UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended May 31, 2013

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

For the transition period from [ ] to [ ]

Commission file number: 333-186478

NEF ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)

Nevada	33-1221758
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

13809 SW 21 ^st Terrace, Miami, FL	33175
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (305) 487-3717

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange On Which Registered
N/A	N/A

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
Yes [X] No [ ]

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration statement was required to submit and post such files).
Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-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. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

Yes [ ] No [X]

The aggregate market value of Common Stock held by non-affiliates of the Registrant on November 30, 2012, was $Nil based on a $Nil average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. (There was no bid or ask price of our common shares during this quarter).

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

4,662,500 as of August 23, 2013

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

		Page
Item 1.	Business	4
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	14
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6.	Selected Financial Data	16
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 8.	Financial Statements and Supplementary Data	22
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	32
Item 9A.	Controls and Procedures	32
Item 9B.	Other Information	33
Item 10.	Directors, Executive Officers and Corporate Governance	33
Item 11.	Executive Compensation	37
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	39
Item 13.	Certain Relationships and Related Transactions, and Director Independence	40
Item 14.	Principal Accounting Fees and Services	40
Item 15.	Exhibits, Financial Statement Schedules	42
SIGNATURES

PART I

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, this annual report contains forward-looking statements. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should carefully review the risks described in this Annual Report on Form 10-K and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-K to “company,” “NEF,” “NEF Enterprises,” “we,” “us” or “our” mean NEF Enterprises, Inc. and its subsidiary through which we conduct our activities, unless otherwise indicated.

Item 1. Business

Business Development

NEF Enterprises, Inc. was incorporated in the State of Nevada on July 11, 2011, as New Era Filing Services, Inc. The Company changed its name to NEF Enterprises, Inc. on October 4, 2011. NEF Enterprises incorporated a wholly owned subsidiary in the State of Florida on September 28, 2011, called New Era Filing Services, Inc. which changed its name to PubCo Reporting Services, Inc. on November 26, 2012. Our fiscal year end is May 31. The company's administrative address is 13809 SW 21 ^st Terrace, Miami, FL 33175. The telephone number is 305-487-3717. Our mailing address is 6800 SW 40 ^th St #213, Miami, FL 33155.

NEF Enterprises, Inc. has revenues of $95,347 and had a net loss of $11,532 for the period since inception (July 11, 2011) to May 31, 2013, and had $12,331 of cash on hand at May 31, 2013. In addition to nominal revenues, we have relied upon the sale of our securities to our corporate officers and directors and to unrelated shareholders.

NEF Enterprises has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. NEF Enterprises, its directors, officers, affiliates and promoters, have not and do not intend to enter into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger.

Principal Products, Services and Their Markets

Through our 100% wholly-owned subsidiary, PubCo Reporting Services, Inc., we operate as a filing agent offering both EDGAR and XBRL services for filing and uploading on the U.S. SEC (Securities and Exchange Commission). We also offer SEDAR services for filing and uploading with the Canadian Securities Administrator’s (CSA) website (www.sedar.com). The Company also provides accounting and reporting services.

EDGAR is the Electronic Data Gathering, Analysis, and Retrieval system of the U.S. Securities and Exchange Commission (SEC). The system is used by public companies to transmit required filings, such as quarterly reports, annual reports, and ongoing disclosure obligations. XBRL (eXtensible Business Reporting Language) is an XML based standard for tagging and organizing business data. It allows what was once “a mountain of paperwork” to become an organized searchable database that can be used for information modeling and business reporting. SEDAR is the System for Electronic Document Analysis and Retrieval, the electronic filing system for the disclosure documents of public companies and investment funds across Canada.

The scope of work Pubco Reporting provides as a full-service filing agent includes:

· Filing for EDGAR access codes.

· Section 16 ownership reports.

· Form D filings.

· Conversion of documents to EDGAR acceptable format.

· EDGAR profile updates.

· Live EDGAR filing transmission.

· XBRL financial statement and detailed footnotes mapping.

· Live SEDAR filing transmission.

PubCo Reporting Services utilizes 3 ^rd party software to deliver its EDGAR, XBRL, and SEDAR services to its clients.

The Company’s target demographic is smaller reporting companies. We will continue to reach our target market through our rebranding efforts from New Era Filing Services, Inc. to PubCo Reporting Services, Inc., and through the utilization of social media sites such as Facebook, Twitter, and LinkedIn. We will also subscribe and become members of industry related organizations and continue to network with auditors and law firms that may have clients requiring our services.

Status of Publicly Announced New Products or Services

NEF Enterprises currently has no new publicly announced products or services.

Competitive Business Conditions and Strategy; NEF Enterprises’ Position in the Industry

NEF Enterprises intends to establish itself as a competitive company in the already existing realm of SEC EDGAR and XBRL filing agents. NEF Enterprises’ main competitors are firms offering similar services. There are a number of companies and individuals that offer EDGAR and XBRL services. Companies providing similar services include but are not limited to: Newsfile Corp., PublicEase, SEC Compliance, Inc. and law firms offering SEC EDGAR filing services.

Talent Sources and Names of Principal Suppliers

NEF Enterprises uses 3 ^rd party software to deliver its services. As we continue to grow we will seek the services of new qualified staff members or outside contractors.

Dependence on one or a few major customers

NEF Enterprises targets smaller reporting public companies required to file with the SEC. Currently we have only a limited number of customers. We are dependent on maintaining and finding enough clients that fit this profile in order to remain profitable and to succeed.

Patents, Trademarks, Licenses, Agreements or Contracts

There is no aspect of our business plan which requires a patent or trademark. We have entered into an agreement with a software vendor for EDGAR conversion software whereby we pay an annual service and maintenance agreement. We have also entered into a license agreement with a separate software vendor for XBRL software whereby we pay an annual user fee plus a fee per XBRL filing.

