SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K/A


(Amendment No.2)





|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended May 31, 2010





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





For the transition period from ________________ to __________________





Commission File Number   333-153172





Numbeer, Inc.


(Exact name of registrant as specified in its charter)





Nevada

26-2374319(State or other jurisdiction of incorporation)

(IRS employer ID Number)










112 North Curry Street, Carson City

89703(Address of principal executive offices)

(Zip Code)





Registrant’ telephone number including area code   (775) 321-8216





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




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 o




Check whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files.  Yes o      No x  (Not required by smaller reporting companies)





Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


Large Accelerated Filer o
Accelerated Filer o
Non-Accelerated Filer o
Smaller Reporting Company x
 
 Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).
 Yes |X] No  o
 
 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity:  As of May 31, 2010, the aggregate value of voting and non-voting common equity held by non-affiliates was $8,940.
  Explanatory Note: This Amendment No. 2 on Form 10-K/A amends our Annual Report on Form 10-K for the fiscal year ended May 31, 2010, which was originally filed with the SEC on September 1, 2010. We are filing this Amendment No. 2 on Form 10-K/A solely to amend the information under Item 9A. and 9(A)(T) Controls and Procedures and to correct the dates and titles of the certifications included herein.


{Client\002709\G988\00315087.DOC;2}
 - 1 -








TABLE OF CONTENTS








Page
Number





PART I





Item 1.
Business
3Item 1A.
Risk Factors
5Item 1B
Unresolved Staff Comments
5Item 2
Properties
5Item 3
Legal Proceedings
5Item 4
(Removed and Reserved)
5





PART II





Item 5
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
5Item 6
Selected Financial Data
6Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operation
6Item 7A
Quantitative and Qualitative Disclosure about Market Risk
7Item 8
Financial Statements and Supplementary Data
7Item 9
Changes an Disagreements With Accountants on Accounting and Financial Disclosure
19Item 9A
Controls and Procedures
19Item 9A(T)
Controls and Procedures
20Item 9B
Other Information
21





PART III





Item 10
Directors, Executive Officers and Corporate Governance
21Item 11
Executive Compensation
23Item 12
Security Ownership of Certain Beneficial Owners and Management
23Item 13
Certain Relationships and Related Transactions and Director Independence
23Item 14
Principal Accounting Fees and Services
24





PART IV





Item 15
Exhibits and Financial Statement Schedules
24
































- 2 -


PART 1





Item 1: Business





Overview





Numbeer, Inc. (“Numbeer, “we”, “the company”) was incorporated in the State of Nevada as a for-profit company on April 07, 2008 and established a fiscal year end of May 31. We are a development-stage company that intends to sell a complete Beer Control System which will maximize the yield from a keg. It will allow sales and portion control, reducing the cost of the beer stock by monitoring liquor pouring and controlling portion sizes.





By programming selling price, pour size and beer cost, Numbeer’s software will keep track of inventory, sales and even generate variance reports. Our product will be a major time saver and an excellent tool to manage several beer lines.





The Company has not been involved in any bankruptcy, receivership or similar proceedings since its incorporation nor has it been involved in any reclassification, merger or consolidation.  We have no plans to change our business activities.





General





One out of every five kegs is lost to waste and theft. To avoid this loss, Numbeer’s planned systems  intends to use a simple and highly sensitive flow meter installed in the beer line and a fully automated pour system that would completely control all the liquids dispensed. It should be very easy to install and would not affect the operation or the appearance of the bar, permitting the customer see the bottle being poured. It should be able to record volume, count and sales values of all drinks poured.





Customized management hardware would be installed in the draught beer lines and spirit dispensers in each revenue center. These beer lines would be connected to our central database through our software, which would provide us with updated sales information. If requested, it should record the sales of each drink poured automatically. The beer dispensed could be displayed in pints or liters.





