEVELOPEMNT STAGE OPERATIONS. AN INVESTMENT IN OUR SECURITIES REPRESENTS SIGNIFICANT RISK AND YOU MAY LOSE ALL OR PART OF YOUR ENTIRE INVESTMENT.





We have incurred recurring net losses from operations resulting in an accumulated deficit of $48,060 and a working capital deficit of $27,560 as of August 31, 2010.These factors raise substantial doubt about the Company’s ability to continue as a going concern.  At August 31, 2010, our cash on hand was $265. We do not currently have sufficient capital resources to fund operations. To stay in business, we will need to raise additional capital through public or private sales of our securities, debt financing or short-term bank loans, or a combination of the foregoing.





We will need additional capital to fully implement our business, operating and development plans. However, additional funding from an alternate source or sources may not be available to us on favorable terms, if at all. To the extent that money is raised through the sale of our securities, the issuance of those securities could result in dilution to our existing security holder. If we raise money through debt financing or bank loans, we may be required to secure the financing with some or all of our business assets, which could be sold or retained by the creditor should we default in our payment obligations. If we fail to raise sufficient funds, we would have to curtail or cease operations.





OUR CURRENT BUSINESS DEVELOMENT STAGE OPERATIONS RELY HEAVILY UPON OUR KEY EMPLOYEE AND FOUNDER, MR. CHRISTOPHER GLOVER.





We have been heavily dependent upon the expertise and management of Mr. Christopher Glover, our Chief Executive Officer and President, and our future performance will depend upon his continued services. The loss of the services of Mr. Glover’s services could seriously interrupt our business operations, and could have a very negative impact on our ability to fulfill our business plan and to carry out our existing development stage operations. The Company currently does not maintain key man life insurance on this individual. There can be no assurance that a suitable replacement could be found for him upon retirement, resignation, inability to act on our behalf, or death.





OUR FUTURE GROWTH MAY REQUIRE RECRUITMENT OF QUALIFIED EMPLOYEES.





In the event of our future growth in administration, marketing, and customer support functions, we may have to increase the depth and experience of our management team by adding new members. Our future success will depend to a large degree upon the active participation of our key officers and employees. There is no assurance that we will be able to employ qualified persons on acceptable terms. Lack of qualified employees may adversely affect our business development.





8


(B) RISKS RELATED TO THE INDUSTRY





THE FIRE RETARDANT INDUSTRY IS COST COMPETITIVE AND IS CHARACTERIZED BY LOW FIXED COSTS. A REDUCTION IN COST FOR THE INDUSTRY COULD AFFECT THE DEMAND FOR OUR FIRE RETARDANT PRODUCTS.





The fire retardant industry is highly competitive and is characterized by a large number of competitors ranging from small to large companies with substantial resources. Many of our potential competitors have substantially larger customer bases, greater name recognition, greater reputation, and significantly greater financial and marketing resources than we do. In the future, aggressive marketing tactics implemented by our competitors could impact our limited financial resources and adversely affect our ability to compete in these markets.





Price competition exists in fire retardant products. Costs of raw material decreases within the industry could adversely affect our operations and profitability. There are many fire retardant companies that could discount their products which could result in lower revenues for the entire industry. A shortfall from expected revenue levels would have a significant impact on our potential to generate revenue and possibly cause our business to fail.





THE COMPANY’S RELIANCE ON MATTRESS MANUFACTURERS MAY HAVE A SIGNIFICANT IMPACT ON THE COMPANY’S ABILITY TO GENERATE REVENUE AND POSSIBLY CAUSE OUR BUSINESS TO FAIL.





The Company intends to provide a fire retardant product to mattress manufactures. As such, the Company may not always be successful in achieving a long-term contract or be immediately compensated for products and services rendered. Since we expect our fire retardant product to be sold to mattress manufactures any slowdown in that industries would greatly affect the company.





The company’s success is dependent on its ability to obtain and maintain clients. No assurances can be given that the Company will be able to create a client or maintain a client base or that it will be able to attract new clients. The loss of one or more new clients of the Company or a significant reduction in business from such new clients could have a material adverse effect on the Company. The Company does not have contracts with any clients at this time.





OUR DEVELOPMENT STAGE OPERATING RESULTS MAY FLUCTUATE DUE TO FACTORS WHICH ARE NOT WITHIN OUR CONTROL.





Our development stage operating results are expected to fluctuate in the future based on a number of factors, many of which are not in our control. Our development stage operating expenses primarily include marketing and general administrative expenses that are relatively fixed in the short-term. If our revenues are lower than we expect because demand for our product and service diminishes, or if we experience an increase in defaults among approved applicants or for any other reasons we may not be able to quickly return to acceptable revenue levels.





Because of the unique nature of our business and the fact that there are no comparable past business models to rely on, future factors that may adversely affect our business are difficult to forecast. Any shortfall in our revenues would have a direct impact on our business. In addition, fluctuations in our quarterly results could adversely affect the market price of our common stock in a manner unrelated to our long-term operating performance.





WE HAVE A SHORT DEVELOPMENT STAGE OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY A YOUNG COMPANY.





We have a short development stage operating history from August 13, 2009 to present for investors to evaluate the potential of our business development. We are continuing to build our customer base and our brand name. We do not have any customers at this time.  In addition, we also face many of the risks and difficulties inherent in introducing new products and services. These risks include the ability to:





●
Increase awareness of our brand name;●
Develop an effective business plan;●
Meet customer standards;●
Implement advertising and marketing plan;●
Attain customer loyalty;●
Maintain current strategic relationships and develop new strategic relationships;●
Respond effectively to competitive pressures;●
Continue to develop and upgrade our service; and●
Attract, retain and motivate qualified personnel.





Our future will depend on our ability to raise additional capital and bring our product and service to the marketplace, which requires careful planning to provide a product and service that meets customer standards without incurring unnecessary cost and expense.




9





WE MAY NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS.





The development of our services will require the commitment of resources to increase the advertising, marketing and future expansion of our business. In addition, expenditures will be required to enable us in 2011 to conduct planned business research, development of new affiliate and associate offices, and marketing of our existing and future products and services. Currently, we have no established bank-financing arrangements. Therefore, it is possible that we would need to seek additional financing through subsequent future private offering of our equity securities, or through strategic partnerships and other arrangements with corporate partners.





We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us. The sale of additional equity securities could result in dilution to our stockholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. If adequate additional financing is not available on acceptable terms, we may not be able to implement our business development plan or continue our business operations.





WE MAY NOT BE ABLE TO BUILD OUR BRAND AWARENESS.





Development and awareness of our brand Flameret will depend largely upon our success in creating a customer base and potential referral sources. In order to attract and retain customers and to promote and maintain our brand in response to competitive pressures, management plans to gradually increase our marketing and advertising budgets. If we are unable to economically promote or maintain our brand, then our business, results of operations and financial condition could be severely harmed. The company presently has a deficit of $(27,560) in working capital.