Governmental Controls, Approval and Licensing Requirements

We are not currently subject to direct federal, state or local regulation other than the requirement to have a business license for the areas in which we conduct business. However, the Company may be subject to certain regulations in the future, as indicated herein and in the Risk Factors section below.

Research and Development Activities and Costs

We have spent no time on specialized research and development activities, and have no plans to undertake any research or development in the future.

Number of Employees

NEF Enterprises has no employees. The officers and directors are currently donating their time to the development of the company, and intend to do whatever work is necessary in order to bring us to the point of earning revenues. We have no other employees, and do not foresee hiring any additional employees in the near future. Due to the fact that our officers and directors have limited business experience with EDGAR and XBRL reporting we have engaged independent contractors to prepare our XBRL and EDGAR conversion services. We are dependent upon these independent contractors for our business to be successful.

Reports to Security Holders

We are required to file quarterly, annual and current reports, proxy statements and other information with the Securities and Exchange Commission pursuant to Section 12(b) or (g) of the Exchange Act. The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company files its reports electronically with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other electronic information regarding issuers that file electronically with the SEC at http://www.sec.gov.

Item 1A. Risk Factors

Risks Associated With NEF Enterprises, Inc .:

Our independent auditors have issued an audit opinion for NEF Enterprises which includes a statement describing our going concern status. Our financial status creates a doubt whether we will continue as a going concern.

As described in Note 3 of our accompanying financial statements, our auditors have issued a going concern opinion regarding the Company. This means there is substantial doubt we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty regarding our ability to continue in business. As such, we may have to cease operations and investors could lose part or all of their investment in the Company.

We lack an operating history and have minimal profits which we expect to continue into the future. There is no assurance our future operations will result in continued profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.

We were incorporated on July 11, 2011, we have not fully developed our proposed business operations and only realized revenues of $95,347. We do not have a sufficient operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception to May 31, 2013, was $11,532 of which approximately $30,000 is for professional fees in connection with our recent Offering. Our ability to maintain profitability and positive cash flow is dependent upon:

· Our ability to attract new customers who will buy our services,

· Our ability to generate sufficient revenue through the sale of our services.

Based upon current plans, we expect to incur minimal operating profits or losses in future periods because we will be incurring expenses that may exceed revenues. We cannot guarantee that we will be successful in generating sufficient revenues in the future. In the event the Company is unable to generate sufficient revenues, it may be required to seek additional funding. Such funding may not be available, or may not be available on terms which are beneficial and/or acceptable to the Company. In the event the Company cannot generate sufficient revenues and/or secure additional financing, the Company may be forced to cease operations and investors will likely lose some or all of their investment in the Company.

Because our officers and directors have limited experience in EDGAR and XBRL reporting, we are dependent on consultants to provide our services to our customers, therefore; our business has a higher risk of failure.

Our officers and directors have limited business experience with EDGAR and XBRL reporting. We rely on outside consultants to provide our services to our customers. Consequently, management’s decisions and choices may not be well thought out, and we may be unable to contract adequately experienced personal to assist in product development, and our operations, earnings and ultimate financial success may suffer irreparable harm as a result.

We have minimal clients or customers and even if we obtain more clients or customers, there is no assurance that we will make a profit.

We have minimal clients or customers. If we are unable to attract enough customers/clients to purchase services (and any products we may develop or sell) it will have a negative effect on our ability to continue to generate sufficient revenue from which we can operate or expand our business. The lack of sufficient revenues will have a negative effect on the ability of the Company to continue operations and it could force the Company to cease operations.

Some of our competitors have significantly greater financial and marketing resources than do we.

Some of our competitors have significantly greater financial and marketing resources than do we. There are no assurances that our efforts to compete in the marketplace will be successful.

We are dependent upon our current officers.

We currently are managed by two officers and we are entirely dependent upon them in order to conduct our operations. If they should resign or die, there will be no one to run NEF Enterprises, Inc., and the company has no Key Man insurance. If our current officers are no longer able to serve as such and we are unable to find other persons to replace them, it will have a negative effect on our ability to continue active business operations and could result in investors losing some or all of their investment in the Company.

Our business mode requires the use of outside personnel and licensing of 3 ^rd party software, which may not be available when needed.

The Company seeks to grow its business in EDGAR and XBRL services, while maintaining a low cost of operations. The Company will not retain any employees other than our officers, and instead contract a core group of independent contractors on an as needed basis and utilize 3 ^rd party software. If we are unable to maintain the required talent or if one of our software vendors should no longer offer its services or cease to exist, it may have a negative effect on our ability to grow our business plan. In such an event, we may be required to change our business plan or curtail or delay implementation of some, or all, of our business plan.

Our controlling stockholders have significant influence over the Company.

As of August 15, 2013, Christopher Ellerbeck, the Company’s Chief Executive Officer and Roldis Estevez, the Company’s Secretary, combined, own 55.8% of the outstanding common stock. As a result, Messrs. Ellerbeck and Estevez possess significant influence over our affairs. Because of their stock ownership and as the only two members of our Board of Directors, it may have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could materially and adversely affect the market price of our common stock.

Two investors hold a controlling interest in our stock. As a result, the ability of minority shareholders to influence our affairs is extremely limited.

Two investors, our President and Secretary, own a controlling interest in our outstanding common stock on a primary basis. As a result, they have the ability to control all matters submitted to the stockholders of NEF Enterprises for approval (including the election and removal of directors). A significant change to the composition of our Board could lead to a change in management and our business plan. Any such transition could lead to, among other things, a decline in service levels, disruption in our operations and departures of key personnel, which could in turn harm our business.

Moreover, this concentration of ownership may have the effect of delaying, deferring or preventing a change in control, impeding a merger, consolidation, takeover or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, which in turn could materially and adversely affect the market price of the common stock.

Minority shareholders of NEF Enterprises will be unable to affect the outcome of stockholder voting as long as Messrs. Ellerbeck and Estevez retain a controlling interest.

Having only two directors limits our ability to establish effective independent corporate governance procedures and increases the control of our president over operations and business decisions.

