SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K





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



For the fiscal year ended May 31, 2012



 ̈  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 ̈ Nox



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.
       YesxNo ̈



Indicate by
check mark 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  ̈    No x



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  ̈ | Accelerated Filer  ̈ | Non-Accelerated Filer  ̈ | Smaller Reporting Company x
|------------------------- | ------------------- | ----------------------- | ---------------------------



Indicate by
check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).       Yesx No ̈



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 September 13, 2012, the aggregate value of voting and non-voting
common equity held by non-affiliates was $59,600.











TABLE OF CONTENTS







|     |       
|---- | ------
|Page | Number



PART I



|         |                           |  
|-------- | ------------------------- | -
|Item 1.  | Business                  | 3
|Item 1A. | Risk Factors              | 4
|Item 1B  | Unresolved Staff Comments | 5
|Item 2   | Properties                | 5
|Item 3   | Legal Proceedings         | 5
|Item 4   | Mine Safety Disclosures   | 5



PART II



|        |                                                                                                                  |   
|------- | ---------------------------------------------------------------------------------------------------------------- | --
|Item 5  | Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 6 
|Item 6  | Selected Financial Data                                                                                          | 6 
|Item 7  | Management’s Discussion and Analysis of Financial Condition and Results of Operation                             | 6 
|Item 7A | Quantitative and Qualitative Disclosure about Market Risk                                                        | 8 
|Item 8  | Financial Statements and Supplementary Data                                                                      | 8 
|Item 9  | Changes an Disagreements With Accountants on Accounting and Financial Disclosure                                 | 9 
|Item 9A | Controls and Procedures                                                                                          | 9 
|Item 9B | Other Information                                                                                                | 11



PART III



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



PART IV



|        |                                            |   
|------- | ------------------------------------------ | --
|Item 15 | Exhibits and Financial Statement Schedules | 15





2







PART 1



Item 1: Business



Overview



Numbeer, Inc. (“Numbeer, “we”,
“the company”) was incorporated in the State of Nevada on April 7, 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.



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.



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.

3







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.



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.

4







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 or lease 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 issuer or has a material interest adverse to the issuer.



Item 4. Mine Safety Disclosures



Not applicable.

5







PART II



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



Market for Our Common Stock



The following table sets forth, for the periods indicated, the
high and low closing prices of our common stock. These prices reflect inter-dealer prices, without retail mark-up, mark-down or
commission, and may not represent actual transactions.



|                        |  | Closing Prices (1) |  
|----------------------- |  | ------------------ | -
|                        |  | High               |  
|Year Ended May 31, 2012 |  |                    |  
|1st Quarter             |  | $                  | 0
|2nd Quarter             |  | $                  | 0
|3rd Quarter             |  | $                  | 0
|4th Quarter             |  | $                  | 0
|                        |  |                    |  
|Year Ended May 31, 2011 |  |                    |  
|1st Quarter             |  | $                  | 0
|2nd Quarter             |  | $                  | 0
|3rd Quarter             |  | $                  | 0
|4th Quarter             |  | $                  | 0



|(1) | The above tables set forth the range of high and low closing prices per share of our common stock as reported by OTC Bulletin Board and the Pink Sheets, as applicable, for the periods indicated.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Approximate Number of Holders of Our Common Stock



As of September 13, 2012, the Company had thirty-four (34)
active shareholders of record.  The Company has not paid cash dividends and has no outstanding options.



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,
2012 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, 2012 Audited Financial Statements - Auditors Report.”

6







As of May 31, 2012, Numbeer had $0 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.



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, 2012. As of the fiscal year ended May 31, 2012 we had $0 of cash on hand in the bank. We incurred
operating expenses in the amount of $3,711 in the fiscal year ended May 31, 2012. The total operating expenses in the fiscal year
ended May 31, 2011 was in the amount of $7,411. These operating expenses were comprised of professional fees and office and general
expenses. Since inception we have incurred operating expenses of $76,467.



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.

7







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



The information required by Item 8 appears after the signature
page to this report.



8







Numbeer, Inc.