OUR FUTURE SUCCESS RELIES UPON A COMBINATION OF PATENTS AND PATENTS PENDING, PROPRIETARY TECHNOLOGY AND KNOW-HOW, TRADEMARKS, CONFIDENTIALITY AGREEMENTS AND OTHER CONTRACTUAL COVENANTS TO ESTABLISH AND PROTECT OUR INTELLECTUAL PROPERTY RIGHTS.IF OUR PRODUCTS ARE DUPLICATED OUR RESULTS OF OPERATIONS WOULD BE NEGATIVELY IMPACTED.





Our application for trademark protection has been approved for "Flameret.” Because intellectual property protection is critical to our future success, we intend to rely heavily on trademark, trade secret protection and confidentiality or license agreements with our employees, customers, partners and others to protect proprietary rights. However, effective trademark, service mark and trade secret protection may not be available in every country in which we intend to sell our products and services.   Unauthorized parties may attempt to copy aspects of our products or to obtain and use our proprietary information. As a result, litigation may be necessary to enforce our intellectual property rights to protect our trade secrets and to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of recourses and could significantly harm our business and operating results.





Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear. Therefore, we may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of intended trademarks and other proprietary rights.





There can be no assurance that third parties will not assert infringement claims against us. If infringement claims are brought against us, there can be no assurance that we will have the financial resources to defend against such claims or prevent an adverse judgment against us. In the event of an unfavorable ruling on any such claim, there can be no assurance that a license or similar agreement to utilize the intellectual property rights in question relied upon by us in the conduct of our business will be available to us on reasonable terms, if at all. The loss of such rights (or the failure by us to obtain similar licenses or agreements) could have a material adverse effect on our business, financial condition and results of operations.




OUR BUSINESS EMPLOYS LICENSED UNITED AMERICAN, INC. TECHNOLOGY WHICH MAY BE DIFFICULT TO PROTECT AND MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.





We currently license our technology from United American, Inc.   United American, Inc. owns two U.S. patents, (patent #4,961,865 andpatent #4,950,410) and may file more patent applications in the future. Patent #4,961,865 will expire on 10-09-2010 and Patent #4,950,410 will expire on 8-21-2010.  Both Patents will need to be renewed before they expire.Our success depends, on these patents and on our ability to use the United American, Inc. Technology, and for United American, Inc. to obtain patents, maintain trade secrecy and not infringe the proprietary rights of third parties. We cannot assure you that the patents of others will not have an adverse effect on our ability to conduct our business, that we will develop additional proprietary technology that is patentable or that any patents issued to us or United American, Inc. will provide us with competitive advantages or will not be challenged by third parties. Further, we cannot assure you that others will not independently develop similar or superior technologies, duplicate elements of the United American, Inc. Technology or design around it.




10





It is possible that we may need to acquire other licenses to, or to contest the validity of, issued patents or claims of third parties. We cannot assure you that any license would be made available to us on acceptable terms, if at all, or that we would prevail in any such contest. In addition, we could incur substantial costs in defending ourselves in suits brought against us for alleged infringement of another party’s patents in bringing patent infringement suits against other parties based on our licensed patents.





In addition to licensed patent protection, we also rely on United American Inc. trade secrets, proprietary know-how and technology that we seek to protect, in part, by confidentiality agreements with our prospective blenders, manufactures employees and consultants. We cannot assure you that these agreements will not be breached, that we will have adequate remedies for any breach, or that our trade secrets and proprietary know-how will not otherwise become known or be independently discovered by others.





WE MAY INCUR SUBSTANTIAL COSTS OR LOSE IMPORTANT RIGHTS AS A RESULT OF LITIGATION OR OTHER PROCEEDINGS RELATING TO OUR PRODUCTS, PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS.





In recent years, there has been significant litigation involving patents and other intellectual property rights in many technology-related industries. Until recently, patent applications were retained in secrecy by the US Patent and Trademark Office until and unless a patent was issued. As a result, there may be US patent applications pending of which we are unaware that may be infringed by the use of our technology or a part thereof, thus substantially interfering with the future conduct of our business. In addition, there may be issued patents in the United States or other countries that are pertinent to our business of which we are not aware. We and future customers could be sued by other parties for patent infringement in the future. Such lawsuits could subject us and them to liability for damages or require us to obtain additional licenses that could increase the cost of our products, which might have an adverse affect on our sales.





In addition, in the future we may assert our intellectual property rights by instituting legal proceedings against others. We may not be able to successfully enforce United American, Inc. patents in any lawsuits we may commence. Defendants in any litigation we may commence to enforce United American, Inc. patents may attempt to establish that United American, Inc. patents are invalid or are unenforceable. Any patent litigation could lead to a determination that one or more of our patents are invalid or unenforceable. If a third party succeeds in invalidating one or more of our patents that party and others could compete more effectively against us. Our ability to derive sales from products or technologies covered by these patents could be adversely affected.





Whether we are defending the assertion of third party intellectual property rights against our business as a result of the use of United American, Inc. technology, or we are asserting our own intellectual property rights against others, such litigation can be complex, costly, protracted and highly disruptive to our business operations by diverting the attention and energies of management and key technical personnel. As a result, the pendency or adverse outcome of any intellectual property litigation to which we are subject could disrupt business operations, require the incurrence of substantial costs and subject us to significant liabilities, each of which could severely harm our business.





Plaintiffs in intellectual property cases often seek injunctive relief. Any intellectual property litigation commenced against us could force us to take actions that could be harmful to our business and thus to our future sales.





WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.





We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company, which will negatively affect our business operations.





THE LIMITED PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.





Our management team has limited public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management has never had sole responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.




11





C) RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES





WE MAY NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.





We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.





The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.





OUR CONTROLLING SECURITY HOLDER MAY TAKE ACTIONS THAT CONFLICT WITH YOUR INTERESTS.





Mr. Christopher Glover beneficially owns approximately 55% of our capital stock with voting rights. In this case, Mr. Glover will be able to exercise control over all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation and approval of significant corporate transactions, and they will have significant control over our management and policies. The directors elected by our controlling security holder will be able to significantly influence decisions affecting our capital structure. This control may have the effect of delaying or preventing changes in control or changes in management, or limiting the ability of our other security holders to approve transactions that they may deem to be in their best interest. For example, our controlling security holder will be able to control the sale or other disposition of our operating businesses and subsidiaries to another entity.





AS OUR SOLE DIRECTOR AND OFFICER AND OUR ASSETS ARE LOCATED IN ENGLAND, INVESTORS MAY BE LIMITED IN THEIR ABILITY TO ENFORCE CIVIL ACTIONS IN THE UNITED STATES AGAINST OUR DIRECTOR OR OUR ASSETS. YOU MAY NOT BE ABLE TO RECEIVE COMPENSATION FOR DAMAGES TO THE VALUE OF YOUR INVESTMENT CAUSED BY WRONGFUL ACTIONS BY OUR DIRECTOR OR OFFICERS.