We have only two directors, who are our principal executive officer and secretary. Accordingly, we cannot establish Board committees comprised of independent members to oversee functions like compensation or audit issues. In addition, a tie vote of Board members is decided in favor of the chairman, which gives him significant control over all corporate issues, including all major decisions on operations and corporate matters such as approving business combinations.

Until we have a larger Board of Directors that would include some independent members, if ever, there will be limited oversight of our president’s decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

In connection with the XBRL and EDGAR conversion services that we offer, we are made aware of information regarding our clients prior to it becoming public. If we fail to keep this information confidential, our business and reputation could be significantly and adversely affected.

Part of our business involves the conversion of materials to XBRL and EDGAR format for filing with the SEC before the information contained in the materials is made public. As such, we are frequently in possession of confidential information and documentation regarding our clients before it is made public. Securities laws and regulations in the US and elsewhere contain penalties for the misuse of material nonpublic information of the type we often possess, and violation of these laws and regulations could result in civil and criminal penalties. If we do not keep this information confidential, or misuse it in violation of the aforementioned laws and regulations, we could be subject to civil claims by our clients or other third parties or criminal investigations by appropriate authorities. We could also damage our relationships with existing clients or harm our ability to attract new clients.

Future delays or changes to the SEC mandate may impact the growth of our XBRL filings business.

Revenues generated from our XBRL filings business are based on a number of factors, including the SEC mandate requiring public reporting companies to tag their financial statements in XBRL. If the SEC changes the mandate as it now stands, our revenue opportunity could be significantly restricted. Such a restriction would have a materially negative impact on our revenues and financial results.

We could face liability and other costs relating to our storage and use of personal information about our users.

Users provide us with personal information, including credit card information, which we do not share without the user’s consent. Despite this policy of obtaining consent, however, if third persons were able to penetrate our network security or otherwise misappropriate our users’ personal or credit card information, we could be subject to liability, including claims for unauthorized purchases with credit card information, impersonation or other similar fraud claims, and misuses of personal information, such as for unauthorized marketing purposes. Privacy legislation adopted in several states may further increase this type of liability. Furthermore, we could incur additional expenses if additional regulations regarding the use of personal information were introduced or if federal or state agencies were to investigate our privacy practices.

Risks Associated with Our Common Stock

Our shares are defined as "penny stock", the rules imposed on the sale of the shares may affect your ability to resell any shares you may purchase, if at all.

Our shares are defined as a “penny stock” under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you have purchased.

Market for penny stock has suffered in recent years from patterns of fraud and abuse

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

· Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

· Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

· Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

· Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and,

· The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Due to the lack of a trading market for our securities, you may have difficulty selling your shares.

There currently is no public trading market for our common stock. Therefore there is no central place, such as a stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale. We have contacted a market maker to file an application on our behalf to have our common stock listed for quotation on the Over-the- Counter Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between NEF Enterprises or anyone acting on our behalf with any market maker regarding participation in a future trading market for our securities.

The lack of a public trading market for our shares may have a negative effect on your ability to sell your shares in the future and it also may have a negative effect on the price, if any, for which you may be able to sell your shares. As a result an investment in the Shares may be illiquid in nature and investors could lose some or all of their investment in the Company.

Our financial statements may not be comparable to those of companies that comply with new or revised accounting standards .

We have elected to take advantage of the benefits of the extended transition period that Section 107 of the JOBS Act provides an emerging growth company, as provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Our financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Our status as an “emerging growth company” under the JOBS Act OF 2012 may make it more difficult to raise capital when we need to do it.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We will not be required to comply with certain provisions of the Sarbanes-Oxley Act for as long as we remain an “emerging growth company.”

We are not currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. Upon becoming a public company, We are required to comply with certain of rules relating to Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we will be required to disclose changes made in our internal control procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company” as defined in the JOBS Act.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company.” At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

Reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

As an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

As an “emerging growth company” under the jumpstart our business startups act (JOBS), we are permitted to rely on exemptions from certain disclosure requirements.

We qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

· have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

· comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

· submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on-frequency;" and

· disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will remain an emerging growth company for up to five full fiscal years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any January 31 before that time, we would cease to be an emerging growth company as of the following July 31, or if our annual revenues exceed $1 billion, we would cease to be an emerging growth company the following fiscal year, or if we issue more than $1 billion in non-convertible debt in a three-year period, we would cease to be an emerging growth company immediately.

Notwithstanding the above, we are also currently a "smaller reporting company," meaning that we are not an investment company, an asset-backed issuer, nor a majority-owned subsidiary of a parent company that is not a smaller reporting company, and has a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. If we are still considered a "smaller reporting company" at such time as we cease to be an "emerging growth company," we will be subject to increased disclosure requirements. However, the disclosure requirements will still be less than they would be if we were not considered either an "emerging growth company" or a "smaller reporting company." Specifically, similar to "emerging growth companies", "smaller reporting companies" are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in its SEC filings due to its status as an "emerging growth company" or "smaller reporting company" may make it harder for investors to analyze the Company's results of operations and financial prospects.

We will incur ongoing costs and expenses for SEC reporting and compliance, without increased revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

Going forward, the Company will have ongoing SEC compliance and reporting obligations, estimated as approximately $20,000 annually. Such ongoing obligations will require the Company to expend additional amounts on compliance, legal and auditing costs. In order for us to remain in compliance, we will require increased revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all.

Our officers and directors own 55.8% of the outstanding shares of our common stock. If they choose to sell their shares in the future, it might have an adverse effect on the price of our stock.

Due to the controlling amount of their share ownership in our Company, if our officers and directors decide to sell their shares in the public market, the market price of our stock could decrease and all shareholders suffer a dilution to the value of their stock. Unless registered in the future, if our officers and directors decide to sell any of their common stock, they will be subject to Rule 144 under the 1933 Securities Act. Rule 144 restricts the ability of a directors or officer (affiliate) to sell shares by limiting the sales of securities made under Rule 144 during any three-month period to the greater of: (1) 1% of the outstanding common stock of the issuer; or (2) the average weekly reported trading volume in the outstanding common stock reported on all securities exchanges during the four calendar weeks preceding the filing of the required notice of the sale under Rule 144 with the SEC.