(A Development Stage Company)



May 31, 2012 and 2011



Index to the Financial Statements





|Contents                                                                                                                                         | Page(s)
|------------------------------------------------------------------------------------------------------------------------------------------------ | -------
|                                                                                                                                                 |        
|Report of Independent Registered Public Accounting Firm                                                                                          | F-2    
|                                                                                                                                                 |        
|Balance Sheets at May 31, 2012 and 2011                                                                                                          | F-3    
|                                                                                                                                                 |        
|Statements of Operations for the Fiscal Year Ended May 31, 2012 and 2011 and for the Period from April 16, 2008 (Inception) through May 31, 2012 | F-4    
|                                                                                                                                                 |        
|Statement of Stockholders’ Deficit for the Period from April 16, 2008 (Inception) through May 31, 2012                                           | F-5    
|                                                                                                                                                 |        
|Statements of Cash Flows for the Fiscal Year Ended May 31, 2011 and 2010 and for the Period from April 16, 2008 (Inception) through May 31, 2012 | F-6    
|                                                                                                                                                 |        
|Notes to the Financial Statements                                                                                                                | F-7    













REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Stockholders of

Numbeer, Inc.

(A development stage company)

Carson City, Nevada



We have audited the accompanying balance
sheets of Numbeer, Inc., a development stage company, (the “Company”) as of May 31, 2012 and 2011 and the related statements
of operations, stockholders’ deficit and cash flows for the fiscal years then ended and for the period from April 16, 2008
(Inception) through May 31, 2012. 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 audit 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 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 the Company as of May 31, 2012 and 2011 and
the related statements of operations, stockholders’ deficit and cash flows for the fiscal years then ended and for the period
from April 16, 2008 (Inception) through May 31, 2012 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 3 to the financial statements, the
Company had a deficit accumulated during the development stage at May 31, 2012 and had a net loss and net cash used in operating
activities for the fiscal year then ended. These factors raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s plans in regards to 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/Li & Company, PC

Li & Company, PC



Skillman, New Jersey

September 13, 2012

F-2







|Numbeer, Inc.                                                
|-------------------------------------------------------------
|(A Development Stage Company)                                
|Balance Sheets                                               
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|Assets                                                       
|Current assets                                               
|Cash                                                         
|                                                             
|Total current assets                                         
|                                                             
|Total assets                                                 
|                                                             
|                                                             
|Liabilities and stockholders' deficit                        
|Current liabilities:                                         
|Accounts payable and accrued expenses                        
|Advances from stockholder                                    
|                                                             
|Total current liabilities                                    
|                                                             
|                                                             
|Total Liabilities                                            
|                                                             
|Stockholders' deficit                                        
|                                                             
|Common stock: $0.001 par value: 75,000,000 shares authorized;
|7,596,000 shares issued and outstanding                      
|Additional paid-in capital                                   
|Deficit accumulated during the development stage             
|                                                             
|Total stockholders' deficit                                  
|                                                             
|Total liabilities and stockholders' deficit                  
|                                                             





See accompanying
notes to the financial statements.



F-3









|Numbeer, Inc.                
|-----------------------------
|(A Development Stage Company)
|Statements of Operations     