Our assets are located in England and our director is a resident of England. Consequently, it may be difficult for United States investors to affect service of process within the United States on our director.  A judgment of a US court predicated solely upon such civil liabilities may not be enforceable in England by a English court if the US court in which the judgment was obtained did not have jurisdiction, as determined by the English court, in the matter. There is substantial doubt whether an original action could be brought successfully in England against any of our future assets or our director predicated solely upon such civil liabilities. You may not be able to recover damages as compensation for a decline in your investment.





YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.





In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 100,000,000 shares of capital stock consisting of 90,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of “blank check” preferred stock, par value $0.001 per share.





We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes.




12





OUR COMMON STOCK IS CONSIDERED PENNY STOCKS, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.





If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the SEC that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.





Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.





THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT OUR COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.





There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.








ITEM 2.  PROPERTIES





The principal executive office of Flameret, Inc. is located at 3280 Sunrise Highway Suite 51 Wantagh, NY 11793. Our telephone number is: (516) 816-2563.








ITEM 3.  LEGAL PROCEEDINGS





From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.








ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





We did not submit any matters to a vote of our security holders during the fourth quarter of the fiscal year 2010.








13


PART II




ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


(a) Market Information





The Company's Common Stock is currently traded on the National Association of Security Dealers' over-the-counter bulletin board market (OTCBB) under the symbol FLRE.OB.The following table sets forth the high and low bid prices for each quarter within the last fiscal year, beginning with the commencement of our trading in June of 2010. The source of these quotations is the OTCBB Trade Activity Report. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.





COMMON STOCK MARKET PRICEHIGH


LOWFISCAL YEAR ENDED AUGUST 31, 2010:Fourth Quarter

$
0.65


$
0.01Third Quarter

$
N/A


$
N/ASecond Quarter

$
N/A


$
N/AFirst Quarter

$
N/A


$
N/A





(b) Holders of Common Stock





We are authorized to issue 90,000,000 shares of common stock, $0.001 par value per share. Currently we have 18,000,000 shares of common stock issued and outstanding.  As of November 30, 2010, there were approximately thirty eight (38) shareholders of the Company’s common stock.  As of November 30, 2010, the closing price of the Company’s shares of common stock was $0.05 per share.  Island Stock Transfer (telephone: (727) 289-0010; facsimile: (727) 289-0069) is the registrar and transfer agent for our common stock.





Each share of common stock shall have one (1) vote per share for all purposes. The holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of our shareholders. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of the board of directors.





Holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefore as well as any distributions to the security holder. We have never paid cash dividends on our common stock, and do not expect to pay such dividends in the foreseeable future.





In the event of a liquidation, dissolution or winding up of our company, holders of common stock are entitled to share ratably in all of our assets remaining after payment of liabilities. Holders of common stock have no preemptive or other subscription or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock.





(c) Dividends





Flameret has never declared or paid dividends on its Common Stock. Flameret intends to follow a policy of retaining earnings, if any, to finance the growth of the business and does not anticipate paying any cash dividends in the foreseeable future. The declaration and payment of future dividends on the Common Stock will be at sole discretion of the Board of Directors and will depend on Flameret's profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant.





(d) Securities Authorized for Issuance under Equity Compensation Plans





The Company has not established any compensation plans to which our securities are authorized for issuance to employees or non-employees (such as directors, consultants and advisors) in exchange for consideration in the form of services.





(e) Recent Sales of Unregistered Securities




14





Options and Warrants Issued


No options or warrants were issued during the year ended August 31, 2010.





Options and Warrants Cancelled


No options or warrants were cancelled during the year ended August 31, 2010.


Options and Warrants Expired





No options or warrants expired during the year ended August 31, 2010.





Options Exercised





No options were exercised during the year ended August 31, 2010.


The foregoing securities were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended.








ITEM 6.  SELECTED FINANCIAL DATA





Not Required








ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





OVERVIEW AND OUTLOOK





Flameret, Inc. (“Flameret”) is a Nevada corporation that intends to manufacture and distribute a fire barrier product named, Flamex.  Flamex is a liquid that is applied to textiles which are used at the production stage of products, such as mattresses, to resist ignition from smoldering cigarettes and impede ignition from open-flame heat sources.  Production and distribution has not yet commenced, as such, the Company is considered to be in the development stage.





We had a net loss of $30,785 and $17,275 for the years ended August 31, 2010 and 2009, respectively.  Our accumulated deficit as of August 31, 2010 was $48,060.  These conditions raise substantial doubt about our ability to continue as a going concern over the next twelve months.




15





Results of Operations for the Years Ended August 31, 2010 and 2009





The following table summarizes selected items from the statement of operations for the years ended August 31, 2010 and 2009.  The comparative year ended August 31, 2010 only includes operations from August 13, 2009 (inception) through August 31, 2010.





EXPENSES:





For the

Year Ended

August 31, 2010


August 13, 2009

(inception) to

August 31, 2009


Increase /

(Decrease)General and administrative

$
16,348


$
44


$
16,304Professional fees


13,950



17,231


$
(3,281
)Net operating loss


30,298



17,275


$
13,023Other expenses


487



-


$
487Net loss

$
30,785


$
17,275


$
13,510





General and administrative expenses





General and administrative expenses for the year ended August 31, 2010 were $16,348 compared to $44 for the period ended August 31, 2009, an increase of $16,304 or 37,055%.  The increase in our general and administrative expenses consisted of bank fees, automobile, postage and delivery, and stock services expenses, with $10,065 of these costs attributed to the costs incurred to establish and maintain an account with a transfer agent to handle our stock servicing needs.





Professional fees





Professional fees for the year ended August 31, 2010 were $13,950 compared to $17,231 for the period ended August 31, 2009, a decrease of $3,281 or 19%.  The decrease in our professional fees was a result of fewer legal and accounting costs to maintain our filings with the Securities and Exchange Commission (SEC) than we incurred to create the entity and file our initial financial reports.





Net operating loss





The net operating loss for the year ended August 31, 2010 was $30,785 compared to $17,275 for the period ended August 31, 2009, an increase of $13,023 or 75%.  Our net operating loss consisted primarily of professional fees and stocks services expense as we created the entity in anticipation of developing our flame retardant products.





Other expenses





Other expenses for the years ended August 31, 2010 were $487 compared to $-0- for the period ended August 31, 2009.  The increase in other expenses was a result of interest expenses accrued on short term loans from the Company’s CEO, Christopher Glover that were not outstanding in the previous year.