Our directors and officers will control and make corporate decisions that may differ from those that might be made by the other shareholders.

Due to the controlling amount of their share ownership in our Company, our directors will have a significant influence in determining the outcome of all corporate transactions, including the power to prevent or cause a change in control. Their interests may differ from the interests of other stockholders, and thus result in corporate decisions that are disadvantageous to other shareholders.

We Are Unlikely To Pay Dividends

To date, we have not paid dividends on our common stock, nor do we intend to pay dividends in the foreseeable future, even if we become profitable. Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions to stockholders. Investors will likely need to rely on an increase in the price of Company stock to profit from his or her investment. There are no guarantees that any market for our common stock will ever develop or that the price of our stock will ever increase.

Since we are not in a financial position to pay dividends on our common stock, and future dividends are not presently being contemplated, investors are advised that return on investment in our common stock is restricted to an appreciation in the share price. The potential or likelihood of an increase in share price is questionable at best.

Item 1B. Unresolved Staff Comments

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Properties

NEF Enterprises’ principal business and corporate address is 13809 SW 21 ^st Terrace, Miami, FL 33175; the telephone number is 305-487-3717. The space is being provided by management on a rent free basis. We have no intention of finding, in the near future, another office space to rent during the development stage of the company.

NEF Enterprises does not currently have any investments or interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of persons engaged in real estate activities.

Item 3. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is not yet quoted on the OTC Bulletin Board (OTCBB). Accordingly, there is no present market for our securities.

Holders

As of August 23, 2013, there were 29 stockholders of record and an aggregate of 4,662,500 shares of our common stock were issued and outstanding. Of these common shares, 2,600,000 are restricted shares held by our 2 officers and directors and 2,062,500 common shares are issued in registered form to 27 unrelated investors. The transfer agent of our company's common stock is Signature Stock Transfer Inc. at 2632 Coachlight Court, Plano, TX 75093.

Description of Securities

The authorized capital stock of our company consists of 100,000,000 of common stock, at $0.001 par value, and 10,000,000 shares of preferred stock, at $0.001 par value.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our Board of Directors.

Equity Compensation Plan Information

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended May 31, 2013, that were not otherwise disclosed on our current reports on Form 8-K filed during the year ended May 31, 2013.

During July and August 2013 we sold 1,025,000 shares at $0.02 per share for total proceeds of $20,500 under our recent S-1 Registration Statement offering. On August 15, 2013, the Company closed its Offering and will not sell any additional shares under the Prospectus.

Our use of proceeds from our prospectus offering will be allocated as follows:

*Expenditure Item*
Professional Fees	$ 5,000
Website	500
Advertising & Marketing	5,000
Training	5,000
New Services Development	2,500
Travel	2,500
Total	$ 20,500

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended May 31, 2013.

Item 6. Selected Financial Data

As a “smaller reporting company,” we are not required to provide the information required by this Item.

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

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 7 of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Results of Operations

We have generated revenues of $95,437 since inception (July 11, 2011) and have incurred $18,202 in Cost of Revenue and $88,677 in operating expenses through May 31, 2013.

The following table provides selected financial data about our company as of May 31, 2013 and 2012.

Balance Sheet Data:	May 31, 2013		May 31, 2012
Cash	$	12,331	$	769
Property, Plant and Equipment, Net	$	3,290	$	878
Total assets	$	24,677	$	9,008
Total liabilities	$	2,459	$	748
Stockholders’ equity	$	22,218	$	8,260

Our increase in cash of $11,562 can be attributed to increased revenues during the fourth quarter. Our property, plant and equipment increased due to purchasing new computer equipment during the year ended May 31, 2013. Our liabilities increased $1,711 due to increase in operating accounts payable and accrued liabilities.

The following summary of our results of operations, for the years ended May 31, 2013, period from inception (July 11, 2011) to May 31, 2012 and for the period from inception (July 11, 2011) to May 31, 2013, should be read in conjunction with our consolidated financial statements, as included in this Form 10-K.

		Year Ended May 31,		July 11, 2011 (Date of inception) through May 31,		July 11, 2011 (Date of inception) through May 31,
		2013		2012		2013
Revenue	$	73,496	$	21,851	$	95,347
Cost of revenue		13,177		5,025		18,202
Gross profit		60,319		16,826		77,145
Operating Expenses
Selling, general and administrative		37,732		19,545		57,277
Depreciation and amortization		859		338		1,197
Professional fees		28,520		1,683		30,203
Total Operating expenses		67,111		21,566		88,677
Operating loss		(6,792)		(4,740)		(11,532)
Provision for income tax		-		-		-
Net Loss	$	(6,792)	$	(4,740)	$	(11,532)

Revenue

Our revenues are derived from our EDGAR, XBRL, and Accounting services. We earned revenues of $73,496 for the year ended May 31, 2013 compared to revenues of $21,851 for the period ended May 31, 2012. Increased revenues for the year ended in 2013 can be attributed to our growing customer base due to the advertising and marketing initiatives we undertook during the year. Our customer base has increased by approximately 200% over the same period last year.

Gross profit

Gross profit is determined by subtracting our costs directly related to earning our revenue, which are our software licensing and contractor fees, from revenues generated. Our gross profit as a percentage of revenue was 82%, 77%, 81%, for the year ended May 31, 2013, period ended May 31, 2012, and from inception to May 31, 2013, respectively. Our gross profit has been relatively stable, but this has been due to keeping our contractor and software licensing costs low to this point. We expect the gross profit, as a percentage, to decrease as we rely more on contractors as a result of an increase in our customer base.