|                                    |                                            |                     |       |                     |        |           |        |                     |        |           |        | For the Period from
|----------------------------------- | ------------------------------------------ | ------------------- | ----- | ------------------- | ------ | --------- | ------ | ------------------- | ------ | --------- | ------ | -------------------
|                                    |                                            |                     |       | For the Fiscal Year |        |           |        | For the Fiscal Year |        |           |        | April 7, 2008      
|                                    |                                            |                     |       | Ended               |        |           |        | Ended               |        |           |        | (inception) through
|                                    |                                            |                     |       | May 31, 2012        |        |           |        | May 31, 2011        |        |           |        | May 31, 2012       
|                                    |                                            |                     |       |                     |        |           |        |                     |        |           |        |                    
|Revenues                            |                                            |                     | $     | -                   |        |           | $      | -                   |        |           | $      | -                  
|                                    |                                            |                     |       |                     |        |           |        |                     |        |           |        |                    
|Operating expenses                  |                                            |                     |       |                     |        |           |        |                     |        |           |        |                    
|Professional fees                   |                                            |                     |       | 3,500               |        |           |        | 28,638              |        |           |        | 62,802             
|General and administrative expenses |                                            |                     |       | 3,911               |        |           |        | 2,604               |        |           |        | 13,665             
|                                    |                                            |                     |       |                     |        |           |        |                     |        |           |        |                    
|Total operating expenses            |                                            |                     | 7,411 |                     |        |           | 31,242 |                     |        |           | 76,467
|                                    |                                            |                     |       |                     |        |           |        |                     |        |           |        |                    
|Loss before income tax provision    |                                            |                     |       | (7,411)             |        |           |        | (31,242)            |        |           |        | (76,467)           
|                                    |                                            |                     |       |                     |        |           |        |                     |        |           |        |                    
|Income tax provision                |                                            |                     |       | -                   |        |           |        | -                   |        |           |        | -                  
|                                    |                                            |                     |       |                     |        |           |        |                     |        |           |        |                    
|Net loss                            |                                            |                     | $     | (7,411)             |        |           | $      | (31,242)            |        |           | $      | (76,467)           
|                                    |                                            |                     |       |                     |        |           |        |                     |        |           |        |                    
|Net loss per common share:          |                                            |                     |       |                     |        |           |        |                     |        |           |        |                    
|                                    | - Basic and diluted                        |                     |       | $                   | (0.00) |           |        | $                   | (0.00) |           |        |                    
|                                    |                                            |                     |       |                     |        |           |        |                     |        |           |        |                    
|                                    | Weighted average common shares outstanding |                     |       |                     |        |           |        |                     |        |           |        |                    
|                                    |                                            | - basic and diluted |       |                     |        | 7,596,000 |        |                     |        | 7,596,000 |        |                    







|See accompanying notes to the financial statements.
|---------------------------------------------------











F-4









|Numbeer, Inc.                                                     
|------------------------------------------------------------------
|(A Development Stage Company)                                     
|Statement of Stockholders' Equity (Deficit)                       
|For the Period from April 7, 2008 (Inception) through May 31, 2012







|                                                |                                             | Common Stock, $0.001 Par Value |         |   | Additional |     |   |         |       |   | Deficit Accumulated |         | Tota
|----------------------------------------------- | ------------------------------------------- | ------------------------------ | ------- | - | ---------- | --- | - | ------- | ----- | - | ------------------- | ------- | ----
|                                                |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|                                                |                                             | Number of                      |         |   |            |     |   | Paid-in |       |   | Subscription        |         |     
|                                                |                                             | Shares                         |         |   | Amount     |     |   | Capital |       |   | Receivable          |         |     
|                                                |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|Balance, April 7, 2008 (inception)              |                                             |                                |         | $ | -          |     | $ | -       |       | $ | -                   |         | $   
|                                                |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|Common stock issued for cash at                 |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|                                                | $0.001 per share on April 24, 2008          | 7,000,000                      |         |   | 7,000      |     |   |         |       |   | (7,000)             |         |     
|                                                |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|Net loss                                        |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|                                                |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|Balance, May 31, 2008                           |                                             | 7,000,000                      |         |   | 7,000      |     |   | -       |       |   | (7,000)             |         |     
|                                                |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|Collection of subscription receivable           |                                             |                                |         |   |            |     |   |         |       |   | 7,000               |         |     
|                                                |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|Common stock issued for subscription receivable |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|                                                | at $0.0015 per share from December 11, 2008 |                                |         |   |            |     |   |         |       |   |                     |         |     
|                                                | through May 31, 2009                        |                                | 596,000 |   |            | 596 |   |         | 8,344 |   |                     | (8,940) |     
|                                                |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|Collection of subscription receivable           |                                             |                                |         |   |            |     |   |         |       |   | 3,870               |         |     
|                                                |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|Net loss                                        |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|Balance, May 31, 2009                           |                                             | 7,596,000                      |         |   | 7,596      |     |   | 8,344   |       |   | (5,070)             |         |     
|                                                |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|Collection of subscription receivable           |                                             |                                |         |   |            |     |   |         |       |   | 5,070               |         |     
|                                                |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|Net loss                                        |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|                                                |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|Balance, May 31, 2010                           |                                             | 7,596,000                      |         |   | 7,596      |     |   | 8,344   |       |   | -                   |         |     
|                                                |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|Net loss                                        |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|                                                |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|Balance, May 31, 2011                           |                                             | 7,596,000                      |         |   | 7,596      |     |   | 8,344   |       |   | -                   |         |     
|                                                |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|Net loss                                        |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|                                                |                                             |                                |         |   |            |     |   |         |       |   |                     |         |     
|Balance, May 31, 2012                           |                                             | 7,596,000                      |         | $ | 7,596      |     | $ | 8,344   |       | $ | -                   |         | $   