Net loss





The net loss for the year ended August 31, 2010 was $30,785 compared to $17,275 for the period ended August 31, 2009, an increase of $13,510 or 78%.  Our net loss consisted primarily of professional fees and stocks services expense as we created the entity in anticipation of developing our flame retardant product.




16





Liquidity and Capital Resources





The following table summarizes total current assets, liabilities and working capital at August 31, 2010 and 2009.





August 31, 2010


August 31, 2009Current Assets

$
265


$
3,225Current Liabilities

$
27,825


$
-Working Capital (Deficit)

$
(27,560
)

$
3,225





While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development of alternative revenue sources.  As of August 31, 2010, we had a working capital deficit of $27,560.  Our poor financial condition raises substantial doubt about our ability to continue as a going concern and we have incurred losses since inception and may incur future losses.  In the past, we have conducted private placements of equity shares and during the year ending August 31, 2010 we received $13,867 in proceeds from short term loans provided by our CEO.





Should we not be able to continue to secure additional financing when needed, we may be required to slow down or suspend our growth or reduce the scope of our current operations, any of which would have a material adverse effect on our business.





Our future capital requirements will depend on many factors, including the development of our flame retardant products; the cost and availability of third-party financing for development; and administrative and legal expenses.





We anticipate that we will incur operating losses in the next twelve months. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development.  Such risks for us include, but are not limited to, an evolving and unpredictable business model; recognition of revenue sources; and the management of growth. To address these risks, we must, among other things, expand our customer base, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel.  There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.





Satisfaction of our cash obligations for the next 12 months.





As of August 31, 2010, our cash balance was $265. Our plan for satisfying our cash requirements for the next twelve months is through sales-generated income, sale of shares of our common stock, third party financing, and/or traditional bank financing.  We anticipate sales-generated income during that same period of time, but do not anticipate generating sufficient amounts of revenues to meet our working capital requirements.  Consequently, we intend to make appropriate plans to secure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.





Going concern.





Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business.  We have incurred continuous losses from operations, have an accumulated deficit of $48,060 and a working capital deficit of $27,560 at August 31, 2010, and have reported negative cash flows from operations since inception.  In addition, we do not currently have the cash resources to meet our operating commitments for the next twelve months.  The Company’s ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.





Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt.  There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.




17





Summary of product and research and development that we will perform for the term of our plan.





We are not anticipating significant research and development expenditures in the near future.





Expected purchase or sale of plant and significant equipment.





We do not anticipate the purchase or sale of any plant or significant equipment as such items are not required by us at this time.





Significant changes in the number of employees.





As of August 31, 2010, we had no employees, other than our non-paid CEO, Christopher Glover.  Currently, there are no organized labor agreements or union agreements and we do not anticipate any in the future.





Assuming we are able to pursue revenue through the commencement of sales of our flame retardant products, we anticipate an increase of personnel and may need to hire employees.  In the interim, we intend to use the services of independent consultants and contractors to perform various professional services when appropriate.  We believe the use of third-party service providers may enhance our ability to control general and administrative expenses and operate efficiently.





Off-Balance Sheet Arrangements





We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that are material to investors.





Recently Issued Accounting Standards





In April 2010, the FASB issued ASU No. 2010-18 regarding improving comparability by eliminating diversity in practice about the treatment of modifications of loans accounted for within pools under Subtopic 310-30 – Receivable – Loans and Debt Securities Acquired with Deteriorated Credit Quality (“Subtopic 310-30”). Furthermore, the amendments clarify guidance about maintaining the integrity of a pool as the unit of accounting for acquired loans with credit deterioration.  Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early adoption is permitted. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.





In February 2010, the FASB issued ASU No. 2010-09 regarding subsequent events and amendments to certain recognition and disclosure requirements. Under this ASU, a public company that is a SEC filer, as defined, is not required to disclose the date through which subsequent events have been evaluated. This ASU is effective upon the issuance of this ASU. The adoption of this ASU did not have a material impact on our financial statements.





In January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers.  Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.




18





In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on September 1, 2010.





In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on September 1, 2010.





In August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on September 1, 2009. The Company does not expect the impact of its adoption to be material to its financial statements.





In June 2009, the Financial Accounting Standards Board (“FASB”) issued the FASB Accounting Standards Codification (the “ASC”). The ASC has become the single source of non-governmental accounting principles generally accepted in the United States (“GAAP”) recognized by the FASB in the preparation of financial statements. The ASC does not supersede the rules or regulations of the Securities and Exchange Commission (“SEC”), therefore, the rules and interpretive releases of the SEC continue to be additional sources of GAAP for the Company. The Company adopted the ASC as of September 1, 2009. The ASC does not change GAAP and did not have an effect on the Company’s financial position, results of operations or cash flows.





In May 2009, the FASB issued ASC 855-10 entitled “Subsequent Events”. Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. ASC 855-10 provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. ASC 855-10 is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of ASC 855-10 did not have a significant effect on the Company’s financial statements. In connection with preparing the accompanying unaudited condensed financial statements, management evaluated subsequent events through the date that such financial statements were issued (filed with the Securities and Exchange Commission).








ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK





This item in not applicable as we are currently considered a smaller reporting company.





19





ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





Index to Financial Statements





Report of Independent Registered Public Accounting Firm

F-1Balance Sheets as of August 31, 2010 and 2009

F-2Statements of Operations for the periods ended August 31, 2010 and 2009

F-3Statement of Stockholders' Equity (Deficit) for the periods ended August 31, 2010 and 2009

F-4Statements of Cash Flow for the periods ended August 31, 2010 and 2009

F-5Notes to Financial Statements

F-6







20





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors


Flameret, Inc.





We have audited the accompanying balance sheets of Flameret, Inc. as of August 31, 2010 and 2009 and the related statements of operations, stockholders' equity (deficit), and cash flows for the period from inception on August 13, 2009 until August 31, 2009, the period from inception on August 13, 2009 until August 31, 2010, and the year ended August 31, 2009 . These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Flameret, Inc. as of August 31, 2010 and 2009, and the results of its operations, stockholders’ equity (deficit) and cash flows for the period from inception on August 13, 2009 until August 31, 2009, the period from inception on August 13, 2009 until August 31, 2010, and the year ended August 31, 2009 in conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.