We plan the Numbeer software to run on all recent versions of Windows and allow the owner of the establishment to manage with ease all aspects of beverage dispensing, including brand and price assignment, dispenser operation and reporting. He would also be able to customize his own reports, scheduling them on an hourly, weekly, monthly or annual basis. Retail sales information could be reported, as well as the volume dispensed by each keg, making it easier to compare the amount dispensed to the inventory and cash register receipts.





In general, Numbeer’s system should payback the Owner’s investment in six to ten months.





Our planned free-pouring style liquor dispensers would provide for an unlimited number of brands. It would read up to seven different price codes using either standard or Fast-Pour pourers.





This system should enable all dispensing and sales data to be accessed via a secure central website – so that there is no need for regular visits to determine the sales generated at each revenue center. Dial-in access from home, office or laptop - or an internet access point anywhere in the world – would be provided through an authorized log in with unique username and password. And the system would continue to work even if the PC is switched-off for a few days.


- 3 -


We intend to provide technical support 24 hours per day through email and telephone. We also plan to provide free software and program updates during the warranty period (one year). The system technology would operate in a high-security environment and be updated every 4 months. We plan to also provide a dual firewall protection system to prevent hackers and viruses.




It is important to sanitize all system and the beer lines at installation time and periodically thereafter. Numbeer may provide sanitation services for the beer delivery system for 2 years after the deal. Keeping the delivery system clean and sanitized means that the product would be safe, better tasting and in the case of beer, less likely to foam.




Developing the system according to the client’s needs could be also included in the services that we plan to offer, we plan to ensure that our customer’s investment in our beer systems would increase his margin profit, not only by defusing theft, but also by utilizing fine quality towers to promote his products at more than reasonable prices.





Our president has invested $7,000 in the Company. A total of 34 other investors have invested a further $8,940 in the Company through the purchase of common shares. At the present time, we have not made any arrangements to raise additional cash. We will need additional cash and if we are unable to raise it, we will either suspend marketing operations until we do raise the cash necessary to continue our business plan, or we cease operations entirely.





If we are unable to complete any phase of our business plan or marketing efforts because we don’t have enough money, we will cease our development and/or marketing activities until we raise money. Attempting to raise capital after failing in any phase of our business plan would be difficult. As such, if we cannot secure additional funds we will have to cease operations and investors will lose their entire investment.





Plan of Operation




Over the 12 month period after we have raised enough funds to start our business operations, we should start the design, manufacture and sales of our planned beer management systems. This would be done in three successive stages. In the first stage we would hire a mechanical engineering firm to design the hardware components of our proposed systems and a software engineer to design our planned Windows-based user interface. We plan to retain such a mechanical engineering firm and software engineer within 60 days. We expect to complete our designs within 120 days.




The next stage of our plan of operation is to contract an independent manufacturer to produce the hardware components of our planned beer system. We expect to complete this task within 180 days. During this stage we should also develop our website.




In the final stage of our plan, we would find prospective customers to test rent and subsequently purchase the first installations of our planned system. The venue for our first installations would be chosen strategically to maximize publicity for our products and services. We expect to sign rental agreements with our first customers within 360 days after we begin the implementation of our plan of operations.




The Company has raised $15,940 in cash to initiate its business plan through the sale of its common stock.  The amount raised from our stock offering is insufficient and we will need additional cash to continue to implement our business plan.  If we are unable to raise it, we will either suspend marketing operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.


- 4 -


If we are unable to complete any aspect of our development or marketing efforts because we don’t have enough money, we will cease our development and/or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our business plan would be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment.





Management does not plan to hire additional employees at this time. Our President will be responsible for the initial product sourcing. We intend to hire a software engineer initially on a commission only basis to keep administrative overhead to a minimum and web designers to develop and maintain our website.





We do not expect to be purchasing or selling plant or significant equipment during the next twelve months.





Item 1A. Risk Factors





We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.





Item 1B. Unresolved Staff Comments





We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.





Item 2. Properties





We do not own any real estate or other properties. The Company’s office is located at 112 North Curry Street, Carson City, Nevada, 89703.