Expenses

Operating expenses for the year ended May 31, 2013, increased by $45,545 or 211% as compared to the comparative period in 2012. The increase in expenses can be attributed to mainly increased professional fees, management fees, office and communication expenses as we had a full year of operations for 2013 and expanded operations significantly as compared to the period ended 2012. We paid $3,000 in management fees to our two officers during the year ended May 31, 2013 (no fees were paid in previous periods). Our professional fees also increased from $1,683 to $ 28,520 for the comparable period ended May 31, 2012 due to legal and accounting fees related to our recent S-1 registration statement.

Plan of Operation

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital and/or generate sufficient revenues to pay for our expenses. Our only source for cash at this time is investments by others and our revenues. We must raise cash or increase our revenues to stay in business. At this time, however, the Company does not have plans or intentions to raise additional funds by way of the sale of additional securities.

NEF Enterprises is a development stage company that has active operations, limited revenue, limited financial backing and limited assets. We are an SEC EDGAR and XBRL and CSA SEDAR filing agent. Our plan is to further develop and grow our operations.

During the next year of operations, the 12-month period from the date of this report, we will concentrate on applying to get out common stock listed on an Over-the-Counter Bulletin Board (OTCBB) and rebrand our subsidiary due to the recent name change to PubCo Reporting Services, Inc. We will do the rebranding by further developing our new www.PubCoReporting.com website and social media links as well as create a new blog. We will also create and develop our www.nefenterprises.com website for our corporate information.

We will continue development of our rebranding of our subsidiary from New Era Filing Services, Inc. to PubCo Reporting Services, Inc. The content of the website utilizes SEO (Search Engine Optimization) to deliver our message to potential customers about our Company and our services as an SEC EDGAR and XBRL filing agent. We will set aside a budget for targeted Google adwords as well as set up the following social media profiles:

· Facebook

· Twitter

· Google Plus

· YouTube

We expect the below rebranded websites to be completed and finalized in the next 3-months form the date of this report:

· www.PubCoReporting.com

· www.nefenterprises.com

Concurrently, we will also explore taking out advertisements in key trade magazines or other industry related websites. We will focus our marketing on smaller reporting companies and auditors and lawyers of smaller reporting companies.

We will endeavor to proceed with our plan of operations by locating alternative sources of financing and growth of our business through revenues. Although there are no written agreements in place, one form of alternative financing that may be available to us is self-financing through contributions from the officers and directors. While the officers and directors have generally indicated a willingness to provide services and financial contributions if necessary, there are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between the officers and directors and NEF Enterprises.

During the next year of operations, our officers and directors will also provide their labor at nominal charge. While there are no written employment agreements in place, we have tentatively agreed to pay them management fees, based on available funds. We do not anticipate hiring any staff during the next 12 months of operation, and will rely on the services of our outside contractors to provide and deliver our services.

We are a public entity, subject to the reporting requirements of the Securities Exchange Act of 1934, and will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these accounting, legal and other professional costs would be a minimum of $20,000 in the next year and will be higher, in the following years, if our business volume and activity increases. Increased business activity could greatly increase our professional fees for reporting requirements, and this could have a significant impact on future operating costs. The difference between having the ability to sustain our cash flow requirements over the next twelve months and the need for additional outside funding will be dependent upon whether we can sustain and/or increase our sales revenue.

We have no plans to undertake any product research and development during the next 12 months.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us on which to base an evaluation of our performance. We are a development stage company and generated limited revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in our rebranding efforts, and possible cost overruns due to the price and cost increases in supplies and services.

At present, we only have enough cash on hand to cover costs associated with running our operations.

Liquidity and Capital Resources

To meet our need for cash we raised money from our recent Offering. On February 6, 2013, the Company filed a Prospectus as part of its Registration Statement on Form S-1 which the Company sought to raise $60,000 under the Offering. On August 15, 2013, the Company closed its Offering and will not sell any additional shares under this Prospectus. The Company sold 1,025,000 shares under the Prospectus, raising a total of $20,500.

We received our initial funding of $13,000 through the sale of common stock to Christopher Ellerbeck, who purchased 200,000 and 1,400,000 shares of common stock at $0.005 on July 14, 2011 and May 31, 2012 respectively; and, Roldis Estevez, who purchased 1,000,000 shares of common stock on May 31, 2012 at $0.005. Our financial statements from inception (July 11, 2011) through the period ended May 31, 2013, reported revenues of $95,347 and a net loss of $11,532.

Currently we do not have sufficient capital to fund our business development for the next 12 months. We feel we do have enough funds to cover our professional fees for the next 12 months.

Our directors have verbally agreed to advance funds, on an as-needed basis, to assist in start-up operations, including expenses associated with our current offering, and to continue limited operations if sufficient funds are not raised in our offering. The directors both proposed the verbal commitment to loan in order to ensure that our company would be able to continue its operations in the event sufficient funds are not raised in our offering. While they have agreed to advance the funds, the agreement is verbal. Because there is no written agreement to loan funds and the verbal agreement may be withdrawn at any time, the verbal agreement is unenforceable. To date, none of our officers and directors, have advanced funds to our company.

Working Capital

		As at May 31,
		2013		2012
Current Assets	$	21,387	$	8,130
Current Liabilities	$	2,459	$	748
Working Capital	$	18,928	$	7,382

Cash Flows

		Year Ended May 31, 2013		Period From Inception (July 11, 2011) to May 31, 2013
Cash Flows used in Operating Activities	$	(5,916)	$	(11,015)
Cash Flows used in Investing Activities	$	(3,272)		(1,216)
Cash Flows from Financing Activities	$	20,750	$	13,000
Net Increase in Cash During Period	$	11,562	$	769

As at May 31, 2013, our company’s cash balance was $12,331 compared to $769 as at May 31, 2012 and our total assets were $24,677 compared with $9,008 as at May 31, 2012. The increase in cash and total assets was primarily due an increase in our operations for a full year ended May 31, 2013 as compared to the period ended May 31, 2012.