See accompanying notes to the financial
statements.







F-5









|Numbeer, Inc.
        (A Development Stage Company)
        Statements of Cash Flows
|------------------------------------------------------------------------------------







|                                                   |                 |                     |   |  |   |                     |   |  |   |                    
|-------------------------------------------------- | --------------- | ------------------- | - |  | - | ------------------- | - |  | - | -------------------
|                                                   |                 |                     |   |  |   |                     |   |  |   | For the Period from
|                                                   |                 | For the Fiscal Year |   |  |   | For the Fiscal Year |   |  |   | April 7, 2008      
|                                                   |                 | Ended               |   |  |   | Ended               |   |  |   | (inception) through
|                                                   |                 | May 31, 2012        |   |  |   | May 31, 2011        |   |  |   | May 31, 2012       
|                                                   |                 |                     |   |  |   |                     |   |  |   |                    
|                                                   |                 |                     |   |  |   |                     |   |  |   |                    
|Cash flows from operating activities:              |                 |                     |   |  |   |                     |   |  |   |                    
|Net loss                                           | $               | (7,411)             |   |  | $ | (31,242)            |   |  | $ | (76,467)           
|                                                   |                 |                     |   |  |   |                     |   |  |   |                    
|Changes in operating assets and liabilities:       |                 |                     |   |  |   |                     |   |  |   |                    
|Accounts payable and accrued expenses              |                 | 7,345               |   |  |   | 25,554              |   |  |   | 46,899             
|                                                   |                 |                     |   |  |   |                     |   |  |   |                    
|Net cash used in operating activities              |                 | (66)                |   |  |   | (5,688)             |   |  |   | (29,568)           
|                                                   |                 |                     |   |  |   |                     |   |  |   |                    
|Cash flows from financing activities:              |                 |                     |   |  |   |                     |   |  |   |                    
|Proceeds from shareholder advances                 |                 | -                   |   |  |   | 4,800               |   |  |   | 13,628             
|Proceeds from sale of common stock                 |                 | -                   |   |  |   | -                   |   |  |   | 15,940             
|                                                   |                 |                     |   |  |   |                     |   |  |   |                    
|Net cash provided by financing activities          |                 | -                   |   |  |   | 4,800               |   |  |   | 29,568             
|                                                   |                 |                     |   |  |   |                     |   |  |   |                    
|Net change in cash                                 |                 | (66)                |   |  |   | (888)               |   |  |   | -                  
|                                                   |                 |                     |   |  |   |                     |   |  |   |                    
|Cash, beginning of period                          |                 | 66                  |   |  |   | 954                 |   |  |   | -                  
|                                                   |                 |                     |   |  |   |                     |   |  |   |                    
|Cash, end of period                                | $               | -                   |   |  | $ | 66                  |   |  | $ | -                  
|                                                   |                 |                     |   |  |   |                     |   |  |   |                    
|Supplemental disclosure of cash flows information: |                 |                     |   |  |   |                     |   |  |   |                    
|                                                   | Interest paid   | $                   | - |  |   | $                   | - |  |   | $                  
|                                                   | Income tax paid | $                   | - |  |   | $                   | - |  |   | $                  





See accompanying notes to the financial statements.











F-6







Numbeer, Inc.