Item 3. Legal Proceedings





The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.





No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.





Item 4. (Removed and Reserved)








PART II





Item 5.  Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities





As of May 31, 2010 the Company had thirty-four (34) active shareholders of record.  The company has not paid cash dividends and has no outstanding options.





- 5 -


Item 6. Selected Financial Data





We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.





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





The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.





This interim report contains forward looking statements relating to our Company's future economic  performance,  plans and objectives of management for future operations, projections of revenue  mix  and  other financial items that are  based on the beliefs of, as well as assumptions made  by  and  information currently  known  to,  our  management.  The words "expects”, “intends”, “believes”, “anticipates”, “may”, “could”, “should" and similar expressions and variations thereof are intended to identify forward-looking statements.  The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.





Our auditor’s report on our May 31, 2010 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our officer and director may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See “May 31, 2010 Audited Financial Statements - Auditors Report.”





As of May 31, 2010, Numbeer had $954 cash on hand and in the bank. Management believes this amount will not satisfy our cash requirements for the next twelve months or until such time that additional proceeds are raised. We plan to satisfy our future cash requirements - primarily the working capital required for the development of our course guides and marketing campaign and to offset legal and accounting fees - by additional equity financing. This will likely be in the form of private placements of common stock.





Management believes that if subsequent private placements are successful, we will be able to generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.





If Numbeer is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in Numbeer having to seek capital from other sources such as debt financing, which may not even be available to the company. However, if such financing were available, because Numbeer is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Numbeer cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Numbeer common stock would lose all of their investment.


- 6 -


The development and marketing of our Beer Control System will start over the next 12 months. Numbeer does not anticipate obtaining any further products or services.





We did not generate any revenue during the fiscal year ended May 31, 2010.  As of the fiscal year ended May 31, 2010 we had $954 of cash on hand in the bank. We incurred operating expenses in the amount of $15,644 in the fiscal year ended May 31, 2010. The total operating expenses in the fiscal year ended May 31, 2009 was in the amount of $17,257. These operating expenses were comprised of professional fees and office and general expenses.   Since inception we have incurred operating expenses of $37,814.





Numbeer has no current plans, preliminary or otherwise, to merge with any other entity.





Off-Balance Sheet Arrangements.





As of the date of this Annual Report, the current funds available to the Company will not be sufficient to continue operations. The cost to establish the Company and begin operations is estimated to be approximately $40,000 over the next twelve months and the cost of maintaining our reporting status is estimated to be $15,000 over this same period. The president, Michael Allan English has undertaken to provide the Company with operating capital to sustain our business over the next twelve month period as the expenses are incurred in the form of a non-secured loan. However, there is no contract in place or written agreement securing this agreement.  Management believes that if the Company cannot raise sufficient revenues or maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company.  As such, any investment previously made would be lost in its entirety.





Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.





Item 7A. Quantitative and Qualitative Disclosures about Market Risk





We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.





Item 8. Financial Statements and Supplementary Data















































- 7 -
































NUMBEER, INC.


(A Development Stage Company)





FINANCIAL STATEMENTS


(Audited)


MAY 31, 2010






































BALANCE SHEETS





STATEMENTS OF OPERATIONS





STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIT)





STATEMENTS OF CASH FLOWS





NOTES TO FINANCIAL STATEMENTS
















- 8 -


SEALE AND BEERS, CPAs


PCAOB & CPAB REGISTERED AUDITORS


www.sealebeers.com





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the Board of Directors


Numbeer, Inc.


(A Development Stage Company)





We have audited the accompanying balance sheets of Numbeer, Inc. (A Development Stage Company) as of May 31, 2010 and May 31, 2009 (Restated), and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended May 31, 2010 and May 31, 2009 (Restated) and since inception on April 7, 2008 through May 31, 2010. 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 conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our 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 Numbeer, Inc. (A Development Stage Company) as of May 31, 2010 and May 31, 2009 (Restated), and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended May 31, 2010 and May 31, 2009 (Restated) and since inception on April 7, 2008 through May 31, 2010, in conformity with accounting principles generally accepted in the United States of America.