/s/ M&K CPAS, PLLC


www.mkacpas.com


Houston, Texas


December 14, 2010




F-2






FLAMERET, INC.(A DEVELOPMENT STAGE COMPANY)BALANCE SHEETSAugust 31,


August 31,2010


2009ASSETSCurrent assets:Cash

$
265


$
3,225Total current assets


265



3,225Total assets

$
265


$
3,225LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)Current liabilities:Accounts payable

$
13,471


$
-Accrued interest


487



-Due to officer


13,867



-Total current liabilities


27,825



-Stockholders' equity (deficit):Preferred stock, $0.001 par value, 10,000,000 sharesauthorized, no shares issued and outstanding


-



-Common stock, $0.001 par value, 90,000,000 sharesauthorized, 18,000,000 shares issued and outstanding


18,000



18,000Additional paid-in capital


2,500



2,500(Deficit) accumulated during development stage


(48,060
)


(17,275
)Total stockholders' equity (deficit)


(27,560
)


3,225Total liabilities and stockholders' equity (deficit)

$
265


$
3,225




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




F-3





FLAMERET, INC.(A DEVELOPMENT STAGE COMPANY)STATEMENTS OF OPERATIONSFor the year


August 13, 2009


August 13, 2009ended


(inception) to


(inception) toAugust 31, 2010


August 31, 2009


August 31, 2010Revenue

$
-


$
-


$
-Operating expenses:General and administrative


16,348



44



16,392Professional fees


13,950



17,231



31,181Total operating expenses


30,298



17,275



47,573Net operating loss


(30,298
)


(17,275
)


(47,573
)Interest expense


(487
)


-



(487
)Loss before provision for income taxes


(30,785
)


(17,275
)


(48,060
)Provision for income taxes


-



-



-Net (loss)

$
(30,785
)

$
(17,275
)

$
(48,060
)Weighted average number of common sharesoutstanding - basic and fully diluted


18,000,000



18,000,000Net (loss) per share - basic and fully diluted

$
-


$
-


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






F-4







FLAMERET, INC.(A DEVELOPMENT STAGE COMPANY)STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)Preferred stock


Common stock


Additional

paid-In


(Deficit)

accumulated

during

development


Total

stockholders'

equityShares


Amount


Shares


Amount


capital


stage


(deficit)Common stock issued tofounder at $0.001 per share


-


$
-



18,000,000


$
18,000


$
-


$
-


$
18,000Contributed capital


-



-



-



-



2,500



-



2,500Net loss for the periodended August 31, 2009


-



-



-



-



-



(17,275
)


(17,275
)Balance, August 31, 2009


-


$
-



18,000,000


$
18,000


$
2,500


$
(17,275
)

$
3,225Net loss for the year endedAugust 31, 2010


-



-



-



-



-



(30,785
)


(30,785
)Balance, August 31, 2010-


$
-



18,000,000


$
18,000


$
2,500


$
(48,060
)

$
(27,560
)




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




F-5







FLAMERET, INC.(A DEVELOPMENT STAGE COMPANY)STATEMENTS OF CASH FLOWSFor the year


August 13, 2009


August 13, 2009ended


(inception) to


(inception) toAugust 31, 2010


August 31, 2009


August 31, 2010CASH FLOWS FROM OPERATING ACTIVITIESNet (loss)

$
(30,785
)

$
(17,275
)

$
(48,060
)Adjustments to reconcile net (loss)to net cash used in operating activities:Increase (decrease) in liabilities:Accounts payable


13,471



-



13,471Accrued interest


487



-



487Net cash used in operating activities


(16,827
)


(17,275
)


(34,102
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from officer loans, related party


13,867



-



13,867Proceeds from sale of common stock


-



20,500



20,500Net cash provided by financing activities


13,867



20,500



34,367NET CHANGE IN CASH


(2,960
)


3,225



265CASH AT BEGINNING OF PERIOD


3,225



-



-CASH AT END OF PERIOD

$
265


$
3,225


$
265SUPPLEMENTAL INFORMATION:Interest paid

$
-


$
-


$
-Income taxes paid

$
-


$
-


$
-




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







F-6


Flameret, Inc.











Note 1 – Nature of Business and Significant Accounting Policies





Nature of business


Flameret, Inc. (“the Company”) was incorporated in the state of Nevada on August 13, 2009 (“Inception”). The Company was formed to market a range of liquid fire retardants and treatments, initially in the textile industries. The company will market an innovative range of fire barriers for the mattress industry, and for industrial workers coveralls. Our products will help revolutionize the mattress and furniture materials usage industry by creating a non-toxic product which does not change the feel or texture of the end product. Our products will also meet the legislation standards that have been passed and are set to go into effect in the near future, thus making these textile products easier to handle, cost effective and comfortable, as well as being non-toxic, environmentally friendly, and safe for the end user.





The Company is considered to be in the development stage as defined by FASB ASC 915-10-05. This standard requires companies to report their operations, shareholders equity and cash flows from inception through the reporting date. The Company will continue to be reported as a development stage entity until, among other factors, revenues are generated from management’s intended operations. Management has provided financial data since inception (August 13, 2009).





The Company has adopted a fiscal year end of August 31st.





Use of estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.





Cash and cash equivalents


We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.





Equipment


Equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful lives of the related asset.





Maintenance and repairs will be charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and any resulting gain or loss will be reflected in operations.





The Company will assess the recoverability of equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management.





Revenue recognition


Revenues from fixed price contracts and cost-plus-fee contracts are recognized as services are performed. Revenue is recognized at the time of sale if collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not yet been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.




F-7


Flameret, Inc.





Basic and diluted loss per share


The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure.





Stock-based compensation


The Company adopted FASB guidance on stock based compensation upon inception at August 13, 2009. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company has not had any stock and stock options issued for services and compensation for the year ended August 31, 2010 and the period from inception (August 13, 2009) through August 31, 2009.





Recently Issued Accounting Pronouncements


In April 2010, the FASB issued ASU No. 2010-18 regarding improving comparability by eliminating diversity in practice about the treatment of modifications of loans accounted for within pools under Subtopic 310-30 – Receivable – Loans and Debt Securities Acquired with Deteriorated Credit Quality (“Subtopic 310-30”). Furthermore, the amendments clarify guidance about maintaining the integrity of a pool as the unit of accounting for acquired loans with credit deterioration.  Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early adoption is permitted. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.





In February 2010, the FASB issued ASU No. 2010-09 regarding subsequent events and amendments to certain recognition and disclosure requirements. Under this ASU, a public company that is a SEC filer, as defined, is not required to disclose the date through which subsequent events have been evaluated. This ASU is effective upon the issuance of this ASU. The adoption of this ASU did not have a material impact on our financial statements.





In January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers.  Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.





In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on September 1, 2010.







F-8




Flameret, Inc.


In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on September 1, 2010.





In August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on September 1, 2009. The Company does not expect the impact of its adoption to be material to its financial statements.





In June 2009, the Financial Accounting Standards Board (“FASB”) issued the FASB Accounting Standards Codification (the “ASC”). The ASC has become the single source of non-governmental accounting principles generally accepted in the United States (“GAAP”) recognized by the FASB in the preparation of financial statements. The ASC does not supersede the rules or regulations of the Securities and Exchange Commission (“SEC”), therefore, the rules and interpretive releases of the SEC continue to be additional sources of GAAP for the Company. The Company adopted the ASC as of September 1, 2009. The ASC does not change GAAP and did not have an effect on the Company’s financial position, results of operations or cash flows.