(A Development Stage Company)

May 31, 2012 and 2011

Notes to the Financial Statements





Note 1 - Organization and Operations



Numbeer, Inc.  (“Numbeer,”
or the “Company”), a development stage company, was incorporated on April 7, 2008 under the laws of the State of Nevada.



The Company 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 – Unaudited
Interim Financial Information



The Company’s
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
(“U.S. GAAP”).



Development Stage Company



The
Company is a development stage company as defined bysection 915-10-20 of the FASB Accounting Standards Codification.
The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations
have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.



Use of Estimates and Assumptions



The preparation of
financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reporting period.



The Company’s
significant estimates and assumptions include the fair value of financial instruments; income tax rate, income
tax provision, deferred tax assets and the valuation allowance of deferred tax assets, and the assumption that the Company
will continue as a going concern. Those significant accounting estimates or assumptions bear the risk
of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions
are difficult to measure or value.



Management
bases its estimates on historical experience and on various assumptions that are believed to be reasonablein relation to
the financial statements taken as a wholeunder the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

F-7









Management
regularlyevaluates the key factors and assumptions used to develop theestimates utilizing currently
available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations,
if deemed appropriate, those estimates are adjusted accordingly.



Actual results could
differ from those estimates.



Fair Value of Financial Instrument



The Company follows
paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments
and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the
fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability
in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes
the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable
inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

|        |  |                                                                                                                                                            
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1 |  | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.                                             
|        |  |                                                                                                                                                            
|Level 2 |  | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|        |  |                                                                                                                                                            
|Level 3 |  | Pricing inputs that are generally observable inputs and not corroborated by market data.                                                                   



Financial assets are
considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques
and at least one significant model assumption or input is unobservable.



The fair value hierarchy
gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority
to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described
above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.



The
carryingamountsof the Company’s financial assets and liabilities, such as cash, accounts
payable and accrued expenses, and shareholder advances, approximate their fair values because of the short maturity of these instruments.



Transactions involving
related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market
dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party
transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations
can be substantiated.



It is not, however,
practical to determine the fair value of advances from stockholders, if any, due to their related party nature.



Fiscal Year-End



The Company elected
May 31 as its fiscal year end date.

F-8







Cash Equivalents



The Company considers
all highly liquid investments with maturities of three months or less at the time of purchase
to be cash equivalents.



Related Parties



The Company follows
subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related
party transactions.



Pursuant to Section
850-10-20 the related parties include a. affiliates of the Company; b. entities for which
investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option
Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for
the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management;
d.principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if
one party controls or can significantly influence the management or operating policies of the other to an extent that one of the
transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly
influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting
parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from
fully pursuing its own separate interests.



The
financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense
allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated
in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall
include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which
no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other
information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar
amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the
method of establishing the terms from that usedin the preceding period; and d. a mounts due from or to related
parties as of the date of each balance sheet presented and, if not otherwiseapparent, the terms
and manner of settlement.



Commitment and Contingencies



The
Company follows subtopic 450-20 ofthe FASB Accounting Standards Codification to report accounting for contingencies.Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the
Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent
liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal
proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates
the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought
or expected to be sought therein.



If the assessment of
a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated,
then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates
that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would
be disclosed.

F-9







Loss contingencies
considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Management does not believe, based upon information available at this time, that these matters will have a material adverse effect
on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that
such matters will not materially and adversely affect the Company’s business, financial position, and results of operations
or cash flows.



Revenue Recognition



The Company follows
paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when
it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following
criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been
rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.



Income Tax Provision



The Company accounts
for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities
are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are
reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in the statements of operations in the period that includes the enactment date.



The
Company adoptedsection 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”).Section 740-10-25addresses thedeterminationof whether tax
benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. UnderSection
740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits
of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest
benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.Section 740-10-25also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods
and requires increased disclosures.



The estimated future
tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated
balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred
tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.



Management makes judgments
as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax
liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions.
In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax
jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

F-10







Uncertain Tax Positions



The
Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant
to the provisions ofSection 740-10-25for the fiscal year ended May 31, 2012 or 2011.