As Discussed in Footnote 9 to the accompanying financial statements, the Company has restated its financial statements, which were previously audited by other independent auditors who have ceased operations.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company has not yet established an ongoing source of revenues sufficient to cover its operating costs, which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





/s/ Seale and Beers, CPAs





Seale and Beers, CPAs


Las Vegas, Nevada


August 30, 2010





50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351


- 9 -














NUMBEER, INC.


(A Development Stage Company)


BALANCE SHEETS


(Audited)





May 31, 2010


May 31, 2009

RestatedASSETSCURRENT ASSETSCash

$
954


$
2,593Total current assets


954



2,593Total assets

$
954


$
2,593LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable and accrued liabilities

$
14,000


$
12,480Due to related party


8,828



1,413Total current liabilities


22,828



13,893STOCKHOLDER’S EQUITY (DEFICIT)Common stock, $0.001 par value,Authorized 75,000,000 shares of common stock,Issued and outstanding 7,596,000 shares of common stock


7,596



7,596Additional Paid in Capital


8,344



8,344Subscription receivable


-



(5,070
)Deficit accumulated during the development stage


(37,814
)


(22,170
)Total stockholder’s equity (deficit)


(21,874
)


(11,300
)Total liabilities and stockholder’s equity (deficit)

$
954


$
2,593





























The accompanying notes are an integral part of these financial statements







- 10 -










NUMBEER, INC.


(A Development Stage Company)


STATEMENTS OF OPERATIONS


(Audited)








Year

to

May 31, 2010


Year

to

May 31, 2009

(Restated)


From inception

(April 7, 2008) through

May 31, 2010REVENUE

$
-


$
-


$
-EXPENSESOffice & General


(3,394
)


(2,343
)


(7,150
)Professional fees


(12,250
)


(14,914
)


(30,664
)Total Operating Expenses


(15,644
)


(17,257
)


(37,814
)Provision for Income Taxes


-



-



-NET LOSS

$
(15,644
)

$
(17,257
)

$
(37,814
)BASIC NET LOSS PER SHARE$
(0.00)


$
(0.00)WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING


7,596,000



7,194,710



























































The accompanying notes are an integral part of these financial statements










- 11 -







NUMBEER, INC.


(A Development Stage Company)


STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIT)





FROM INCEPTION (April 7, 2008) TO May 31, 2010


(Audited)





Common Stock


Additional Paid in


Subscription


Deficit Accumulated During the Development


Total stockholders’Number of shares


Amount


Capital


Receivable


Stage


deficitBalance April 7, 2008


-


$
-





$
-


$
-


$
-Common stock issued for cash at $0.001 per share April 24, 2008


7,000,000



7,000






(7,000
)Net loss May 31, 2008 (Restated)

















(4,913
)


(4,913
)Balance, May 31, 2008


7,000,000


$
7,000





$
(7,000
)

$
(4,913
)

$
(4,913
)Subscription receivable from prior    year













7,000







7,000Common stock issued for cash at $0.015 per share between Dec 11, 2008 and May 31, 2009


596,000



596



8,344



(5,070
)






3,870Net loss May 31, 2009 (Restated)


















(17,257
)


(17,257
)Balance, May 31, 2009


7,596,000


$
7,596


$
8,344


$
(5,070
)

$
(22,170
)

$
(11,300
)Subscription Receivable














5,070







5,070Net loss May 31, 2010


















(15,644
)


(15,644
)Balance, May 31, 2010


7,596,000


$
7,596


$
8,344


$
-


$
(37,814
)

$
(21,874
)






































The accompanying notes are an integral part of these financial statements















- 12 -










NUMBEER, INC.


