UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported):July 18, 2013
NUMBEER, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 333-153172 | 26-2374319 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 7660 Pebble Drive, Fort Worth, Texas | 76118 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(817) 616-3161
Copies to:
Margaret E. Holland
Holland, Johns & Penny, L.L.P.
306 West Seventh Street, Suite 500
Fort Worth, Texas 76102
Tel: (817) 335-1050
Fax: (817) 332-3140
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Table of Contents
8-K - FORM 8-K
Item 2.01 -Completion of Acquisition or Disposition of Assets
Item 9.01 - Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1 (EXHIBIT 99.1)
Item 2.01Completion of Acquisition or Disposition of Assets
As previously reported in Item 2.01 ofthe Company’s Current Report on Form 8-K filed on May 23, 2013, on May 22, 2013(the “Closing Date”) Numbeer, Inc. (the “Company”) acquired Good Earth Energy Conservation, Inc., a privately-owned Delaware corporation (“Good Earth”), pursuant to a merger of Numbeer Acquisition, Inc., a wholly-owned subsidiary of Numbeer (“Acquisition”), with and into Good Earth, with Good Earth as the surviving entity (the “Merger”).
For a complete description of the Merger and the material agreements entered into in connection therewith, please see the Company’s Current Report on Form 8-K filed on May 23, 2013, which disclosure is incorporated herein by reference.
The Company announced the closing of the transaction in a press release dated July 18, 2013, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Exhibits
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press release dated July 18, 2013 regarding the closing of the Merger of Numbeer Acquisition, Inc., with and into Good Earth Energy Conservation, Inc., with Good Earth Energy Conservation, Inc. as the surviving entity. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NUMBEER, INC.
| |
| Date: July 18, 2013 | By: /s/ JAMES R. EMMONS |
Name: James R. Emmons Title: President and CEO (Principal Executive Officer) |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press release dated July 18, 2013 regarding the closing of the Merger of Numbeer Acquisition, Inc., with and into Good Earth Energy Conservation, Inc., with Good Earth Energy Conservation, Inc. as the surviving entity. |