Net Income (Loss) per Common Share



Net income (loss)
per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic
net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common
stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the
weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period
to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement,
stock options or warrants.



There
were no potentially dilutive common shares outstanding for the fiscal year ended May 31, 2012 or 2011.



Cash Flows Reporting



The Company adopted
paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting,
classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides
definitions of each category, and uses the indirect or reconciliation method (“Indirect method”)
as defined byparagraph 230-10-45-25 of the FASB Accounting Standards Codificationto report
net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing
the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash
receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.
The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time
of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in
the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing
and financing activities not resulting in cash receipts or payments in the period pursuant toparagraph 830-230-45-1 of
the FASB Accounting Standards Codification.



Subsequent Events



The Company follows
the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company
will evaluate subsequent events throughthe date when the financial
statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer
considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.



Recently Issued Accounting Pronouncements



FASB
Accounting Standards Update No. 2011-05



In June 2011, the FASB
issued the FASB Accounting Standards Update No. 2011-05 “Comprehensive Income” (“ASU 2011-05”),whichwas the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income,by
eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity.
Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders’ equity either as
a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity
chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments
require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive
income.

F-11







The amendments in this
Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those
years, beginning after December 15, 2011.



FASB
Accounting Standards Update No. 2011-08



In September 2011,
the FASB issued the FASB Accounting Standards Update No. 2011-08 “Intangibles—Goodwill and Other: Testing Goodwill
for Impairment” (“ASU 2011-08”).This Update is to simplify how public and nonpublic entities test goodwill
for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than
not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary
to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not
required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its
fair value is less than its carrying amount.



The guidance is effective
for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted.



FASB
Accounting Standards Update No. 2011-10



In December 2011, the
FASB issued the FASB Accounting Standards Update No. 2011-10 “Property, Plant and Equipment: Derecognition of in Substance
Real Estate-a Scope Clarification” (“ASU 2011-09”).This Update is to resolve the diversity in practice as
to how financial statements have been reflecting circumstances when parent company reporting entities cease to have controlling
financial interests in subsidiaries that are in substance real estate, where the situation arises as a result of default on nonrecourse
debt of the subsidiaries.



The amended guidance
is effective for annual reporting periods ending after June 15, 2012for public entities. Early
adoption is permitted.



FASB
Accounting Standards Update No. 2011-11



In December 2011, the
FASB issued the FASB Accounting Standards Update No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities”
(“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements
to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective
of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S.
GAAP and those entities that prepare their financial statements on the basis of IFRS.



The amended guidance
is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.



FASB
Accounting Standards Update No. 2011-12



In December 2011, the
FASB issued the FASB Accounting Standards Update No. 2011-12“Comprehensive Income: Deferral of the Effective Date for
Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards
Update No. 2011-05” (“ASU 2011-12”).This Update is a deferral of the effective date pertaining to reclassification
adjustments out of accumulated other comprehensive income in ASU 2011-05. FASB is to going to reassess the costs and benefits of
those provisions in ASU 2011-05 related to reclassifications out of accumulated other comprehensive income. Due to the time required
to properly make such a reassessment and to evaluate alternative presentation formats, the FASB decided that it is necessary to
reinstate the requirements for the presentation of reclassifications out of accumulated other comprehensive income that were in
place before the issuance of Update 2011-05.

F-12







All
other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income
either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should
apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011.



Management does not
believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect
on the accompanying financial statements.



Note 3 – Going Concern



The
accompanying financial statements have been preparedassuming that the Company will continue as a going concern, which contemplates
continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.



As reflected in the
accompanying financial statements, the Company had a deficit accumulated during the development stage at May 31, 2012, a net loss
and net cash used in operating activities for the fiscal year then ended, respectively, with no revenues earned during the period.
These factors raise substantial doubt about the Company’s ability to continue as a going concern.



While the Company is
attempting to commence operations and generate revenues, the Company’s cash position may not be sufficient enough to support
the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. Management
believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity
for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues
and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue
as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.