(A Development Stage Company)





STATEMENTS OF CASH FLOWS


(Audited)














From inceptionYear to


Year to


(April 7, 2008)

throughMay 31,


May 31,


May 31,2010


2009

(Restated)


2010OPERATING ACTIVITIESNet loss

$
(15,644
)

$
(17,257
)

$
(37,814
)Increase in accrued expenses


1,520



8,980



14,000NET CASH USED IN OPERATINGACTIVITIES


(14,124
)


(8,277
)


(23,814
)INVESTING ACTIVITIESFINANCING ACTIVITIESProceeds from sale of common stock


5,070



10,870



15,940Increase in shareholders loan


7,415



-



8,828NET CASH PROVIDED BYFINANCING  ACTIVITIES


12,485



10,870



24,768NET INCREASE IN CASH


(1,639
)


2,593



954CASH, BEGINNING OF PERIOD


2,593



-



-CASH, END OF PERIOD

$
954


$
2,593


$
954Supplemental cash flow information:Cash paid for:Interest

$
-


$
-


$
-Income taxes

$
-


$
-


$
-








The accompanying notes are an integral part of these financial statements










- 13 -


NUMBEER, INC.


(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS





May 31, 2010 and 2009

(Audited)





NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION





Numbeer, Inc. (“Company”) is in the initial development stage and has incurred losses since inception totalling $37,814.  The Company was incorporated on April 7, 2008 in the State of Nevada and established a fiscal year end of May 31st.  The Company is a development stage company that intends to sell a complete Beer Control System which will maximize the yield from a keg. It will allow sales and portion control, reducing the cost of the beer stock by monitoring liquor pouring and controlling portion sizes.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis of Presentation


The financial statements present the balance sheet, statements of operations, stockholders’ deficit and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.





Use of Estimates and Assumptions


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





Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.





Fair Value


In accordance with the requirements of ASC Topic 820, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies.  The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.




Income Taxes


The Company follows the liability method of accounting for income taxes in accordance with ASC Topic 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances.  Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.


- 14 -


NUMBEER, INC.


(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS





May 31, 2010 and 2009

(Audited)





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)




Revenue and Cost Recognition


The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.





Advertising


The company expenses advertising as incurred.  The company has had no advertising since inception.





Property


The Company does not own or lease any real property.





Net Loss per Share


Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.  Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.







Foreign Currency Translation


The financial statements are presented in United States dollars. In accordance with ASC Topic 830, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented.  Related translation adjustments are reported as a separate component of stockholder’s equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations.





Stock-based Compensation


The Company has not adopted a stock option plan and has not granted any stock options.  Accordingly, no stock-based compensation has been recorded to date.





Share Based Expenses


In accordance with ASC Topic 230, this statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements.  The Company adopted ASC Topic 230 upon creation of the company and expenses share based costs in the period incurred.


- 15 -


NUMBEER, INC.


(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS





May 31, 2010 and 2009

(Audited)





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent Accounting Pronouncements


The company has evaluated all the recent accounting pronouncements through the issuance date of these financials and believe that none of them will have a material effect on the company’s financial statement.








NOTE 3 – GOING CONCERN





The Company's financial statements are prepared using accounting principles  generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  The Company has a deficit accumulated since inception (April 7, 2008) through May 31, 2010 of $37,814.The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.





In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.





The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.








NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS







In accordance with ASC Topic 825 and 820 the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies.  The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.









- 16 -


NUMBEER, INC.


(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS





May 31, 2010

(Audited)





NOTE 5 – CAPITAL STOCK


The Company’s authorized capitalization is 75,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.





As of May 31, 2010 and 2009, the Company has not granted any stock options and has not recorded any stock-based compensation.





On April 24, 2008, the sole Director purchased 7,000,000 shares of the common stock in the Company at $0.001 per share for $7,000.





Between December 11, 2008 and May 31, 2009 596,000 shares of the common stock in the Company were issued at $0.015 per share.





NOTE 6 – INCOME TAXES




We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. In accordance with ASC Topic 740 – Accounting for Income Tax and ASC Topic 605 - Accounting for Uncertainty in Income Taxes, when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.  We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.