In May 2009, the FASB issued ASC 855-10 entitled “Subsequent Events”. Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. ASC 855-10 provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. ASC 855-10 is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of ASC 855-10 did not have a significant effect on the Company’s financial statements. In connection with preparing the accompanying unaudited condensed financial statements, management evaluated subsequent events through the date that such financial statements were issued (filed with the Securities and Exchange Commission).








Note 2 – Going Concern





As shown in the accompanying condensed financial statements, the Company has incurred recurring net losses from operations resulting in an accumulated deficit of $48,060 and a working capital deficit of $27,560 as of August 31, 2010. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.





The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.







F-9




Flameret, Inc.





Note 3 – Related Party





During the year ended August 31, 2010, the Company received loans from the CEO to fund operations in the total amount of $13,867. The unsecured loans bear interest at 8% and are due on demand.





On August 13, 2009, the Company issued 18,000,000 founder’s shares at the par value of $0.001 in exchange for proceeds of $18,000 to the Company’s CEO.





On August 13, 2009, the Company received $2,500 in capital contributed from the Company’s founder and CEO.








Note 4 – Due to Officer





During the year ended August 31, 2010, the Company received various loans to fund operations in the total amount of $13,867, bearing interest at 8% and due on demand from the Company’s founder and CEO.





The Company has accrued interest of $487 as of August 31, 2010 related to the officer of the Company.








Note 5 – Stockholders’ Equity





On August 13, 2009, the founders of the Company established 90,000,000 authorized shares of common stock.  Additionally, the Company founders established 10,000,000 authorized shares of preferred stock.





Common stock


On August 13, 2009, the Company issued 18,000,000 founder’s shares at the par value of $0.001 in exchange for proceeds of $18,000.








Note 6 – Fair Value of Financial Instruments





The Company adopted a standard that defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under this standard certain assets and liabilities must be measured at fair value, and disclosures are required for items measured at fair value.





The Company does not have any recurring or non-recurring financial instruments that must be measured under the new fair value standard. The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:





Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.





Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).





Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.







F-10




Flameret, Inc.




Note 7 – Income Taxes





The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.





For the years ended August 31, 2010 and 2009, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At August 31, 2010, the Company had approximately $48,060 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2029.





The components of the Company’s deferred tax asset are as follows:





August 31,2010


2009Deferred tax assets:Net operating loss carry forwards

$
48,060


$
17,275Net deferred tax assets before valuation allowance

$
16,821


$
6,046Less: Valuation allowance


(16,821
)


(6,046
)Net deferred tax assets

$
-


$
-





Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at August 31, 2010 and 2009, respectively.





A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:





August 31,2010


2009Federal and state statutory rate


35%



35%Change in valuation allowance on deferred tax assets


(35%
)


(35%
)





In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.








Note 8 – Subsequent Events





On October 26, 2010, the board of directors voted to approve the re-domiciling from Nevada to Wyoming, and an increase in the authorized shares of common stock from ninety million (90,000,000) to two billion nine hundred million (2,900,000,000) and a cancellation in the authorized shares of series A preferred stock of ten million (10,000,000), along with the authorization of one hundred million shares of preferred stock, of which, the creation of one million (1,000,000) authorized shares of series A preferred stock, thirty million (30,000,000) shares of series B preferred stock and thirty million (30,000,000) series C preferred stock was approved. The par value of all shares was changed from $0.001 per share to $0.00001 per share. Stockholders’ equity and common stock activity for all periods presented have not been restated to give retroactive recognition to the changes in authorized shares and par values. In addition, all references in the financial statements, to weighted average number of shares, per share amounts, and market prices of the Company’s common stock have been stated without respect to the aforementioned amendments. The State of Wyoming certified the Incorporation in Wyoming on November 29, 2010.
 
 On December 2, 2010, the Company granted 500,000,000 million shares of restricted common stock to the Company’s CEO, Christopher Glover for services performed.
 
 On December 6, 2010, the Company granted 28,000,000 million shares of free trading common stock to ta consultant for services rendered in relation to marketing the Company.
 
 On December 6, 2010, the Company granted a total of 8,000,000 million shares of restricted common stock to a total of four different consultants for services rendered in relation to marketing the Company.
 
 On December 13, 2010, the Company received a short term loan of $4,000 from an investor.  The terms of which have not yet been determined.
 
 In accordance with ASC 855-10, all subsequent events have been reported through the date of this filing.




F-11







ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





The financial statements included in this Form 10-K have been audited by M & K CPAS PLLC to the extent and for the periods set forth in their report appearing elsewhere herein, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting, we have not, nor has anyone engaged on our behalf, consulted with M&K CPAS, PLLC regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and M&K CPAS, PLLC did not provide either in a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(v) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304 (a)(1)(V) of Regulation S-K.








ITEM 9A(T).  CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures.





We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e)).  Based upon that evaluation, our principal executive officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure.





Our Principal Executive Officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officer has determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.





Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.




21





Management’s Annual Report on Internal Control over Financial Reporting.





Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a- 15(f) under the Securities Exchange Act, as amended. Management, with the participation of the Chief Executive, evaluated the effectiveness of the Company’s internal control over financial reporting as of August 31, 2010. In making this assessment, management used the criteria set forth by the committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.  We have identified the following material weaknesses:





1.
As of August 31, 2010, we did not maintain effective controls over the control environment.  Specifically we have not developed and effectively communicated to our employees and consultants its accounting policies and procedures.  This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B.  Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.





2.
As of August 31, 2010, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.  Accordingly, management has determined that this control deficiency constitutes a material weakness.





Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of August 31, 2010 based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.





Changes in Internal Control over Financial Reporting





There have been no changes in the Company’s internal control over financial reporting through the date of this report or during the quarter ended August 31, 2010, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.





Independent Registered Accountant’s Internal Control Attestation





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 Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.








ITEM 9B.  OTHER INFORMATION




None




22





PART III








ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


The following table sets forth the names and positions of our executive officers and directors. Directors will be elected at our annual meeting of stockholders and serve for one year or until their successors are elected and qualify. Officers are elected by the Board and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board.


Name

Age

Position

Director SinceChristopher Glover

64

Chief Executive Officer, Principal Financial Officer, Secretary and Director

August 13, 2009Michael O’ Driscoll

44

Vice President, Finance

August 13, 2009Neil Glover

32

Vice President of Sales

August 13, 2009





MANAGEMENT BIOGRAPHIES





Christopher Glover; B.Sc., Chief Executive Officer, President, Chief Financial Officer, Secretary





Mr. Christopher Glover,age 64


Mr. Glover is the Chief Executive Officer, President, Secretary, Chief Financial Officer and Director (Principal Executive Officer) and (Principal Financial Officer) of the Company.  He was appointed in August 2009 and is reasonable for overseeing all aspects of the company.  Mr. Glover resides in England.