The financial statements
do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification
of liabilities that might be necessary should the Company be unable to continue as a going concern.



Note 4 – Stockholders’ Equity
(Deficit)



Shares Authorized



Upon formation the
total number of shares of all classes of stock which the Company is authorized to issue is Seventy Five Million (75,000,000) shares
of which Ten Seventy Five Million (75,000,000) shares shall be Common Stock, par value $0.001 per share.



Common Stock



On April 24, 2008,
the Company sold 7,000,000 common shares to its sole director at the par value of $0.001 per share or $7,000.



For the period from
December 11, 2008through May 31, 2009, the Company issued 596,000 shares of its common stock at $0.015 per share for
a total of $8,940.

F-13







Note 5 – Related Party Transactions



Free Office Space



The Company has been
provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not
recognize the rent expense in its financial statement.



Advances from Stockholder



From time to time,
stockholders of the Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest
bearing and due on demand.



Advances from stockholder
at May 31, 2012 and May 31, 2011, consisted of the following:



|                          |  | May 31, 2012 |        |  | May 31, 2011 |  
|------------------------- |  | ------------ | ------ |  | ------------ | -
|                          |  |              |        |  |              |  
|Advances from stockholder |  | $            | 13,628 |  |              | $
|                          |  |              |        |  |              |  
|                          |  |              |        |  |              |  
|                          |  | $            | 13,628 |  |              | $
|                          |  |              |        |  |              |  



Note 6 – Income Tax Provision



Deferred Tax Assets



At
May 31, 2012, the Company has available for federal income tax purposes a net operating loss (“NOL”) carry-forwards
of $76,467 that may be used to offset future taxable income through the fiscal year ending May 31, 2032.No tax benefit
has been reported with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements
since the Company believes that the realization of its net deferred tax asset of approximately $26,000 was not considered more
likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a full valuation
allowance.



Deferred tax assets
consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred
tax assets because of the uncertainty regarding its realizability.  The valuation allowance increased approximately $2,521
and $10,622 for the fiscal year ended May 31, 2012 and 2011, respectively.



Components of deferred tax assets as of
May 31, 2012 and 2011 are as follows:



|                                                    |  | May 31, 2012 |         |   | May 31, 2011 |  
|--------------------------------------------------- |  | ------------ | ------- | - | ------------ | -
|Net deferred tax assets – Non-current:              |  |              |         |   |              |  
|                                                    |  |              |         |   |              |  
|Expected income tax benefit from NOL carry-forwards |  | $            | 26,000  |   |              | $
|                                                    |  |              |         |   |              |  
|Less valuation allowance                            |  |              | (26,000 | ) |              |  
|                                                    |  |              |         |   |              |  
|                                                    |  |              |         |   |              |  
|Deferred tax assets, net of valuation allowance     |  | $            | -       |   |              | $





F-14







Income Tax Provision in the Statements
of Operations



A reconciliation of
the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:



|                                                                   |  | For the Fiscal Year Ended May 31, 2012 |       |   | For the Fiscal Year Ended May 31, 2011 | 
|------------------------------------------------------------------ |  | -------------------------------------- | ----- | - | -------------------------------------- | 
|                                                                   |  |                                        |       |   |                                        | 
|Federal statutory income tax rate                                  |  |                                        | 34.0  | % |                                        | 
|                                                                   |  |                                        |       |   |                                        | 
|Change in valuation allowance on net operating loss carry-forwards |  |                                        | (34.0 | ) |                                        | 
|                                                                   |  |                                        |       |   |                                        | 
|Effective income tax rate                                          |  |                                        | 0.0   | % |                                        | 





Note 7 – Subsequent Events



The Company has evaluated
all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they
must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.

F-15









Number, Inc.

(A Development Stage Company)

May 31, 2011 and 2011

Notes to the Consolidated Financial Statements



Item 9. Changes and Disagreements with
Accounts on Accounting and Financial Disclosure



None.



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 ineffective 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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





9







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,
2012, 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, 2012. 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, 2012, 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, 2012 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.



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.