As at May 31, 2013, our company had total liabilities of $2,459 compared with total liabilities of $748 as at May 31, 2012.

As at May 31, 2013, our company had a working capital of $18,928 compared with a working capital of $7,382 as at May 31, 2012. The increase in working capital was primarily attributed to an expansion of our business for the year ended May 31, 2013, resulting in higher cash and accounts receivable balances as compared to 2012.

Cash Flow from Operating Activities

During the year ended May 31, 2013, our company used $5,916 in cash from operating activities compared to the use of $11,015 of cash for operating activities during the period ended May 31, 2012. The decrease in cash used for operating activities was attributed to changes in operating assets and liabilities through normal operations of the Company.

Cash Flow from Investing Activities

During the year ended May 31, 2013, our company used $3,272 cash for investing activities compared to cash used in investing activities of $1,216 during the period ended May 31, 2012.

Cash Flow from Financing Activities

During the year ended May 31, 2013, our company received $20,750 in cash in financing activities primarily from proceeds from the issuance of common shares compared to cash provided by financing activities of $13,000 for the period ended May 31, 2012.

Off-Balance Sheet Arrangements

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

Application of Significant Accounting Policies

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards.

Recent Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to our company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on our company's present or future consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

NEF Enterprises, Inc.

(A Development Stage Company)

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCEPTION ON JULY 11, 2011 TO MAY 31, 2013

	Page

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations	F-4

Consolidated Statements of Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

NEF Enterprises, Inc.

We have audited the accompanying consolidated balance sheets of NEF Enterprises, Inc. (the Company) as of May 31, 2013 and the related consolidated statements of operations , stockholders’ equity and cash flows for the years then ended and for the cumulative period from July 11, 2012 (date of inception) through May 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion the consolidated financial statements referred to above present fairly, in all material respects, the financial position of NEF Enterprises, Inc., as of May 31, 2013 and the results of their operations and cash flows for the years then ended and for the cumulative period from July 11, 2012 (date of inception) through May 31, 2013, in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company had accumulated losses of $11,532 for the period from inception (July 11, 2012) through May 31, 2013 which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

August 28, 2013

NEF Enterprises, Inc.

(A Development Stage Company)

Consolidated Balance Sheets

	May 31, 2013		May 31, 2012
ASSETS
Current Assets
Cash	$	12,331	$	769
Deposits and prepaid expenses		326		2,013
Accounts receivable, net of allowance of $5,000 and $0, respectively		8,730		5,348
Total Current Assets		21,387		8,130
Long-Term Assets
Property, Plant and Equipment, net of accumulated depreciation of $1,197 and $338, respectively		3,290		878

Total Assets	$	24,677	$	9,008

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities
Accounts payable and accrued liabilities	$	2,459	$	123
Deferred revenue		-		625
Total Current Liabilities		2,459		748

Total Liabilities		2,459		748

Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding		-		-
Common stock, $0.001 par value, 100,000,000 shares authorized; 3,637,500 and 2,600,000 shares issued and outstanding, respectively		3,638		2,600
Additional paid-in capital		30,112		10,400
Deficit accumulated during the development stage		(11,532)		(4,740)
Total Stockholders’ Equity		22,218		8,260

Total Liabilities and Stockholders’ Equity	$	24,677	$	9,008

The notes are an integral part of these consolidated financial statemen

F-3

NEF Enterprises, Inc.

(A Development Stage Company)

Consolidated Statements of Operations

		Year Ended May 31,	For the Period from Inception (July 11, 2011) to May 31,		Cumulative from Inception (July 11, 2011) to May 31,
		2013	2012		2013

Revenue	$	73,496	$	21,851	$	95,347
Cost of revenue		13,177		5,025		18,202
Gross profit		60,319		16,826		77,145

Operating Expenses:
Selling, general and administrative		37,732		19,545		57,277
Depreciation and amortization		859		338		1,197
Professional fees		28,520		1,683		30,203
Total operating expenses		67,111		21,566		88,677

Operating loss		(6,792)		(4,740)		(11,532)
Provision for income taxes		-		-		-
Net loss	$	(6,792)	$	(4,740)	$	(11,532)

Basic and Diluted Loss Per Common Share	$	(0.00)	$	(0.03)

Basic and Diluted Weighted Average Number Of Common Shares Outstanding		3,046,507		182,561

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

F-4

NEF Enterprises, Inc.

(A Development Company)

Consolidated Statement of Stockholders’ Equity

For the Period from Inception (July 11, 2011) to May 31, 2013

	Common Shares				Additional Paid-In		Deficit Accumulated During the Development		Total Stockholders’
	Shares		Amount		Capital		Stage		Equity

Balance- July 11, 2011 (Inception)	-	$	-	$	-	$	-	$	-

Common shares issued for cash at $0.005 per share	2,600,000		2,600		10,400		-		13,000
Loss for the period	-		-		-		(4,740)		(4,740)

Balance – May 31, 2012	2,600,000		2,600		10,400		(4,740)		8,260
Common shares issued for cash at $0.02 per share	1,037,500		1,038		19,712		-		20,750
Loss for the year	-		-		-		(6,792)		(6,792)
Balance – May 31, 2013	3,637,500	$	3,638	$	30,112	$	(11,532)	$	22,218

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

F-5

NEF Enterprises, Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows

	For the Year Ended May 31,		For the Period From Inception (July 11, 2011) to May 31,		For the Period From Inception (July 11, 2011) to May 31,
	2013		2012		2013
Cash Flows from Operating Activities:
Net loss	$	(6,792)	$	(4,740)	$	(11,532)
Adjustments to reconcile net income to net cash provided by operations:
Allowance for doubtful accounts		5,000		-		5,000
Depreciation and amortization		859		338		1,197
Changes in assets and liabilities:
Accounts receivable		(8,382)		(5,348)		(13,730)
Deposits and prepaid expenses		1,688		(2,013)		(325)
Accounts payable and accrued expenses		2,336		123		2,459
Deferred revenue		(625)		625		-
Net cash used by operating activities		(5,916)		(11,015)		(16,931)

Cash Flows from Investing Activities:
Purchase of property and equipment		(3,272)		(1,216)		(4,488)
Net cash used by investing activities		(3,272)		(1,216)		(4,488)

Cash Flows from Financing Activities:
Proceeds from issuance of common stock		20,750		13,000		33,750
Net cash provided by financing activities		20,750		13,000		33,750

Net increase in cash		11,562		769		12,331

Cash at beginning of period		769		-		-

Cash end of period	$	12,331	$	769	$	12,331

Supplemental Cash Flow Disclosure:
Interest paid	$	-	$	-	$	-
Taxes paid	$	-	$	-	$	-

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

F-6

NEF Enterprises, Inc.