From August 2009 to Present Mr. Glover has acted as Chief Executive Officer, President, Secretary, and Director (Principal Executive Officer) of the Company.





Mr. Glover specializes in the development of emerging companies and their technologies and operations and required financing, which include the following:





From 1995, to August 2009, Mr. Glover has acted as Chief Executive Officer for Auto Data Network (AND).  Auto Data Network is a software and services supplier to the Automotive Sector.  The company provides integrated solutions for automotive retailers.





From 2004 through June of 2009 Mr. Glover worked as an outside consultant with United American, Inc.  Mr. Glover provided United American, Inc. with suppliers who could blend and manufacture UAI’s fire barrier products.  Mr. Glover has not and does not own any interest in United American, Inc.





Additionally from 1991 to 1995 Mr. Glover was the Sales Director of COS Limited.  COS is a marketing and production services company supplying mainly to the Publishing, Training and Motor Industries with such facilities as Design, Media Duplication (Video, Audio, Disk), Print, Packaging, Marketing and Distribution.





From 1989 to 1991 Mr. Glover was the Managing Director of County Contract Hire Limited a specialized contract hiring company.





Michael O’Driscoll, Vice President, Finance





Mr. Michael O’Driscoll,age 58


Mr. O’Driscoll is the Financial Vice President of the company.  He was appointed in August 2009 and is reasonable for the financial matters of the company.  Mr. O’Driscoll works directly with the Chief Financial Offer Mr. Glover.  Mr. O’Driscoll resides in Vancouver, Canada.





August 2009 to Present:  Vice President of Finance of Flameret, Inc.  Mr. O’Driscoll is reasonable for all financial matters in regard to the company.





1997 to August 2009, Mr. O’Driscoll was the Chief Financial Officer for Switch Pharma Pic a drug research company. Switch Pharma Pic specializing in alternative uses for established drugs.





From 1996 to 1997, Mr. O’Driscoll was non executive chairman of QV Foods Limited and AHWORTH Ltd.  The company is a food packer and processor in Lincolnshire, England. Mr. O’Driscoll was reasonable for setting up corporate procedures, and coordinated and assisted in development of strategic planning process to develop market opportunity. Additionally from 1994 through 1996 Mr. O’Driscoll worked for Key Finance Limited a computer finance company located in London, England.  Mr. O’Driscoll work in expanding contracts with UK finance houses. From 1978 to 1994, Mr. O’Driscoll worked for Merrydown PLC as Finance Director.  The company produced Cider and health foods.  From 1975 to 1978 he was employed by Deloitte Haskins & Sells as Joined Deloitte Haskins and Sells as articled clerk and left as audit senior.  Participated in and supervised audits of Inchcape, BICC, Associated Newspapers, Sothby's Bovis, M&G, Cable & Wireless, Slater Walker.




23





Neil Glover, Vice President of Sales





Neil Glover, age 32


Mr. Neil Glover is the Vice President of Sales and reports directly to the President and Chief Executive Officer of the company.  Mr. Neil Glover is the son of the President of the company Christopher Glover. Mr. Glover resides in England.





Mr. Neil Glover has a Post Graduate Diploma in Marketing - Chartered Institute of Marketing Member of the Chartered Institute of Marketing and a Chartered Marketer. BA (Hons) Degree, Business Management with Marketing Management. University of Gloucestershire, Cheltenham, Sept. 1998 - June 2002. 4-year sandwich course with one year of work placement (Mostra Ltd. & Allcars.com Ltd.).





From 2007 to August 2009 Mr. Neil Glover worked for Rix & Kay Solicitors LLP a regional law firm based in Sussex, England. They offer a complete range of both private client and commercial services and have a series of dedicated teams that are specialists within the fields they operate.  Mr. Neil Glover was responsible for planning and implementing new acquisition activity through co-coordinating, developing, and delivering a range of promotions, events, literature and products to clients.  He also worked on promotional campaigns utilizing full marketing mix.  From 2005 through 2007 Mr. Neil Glover worked for JNSquared Ltd. Marketing as the Director of Marketing.  JNSquared Ltd is an independent marketing and website design consultancy. The company works with a number of businesses from start-ups to well established firms.  Mr. Neil Glover was responsible for developing clients marketing strategy and ensuring that their business requirements were met. From 2003 through 2005 Mr. Neil Glover worked for Auto Data Network as a marketing manager. He was responsible for the project management of allCars.com.





Limitation of Liability of Directors





Pursuant to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director's liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.





Election of Directors and Officers





Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.





No Executive Officer or Director of the Corporation has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry. Or as an affiliated person, director or employee of an investment company, bank, savings and loan association. Also an insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.





No Executive Officer or Director of the Corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding, which is currently pending.





No Executive Officer or Director of the Corporation is the subject of any pending legal proceedings.





Section 16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, we believe that during 2009 our Directors and executive officers did not comply with all Section 16(a) filing requirements.  Specifically, Mr. Christopher Glover failed to file Form 3s with respect to the issuance of common shares for the year ended August 31,2009, and Form 4s for the year ended August 31, 2010.




24





Audit Committee





We do not have an Audit Committee, our board of directors acted as the Company's Audit Committee during fiscal 2010, recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors' independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.





Our board of directors has determined that if we were required to have a financial expert and/or an audit committee, Christopher Glover, our CEO, would be considered an “audit committee financial expert,” as defined by applicable Commission rules and regulations. Based on the definition of “independent” applicable to audit committee members of Nasdaq-traded companies, our board of directors has further determined that Mr. Glover is not considered to be “independent.”


Code of Ethics





A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:





·
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;


·
Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer;


·
Compliance with applicable governmental laws, rules and regulations;


·
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and


·
Accountability for adherence to the code.





On August 13, 2009, the Company adopted a Code of Ethics that applies to the Company's principal executive officer, principal financial officer and principal accounting officer. Anyone can obtain a copy of the Code of Ethics by contacting the Company at the following address: at 3280 Sunrise Highway Suite 51 Wantagh, NY 11793, attention: Chief Executive Officer, telephone: (516) 816-2563. The first such copy will be provided without charge. The Company will post any amendments to the Code of Ethics, as well as any waivers that are required to be disclosed by the rules of either the Securities and Exchange Commission or the National Association of Dealers.





Nominating Committee





We do not have a Nominating Committee or Nominating Committee Charter. Our board of directors performed some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are continuously updating our operations and have limited resources with which to establish additional committees of our board of directors.





Compensation Committee





At this time, Mr. Glover is the only member of the committee and has not needed to perform in this role due to the lack of establishing any compensation. The board of directors intends to add additional members to the compensation committee and expects it to consist solely of independent members.  Until more members are appointed to the compensation committee, our entire board of directors will review all forms of compensation provided to any new executive officers, directors, consultants and employees, including stock compensation and options.