10







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, 2012 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

11







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’ sole officer and a director.



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 | 44  |  | President, Secretary/ Treasurer, Chief
        Financial Officer and Chairman of the Board of Directors.



| |                           |    |  |         
| | ------------------------- | -- |  | --------
| | Marcus Vinicius Mizushima | 37 |  | 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.



Involvement in Legal Proceedings

12







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.



The following table sets forth all of the compensation awarded
to, earned by or paid to (i) each individual serving as our principal executive officer during our last completed fiscal year;
and (ii) each other individual that served as an executive officer at the conclusion of the fiscal year ended December 31 and who
received in excess of $100,000 in the form of salary and bonus during such fiscal year (collectively, the Named Executives).



|Name and
        Principal Position |  | Year |  | Salary |  | Bonus |  | Option
        Awards |  | Non-Equity
        Incentive Plan Compensation |  | All Other
        Compensation |  | Total
|----------------------------------- |  | ---- |  | ------ |  | ----- |  | --------------------- |  | ---------------------------------------------- |  | ------------------------------ |  | -----
|Michael Allan English,              |  | 2012 |  | -      |  | -     |  | -                     |  | -                                              |  | -                              |  | -    
|President, Chief Financial Officer  |  | 2011 |  | -      |  | -     |  | -                     |  | -                                              |  | -                              |  | -    
|And Chairman                        |  | 2010 |  | -      |  | -     |  | -                     |  | -                                              |  | -                              |  | -    
|                                    |  |      |  |        |  |       |  |                       |  |                                                |  |                                |  |      
|Marcus Vinicius Mizushima,          |  | 2012 |  | -      |  | -     |  | -                     |  | -                                              |  | -                              |  | -    
|Director                            |  | 2011 |  | -      |  | -     |  | -                     |  | -                                              |  | -                              |  | -    
|                                    |  | 2010 |  | -      |  | -     |  | -                     |  | -                                              |  | -                              |  | -    





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.

13







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



|               |                                                  |  |                                      |                 
|-------------- | ------------------------------------------------ |  | ------------------------------------ | ----------------
|Title of Class | Name and Address of BeneficialOwner              |  | Amount and Nature ofBeneficial Owner | Percent of Class
|               |                                                  |  |                                      |                 
|Common Stock   | Michael Allan English,                           |  | 7,000,000                            | 90.3%           
|               |                                                  |  |                                      |                 
|               | 489 Gorham Road, Ridgeway, OntarioCanada
L0S 1N0 |  |                                      |                 
|               |                                                  |  |                                      |                 
|               | 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.



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.



The following table sets forth the aggregate
fees billed to us for fiscal years ended May 31, 2012 and 2011 by Li & Company, P.C., the Company’s independent registered
public accounting firm:



|                           |  | 2012 |       |  | 2011 |  
|-------------------------- |  | ---- | ----- |  | ---- | -
|Audit Fees (1)             |  | $    | 4,000 |  |      | $
|Audit Related Fees (2)     |  |      | 0     |  |      |  
|Tax Fees (3)               |  |      | 0     |  |      |  
|                           |  |      |       |  |      |  
|Total Fees paid to auditor |  | $    | 4,000 |  |      | $



(1) Audit fees consist of fees billed for
professional services rendered for the audit of the Company’s annual financial statements and review of the interim consolidated
financial statements included in quarterly reports and services that are normally provided by Li & Company, P.C. in connection
with statutory and regulatory filings or engagements.



(2) Audit-Related fees consist of fees
billed for assurance and related services that are reasonably related to the performance of the audit or review of Company’s
consolidated financial statements and are not reported under "Audit Fees".



(3) Tax fees consist of fees billed for
professional services rendered for tax compliance, tax advice and tax planning (domestic and international). These services include
assistance regarding federal, state and international tax compliance, acquisitions and international tax planning.

14







PART IV



ITEM 15. EXHIBITS





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:          
|                          |              
|                          |              
|                          |              
|                          |              
|                          |              
|                          |              
|                          |              
|                          | By:          
|                          |              
|                          |              
|                          |              
|Dated: September 13, 2012 |              





15