(A Development Stage Company)

Notes to Audited Consolidated Financial Statements

May 31, 2013 and 2012

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization and Business Activity

NEF Enterprises, Inc. (the “Company”) was incorporated in the State of Nevada on July 11, 2011. The Company was originally incorporated as New Era Filing Services Inc. and changed its name to NEF Enterprises, Inc. on October 4, 2011. The Company incorporated a wholly-owned subsidiary, PubCo Reporting Services, Inc., formerly known as New Era Filing Services, Inc., in Florida on September 28, 2011.

The Company is a development stage company that offers Securities Exchange Commission (“SEC”) compliance filing services, through its wholly-owned subsidiary. Our clients are companies and individuals with SEC reporting requirements.

Development Stage Company

The Company is considered to be in the development stage as defined in FASB Accounting Standards Codification™ ("ASC") 915 “ Development Stage Entities. ” The Company is devoting substantially all of its efforts to development of business plans.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, PubCo Reporting Services, Inc. All significant intercompany balances and transactions have been eliminated in these consolidated financial statements.

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). These audited financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.

Use of estimates

The preparation of financial statements in conformity with GAAP 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Start-Up Costs

In accordance with ASC 720, “ Start-up Costs”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $12,331 and $769 in cash and cash equivalents at May 31, 2013 and 2012, respectively.

F-7

Concentrations of Credit Risks

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Property, Plant and Equipment

Computer equipment is stated at cost, net of accumulated depreciation. Depreciation on computer equipment is computed using the straight-line method over the estimated useful lives of the equipment, generally three years. Depreciation begins in the month of acquisition.

Accounts Receivable

Accounts receivable consist of charges for service provided to customers. An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Company’s customer credit worthiness, and current economic trends. Based on management’s review of accounts receivable, a $5,000 and $0 allowance for doubtful accounts was recorded at May 31, 2013 and 2012, respectively. Receivables are determined to be past due, based on payment terms of original invoices. The Company does not typically charge interest on past due receivables.

Advertising

The costs of advertising are expensed as incurred. Advertising expense was $3,690 and $1,003 for the years ended May 31, 2013 and 2012, respectively.

Revenue Recognition

The Company recognizes revenue from the sale of services in accordance with ASC 605, “Revenue Recognition.” Revenue consists of SEC compliance services; focusing on corporate and individual reporting requirements. Sales income is recognized only when all of the following criteria have been met:

i) Persuasive evidence for an agreement exists;

ii) Service has been provided;

iii) The fee is fixed or determinable; and

iv) Collection is reasonably assured.

Loss per Share

The Company has adopted ASC 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures, and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements.

F-8

NOTE 3 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had a net loss of $6,792 and used cash in operating activities of $5,916 for the year ended May 31, 2013. The Company had working capital, stockholders’ equity, and accumulated deficit of $18,928, $22,218 and $11,532, respectively, at May 31, 2013. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving capital from third parties. No assurance can be given that the Company will be successful in these efforts.

The consolidated financial statements do not include any adjustments relating 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 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following:

	May 31, 2013		May 31, 2012
Computer equipment	$	4,487	$	1,216
Less: accumulated depreciation		(1,197)		(338)
Computer equipment, net	$	3,290	$	878

Depreciation expense was $859 and $338 for the year ended May 31, 2013 and period ended May 31, 2012, respectively.

NOTE 5 - INCOME TAXES

The Company provides for income taxes under ASC 740, Accounting for Income Taxes. FASB Accounting Standards Codification™ ("ASC") requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:

		May 31, 2013		May 31, 2012
Income tax expense at statutory rate	$	(2,309)	$	(1,612) )
Change in valuation allowance		2,309		1,612
Income tax expense per books	$	-	$	- )

Net deferred tax liabilities consist of the following components as of:

		May 31, 2013		May 31, 2012
NOL carryover	$	3,921	$	1,612
Valuation allowance		(3,921)		(1,612)
Net deferred tax liability	$	-	$	-

F-9

NOTE 6 – SHAREHOLDER’S EQUITY

Authorized Stock

The Company has authorized 100,000,000 common shares and 10,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Common Share Issuances

Since inception (July 11, 2011) to May 31, 2013, the company has issued a total of 3,637,500 common shares for $33,750 cash, as follows:

· On July 14, 2011, the Company issued to an officer and director 200,000 shares at $0.005 per share for $1,000 cash.

· On May 31, 2012, the Company issued to officers and directors 2,400,000 shares at $0.005 per share for $12,000 cash.

· During November 2012 to January 2013, the Company issued to unaffiliated investors 1,037,500 shares at $0.02 per share for $20,750 cash.

Preferred Share Issuances

There were no preferred shares issued from inception (July 11, 2011) to the period ended May 31, 2013.

NOTE 7 – SUBSEQUENT EVENTS

On August 9, 2013, the Company issued to unaffiliated investors 1,025,000 shares of common stock at $0.02 per share for $20,500 cash under its current prospectus offering.

On August 15, 2013, the Company closed the Offering under the Prospectus dated May 17, 2013. No further shares shall be sold under the Prospectus by the Company.