The components of the Company’s deferred tax asset as of May 31, 2010 and 2009 are as follows:




May 31, 2010


May 31, 2009Net operating loss carry forward

$
(37,814
)

$
(22,170
)Times Tax at Statutory rate


35
%


35
%Deferred Tax Asset


13,235



7,760Valuation allowance


(13,235
)


(7,760
)Net deferred tax asset

$
0


$
0





The net federal operating loss carry forward will expire between 2028 and 2030.  This carry forward may be limited upon the consummation of a business combination under IRC Section 381.


- 17 -





NUMBEER, INC.


(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS





May 31, 2010 and 2009

(Audited)


NOTE 7 – LOAN PAYABLE – RELATED PARTY LOANS





As of May 31, 2010 and 2009 the Shareholder paid certain costs of $8,828 and $1,413, respectively, on behalf of the Company.  This was booked as a loan from related party. The loan is payable on demand and without interest.





NOTE 8 - SUBSEQUENT EVENTS





The Company has evaluated subsequent events through the date which the financial statements were available to be issued, and no other events have occurred.





NOTE 9 – RESTATEMENT NOTE





The company had failed to correctly accrue audit fees into the audited period.  The company has restated its Financial Statement as at May 31, 2009.





YEAR ENDED May 31, 2009Balance Sheet

ORIGINAL


CORRECTION


RESTATEDAccrued Expenses


11,980



500



12,480Accumulated Deficit


(21,670
)


(500
)


(22,170
)Income statementProfessional fees


(17,914
)


3,000



(14,914
)Net Loss


(20,257
)






17,257Basic loss per share

$
0






$
0INCEPTION TO May 31, 2008Income statementProfessional fees


-



(3,500
)


(3,500
)Net Loss


0







(3,500
)Basic loss per share

$
0






$
0








- 18 -




Item 9. Changes and Disagreements with Accounts on Accounting and Financial Disclosure
 
 Our auditors are Seale & Beers, CPA’s, operating from their offices in Las Vegas, NV.  There have not been any changes in or disagreements with our accountants on accounting, financial disclosure or any other matter.


Item 9A. Controls and Procedures


In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated, with the participation of the Company’s principal executive and financial officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that Evaluation he concluded that the Registrant’s disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the registrant’s disclosure obligations under the Exchange Act. Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Company’s  principal executive and principal financial officer has concluded that as of the end of the period covered by this Annual Report on Form 10K our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) are not effective because of the material weaknesses in our disclosure controls and procedures. which is identified below.  It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.”





The material weaknesses in our disclosure control procedures are as follows:





1.
Lack of formal policies and procedures necessary to adequately review significant accounting transactions.The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.





2.
Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.





We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:





●
Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel.




●
Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.





- 19 -


Item 9A(T). Controls and Procedures




Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).  Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintain records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition , use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.





As of May 31, 2010, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments.  Based on this evaluation under the COSO Framework, our management concluded that our internal control over financial reporting are not effective as of May 31, 2010.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.  Based on that evaluation, they concluded that, as of May 31, 2010, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.





The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of May 31, 2010 and communicated to our management.





Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.


- 20 -


We are committed to improving our financial organization. As part of this commitment, we will create a position to  segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.


Management believes that the appointment of more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.





We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.





There have been no changes in our internal controls over financial reporting that occurred during the quarter ended May 31, 2010 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.





This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report in the Annual Report.





Part 9B. Other Information





None





PART III





Item 10. Directors, Executive Officers and Corporate Governance





Our directors serve until their respective successors are elected and qualified. Michael Allan English has been elected by the Board of Directors to a term of one (1) year and serves until her successor is duly elected and qualified, or until he is removed from office. Marcus Vinicius Mizushima has been appointed to the Board of Directors without a term. The Board of Directors has no nominating or compensation committees. The Company’s current Audit Committee consists solely of Michael Allan English, the Company’s sole officer and a director.