25





ITEM 11.  EXECUTIVE COMPENSATION





The following table sets forth certain information relating to all compensation of our named executive officers for services rendered in all capacities to the Company during the years ended December 31, 2009, 2008 and 2007:





Summary Compensation Table


Name and

Principal

Position

(a)
Fiscal Year

(b)

Salary

(c)


Stock

Awards

(e)(1)


Option

Awards

(f)(1)


All Other Compensation


Total

CompensationChristopher Glover, CEO (2)
2010

$
-0-


$
-0-


$
-0-


$
-0-


$
-0-2009

$
-0-


$
-0-


$
-0-


$
-0-


$
-0-Michael O’Driscoll, VP of
2010

$
-0-


$
-0-


$
-0-


$
-0-


$
-0-Finance
2009

$
-0-


$
-0-


$
-0-


$
-0-


$
-0-Neil Glover, VP of Sales
2010

$
-0-


$
-0-


$
-0-


$
-0-


$
-0-2009

$
-0-


$
-0-


$
-0-


$
-0-


$
-0-





(1) The amounts in columns (e) and (f) reflect the dollar amount recognized for financial statement reporting purposes for the years ended August 31, 2010 and 2009, in accordance withFASB ASC 718-10-30-2of awards of stock and stock options and thus include amounts from awards granted in and prior to 2009.  Assumptions used in the calculation of this amount are included in Note 3 of our audited financial statements for the fiscal year ended August 31, 2010 included in Part II, Item 7, Financial Statements and Supplementary Data of this Annual Report on Form 10-K.





(2) On August 13, 2009 the Company sold 18,000,000 founder’s shares of restricted common stock for $18,000. These shares were sold and, as such, not considered compensation.





Employment Agreements





We have not entered into any employment agreements.  Our CEO, Christopher Glover has worked without compensation and has no agreement to defer any compensation.





Outstanding Equity Awards at Fiscal Year End





We have no outstanding equity awards, including common stock options.





Director Compensation





The table below summarizes the compensation that we paid to non-employee directors for the year ended August 31, 2010.





Name

(a)

Year

Stock Awards

($)

(c)


Option

Awards

($)

(d)


All Other Compensation

($)

(g)(1)


Total

($)

(h)Christopher Glover (1)

2010

$
-0-


$
-0-


$
-0-


$
-0-Michael O’Driscoll

2010

$
-0-


$
-0-


$
-0-


$
-0-Neil Glover

2010

$
-0-


$
-0-


$
-0-


$
-0-





The amounts in columns (c) and (d) reflect the dollar amount recognized for financial statement reporting purposes for the year ended August 31, 2010, in accordance withFASB ASC 718-10-30-2of awards of stock and stock options and thus include amounts from awards granted in and prior to 2010.  Assumptions used in the calculation of this amount are included in Note 3 of our audited financial statements for the year ended August 31, 2010 included in Part II, Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K.





(1) On August 13, 2009 the Company sold 18,000,000 founder’s shares of restricted common stock for $18,000. These shares were sold and, as such, not considered compensation.





26





ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The following table presents information, to the best of our knowledge, about the beneficial ownership of our common stock on November 30, 2010, held by those persons known to beneficially own more than 5% of our capital stock and by our directors and executive officers.





Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose.  Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power.  It also includes (unless footnoted) shares of common stock that the stockholder has a right to acquire within 60 days after November 30, 2010 through the exercise of any option, warrant or other right.  The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of our common stock. Unless otherwise indicated, the address of each listed stockholder is c/o Flameret, Inc, 3280 Sunrise Highway Suite 51 Wantagh, NY 11793.





Common Stock

Series A Preferred StockName of Beneficial Owner (1)

Number

of Shares

Percentage

of Class(2)

Number

of Shares

Percentage

of Class(3)Christopher Glover, CEO and Director


510,025,000
(3)
92.1%

-


-%Directors and Officers as a Group (1 person)


510,125,000
(4)
92.1%

-


-%





(1) Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock or Series A Preferred Stock owned by such person.


(2) Percentage of beneficial ownership is based upon 18,000,000 shares of Common Stock outstanding as of November 30, 2010. For each named person, this percentage includes Common Stock that the person has the right to acquire either currently or within 60 days of November 30, 2010, including through the exercise of an option; however, such Common Stock is not deemed outstanding for the purpose of computing the percentage owned by any other person.


(3) Includes 510,000,000 shares of Common Stock owned by Christopher Glover, CEO, as well as, 25,000 shares owned by Mr. Glover’s wife.


(4) Includes 510,000,000 shares of Common Stock owned by Christopher Glover, CEO, as well as, 25,000 shares owned by Mr. Glover’s wife, and 100,000 shares owned by Neil Glover.








ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE





During the year ended August 31, 2010, the Company received loans from the CEO to fund operations in the total amount of $13,867. The unsecured loans bear interest at 8% and are due on demand.





On August 13, 2009, the Company issued 18,000,000 founder’s shares at the par value of $0.001 in exchange for proceeds of $18,000 to the Company’s CEO.





On August 13, 2009, the Company received $2,500 in capital contributed from the Company’s founder and CEO.








27


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





The following table shows the fees paid or accrued for the audit and other services provided by our independent auditors for August 31, 2010 and 2009.




August 31,


August 31,2010


2009Audit fees:M&K CPAS, PLLC

$
8,500


$
—Audit-related fees:M&K CPAS, PLLC


—



—Tax fees:


—



—All other fees:


—



—Total fees paid or accrued to our principal accountant

$
8,500


$
—





We do not have an Audit Committee.  Our board of directors acted as the Company's Audit Committee during the fiscal year ended August 31, 2010, recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors’ independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls.








Item 15. Exhibits.





Incorporated by referenceExhibit
Exhibit Description
Filed herewith
Form
Period ending
Exhibit
Filing date3.1
Articles of Incorporation

S-1

3.1
09/21/093.1A
Articles of Incorporation

S-1

3.1A
11/17/093.2
Bylaws

S-1

3.2
09/21/095.1
Legal Opinion of Leo Moriarty, Attorney (March 1, 2010)

S-1

5.1
03/01/1010.1
Patent license agreement between Flameret, Inc. and United American, Inc.

S-1

10.1
11/17/0923.2(9)
Consent of M&K CPAS, PLLC

S-1

23.2(9)
03/01/1031.1
Certification of Mr. Glover pursuant to Section 302 of the Sarbanes-Oxley Act
X32.1
Certification of Mr. Glover pursuant to Section 906 of the Sarbanes-Oxley Act
X







28


SIGNATURES




In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




FLAMERET, INC.






By:




/s/ Christopher Glover


Christopher Glover


President, Chief Executive Officer, Secretary,


Treasurer, and Director


(Principal Executive Officer, Principal Financial Officer,


and Principal Accounting Officer)


Date: December 14, 2010