- 21 -


The names, addresses, ages and positions of our present sole officer and our directors are set forth below:





Name
Age

Position(s)Michael Allan English
42

President, Secretary/ Treasurer, Chief Financial Officer and Chairman of the Board of Directors.





Marcus Vinicius Mizushima
35

Director





Michael Allan English has held his offices/positions since inception of our company and Marcus Vinicius Mizushima has held his position since February 19, 2009. Directors receive no compensation for serving on the Board of Directors





Background of officers and Directors





Michael Allan English




Mr. English has vast experience as Restaurant and bar manager, Line and prep cook, general manager, bartender, inventory control and manager, DJ and doorman.




Michael English is currently the owner of Crescent Beach Grill & Bar, located in Fort Erie, Ontario, Canada, since November, 2005. From June 2001 to April 2006, Mr. English was a Field Services Manager for Freepour Controls, Mississauga, Ontario.





Marcus Vinicius Mizushima




Marcus Vinicius Mizushima has a Bachelor degree in Business & Administration from Universidade Paulista (UNIP – Sao Paulo, SP, Brazil) and a technician formation in Construction. During the 1994 to 2006 period, he partially owned a Fire Security Consulting Business for buildings and commercial establishments (fire-extinguishers, fire security doors), being mainly in charge of the sales department. From September/2006 to April/2008 he worked as a machine operator for automotive companies in Japan. Currently, Mr. Mizushima works in the administration of a Travel Agency.




Mr. English and Mr. Mizushima are not directors of any other reporting company.





Significant Employees




The Company does not, at present, have any employees other than the current director and officer and director. We have not entered into any employment agreements, as we currently do not have any employees other than the current director and officer and director.





Family Relations




There are no family relationships among the Directors and Officers of Numbeer, Inc.


- 22 -





Involvement in Legal Proceedings





No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.





No executive Officer or Director of the Company is the subject of any pending legal proceedings.





No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.





Item 11.   Executive Compensation.





Our current director and executive officer and director have not and do not receive any compensation and have not received any restricted shares awards, options or any other payouts. As such, we have not included a Summary Compensation Table.





There are no current employment agreements between the Company and  its executive officer or directors. Our executive officer and directors have agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the directors for participation. Our executive officer and directors have the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances.  At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.





There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company.








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





Title of Class
Name and Address of Beneficial Owner [1]
Amount and Nature of Beneficial Owner
Percent of ClassCommon Stock
Michael Allan English,

489 Gorham Road, Ridgeway, Ontario Canada L0S 1N0
7,000,000
90.3%All Beneficial Owners as a Group (1 person)
7,000,000
90.3%





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





Currently, there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view.


- 23 -





The Company has no formal written employment agreement or other contracts with our current director and officer and director and there is no assurance that the services to be provided by them will be available for any specific length of time in the future.  Mr. English and Mr. Mizushima anticipate devoting at a minimum of ten to fifteen percent of their available time to the Company’s affairs.  The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary.





Item 14.   Principal Accountant Fees and Services.





For the fiscal year ended May 31, 2010 we expect to incur approximately $6,000 in fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements. For the fiscal year ended May 31, 2009, review of the financial statements for the periods ended August 31, 2009, November 30, 2009 and February 28, 2010; we incurred approximately $8,250 in fees to our independent accountants.





During the fiscal year ended May 31, 2010, we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services.











PART IV





ITEM 15. EXHIBITS





23.1


Consent of Seale & Beers, CPA’s





31.1


Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer





31.2


Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *





32.1


Section 1350 Certification of Chief Executive Officer





32.2


Section 1350 Certification of Chief Financial Officer **





*     Included in Exhibit 31.1


**    Included in Exhibit 32.1





SIGNATURES





In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Numbeer, Inc.





BY:      /s/ Michael Allan English


Michael Allan English
 President, Secretary Treasurer, Principal Executive Officer,
 Principal Financial Officer
 
 /s/ Marcus Vinicius Mizushima
 Marcus Vinicius Mizushima
 Director
 
 Dated:  December 6, 1010