The Company has evaluated subsequent events for potential disclosure or recognition to the date of the consolidated financial statements and believes all subsequent events are properly disclosed.

F-10

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

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our chief executive officer and chief financial officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this annual report, has concluded that our disclosure controls and procedures were not effective and that material weaknesses described below exists in our internal control over financial reporting based on his evaluation of these controls and procedures as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the chief executive officer also acting as chief financial officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our evaluation of internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environment.

Based on our evaluation under the frameworks described above, our management concluded that as of May 31, 2013, that our internal controls over financial reporting were not effective and that a material weakness exists in our internal control over financial reporting. The material weakness consists of controls associated with segregation of duties. To address the material weakness we performed additional analyses and other post-closing procedures to ensure that our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Notwithstanding this material weakness, management believes that the financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, result of operations and cash flows for the periods presented.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation requirements by the Company’s registered public accounting firm pursuant to an exemption provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended May 31, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by the Board of Directors and hold office until their death, resignation or removal from office. The directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Position Held with the Company	Age	Date First Elected or Appointed
Christopher Ellerbeck	President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director	36	July 13, 2011
Roldis Estevez	Secretary and Director	32	June 1, 2012

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Christopher Ellerbeck – President, Chief Executive Officer, Secretary, Treasurer and Director

Christopher Ellerbeck has held the positions of Director since July 13, 2011 and of president, CEO, CFO, treasurer, since July 14, 2011. He held the position of secretary from July 14, 2011 until June 1, 2012.

For the past 14 years Christopher Ellerbeck has been developing award winning websites and intuitive application interfaces. With knowledge spanning from web development to motion graphics, Chris has worked with design and development. Chris has worked for large ad agencies, such as Palmer Jarvis DDB, to boutique web development shops such as Siberra Digital Media Systems. Chris is currently the Director of Content Development for one of Canada's premiere digital signage providers.

Roldis Estevez – Secretary and Director

Roldis Estevez has held the positions of Director and secretary since June 1, 2012.

From October 2011 to present, Roldis Estevez has been employed as a Server at the London Balans Restaurant in Miami Beach, FL. From August 2007 to October 2011 Mr. Estevez held various positions and was most recently Manager at Pasha’s restaurant in Miami, FL.

Roldis Estevez obtained his Diploma in Computer Technology from Aguado Rico, in Havana, Cuba in 2003 and a Diploma in Agronomy in Guantanamo, in 1999.

Employment Agreements

For the year ended May 31 2013, we had no formal employment agreements with any of our employees, directors or officers.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

	i.	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity

	ii.	Engaging in any type of business practice; or

	iii.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	i.	Any Federal or State securities or commodities law or regulation; or

	ii.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

	iii.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Exchange Act

Our company’s common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, officers, directors and principal shareholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our Board of Directors, our company's officers including our president, chief executive officer and chief financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2. full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

3. compliance with applicable governmental laws, rules and regulations;

4. the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

5. accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics is attached hereto as Exhibit 14. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: NEF Enterprises, Inc., 6800 SW 40 ^th St #213, Miami, FL 33155.

Board and Committee Meetings

Our Board of Directors currently consists of Messrs. Christopher Ellerbeck and Roldis Estevez. The Board held no formal meetings during the year ended May 31, 2013. As our company develops a more comprehensive Board of Directors all proceedings will be conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Nomination Process

As of May 31, 2013, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors. Our Board of Directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our Board of Directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our Board of Directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

Audit Committee and Audit Committee Financial Expert

Our Board of Directors has determined that it does not have a member of the audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended. We believe that members of our Board of Directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our directors do not believe that it is necessary to have such committees because they believe the functions of such committees can be adequately performed by the members of our Board of Directors.

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

	(a)	our principal executive officer;

	(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended May 31, 2013 and 2012; and

	(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended May 31, 2013 and 2012,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than the principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Christopher Ellerbeck ⁽¹⁾ President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director	2013 2012	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	2,000 Nil	2,000 Nil
Roldis Estevez ⁽²⁾ Secretary and Director	2013 2012	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	1,000 Nil	1,000 Nil

(1)	Mr. Ellerbeck has held the positions of Director since July 13, 2011 and of president, CEO, CFO, treasurer, since July 14, 2011. He held the position of secretary from July 14, 2011 until June 1, 2012.

(2)	Mr. Estevez was appointed as secretary and a director of the company on June 1, 2012.

Narrative Disclosure to Summary Compensation Table

Other than set out below there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our Board of Directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our Board of Directors.

While there are no written employment agreements with our officers and directors, the Company intends to pay nominal fees for management services based on available funds. That fee may vary from year to year.

Stock Option Plan

Currently, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

Grants of Plan-Based Awards

There were no grants of plan-based awards during the year ended May 31, 2013.

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards at the year ended May 31, 2013.

Option Exercises and Stock Vested

During our fiscal year ended May 31, 2013 there were no options exercised by our named officer.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors.

We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934 , as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

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

The following table sets forth, as of August 15, 2013, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.

Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class ⁽¹⁾
Christopher Ellerbeck ⁽²⁾ 6800 SW 40 ^th St. #213 Miami, FL 33155	1,600,000 Common shares Direct ownership	34.3%
Roldis Estevez ⁽³⁾ 6800 SW 40 ^th St. #213 Miami, FL 33155	1,000,000 common shares Direct ownership	21.5%
*Directors and Executive Officers as a Group ⁽¹⁾*	*2,600,000 common shares*	55.8% common shares
Brian Pollard 6 Chicora Ave. Toronto, ON M5R 1T6	300,000 Common shares Direct ownership	6.4%

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 15, 2013. As of August 15, 2013, there were 4,662,500 shares of our company’s common stock issued and outstanding.

(2) Mr. Ellerbeck has held the positions of Director since July 13, 2011 and of president, CEO, CFO, treasurer, since July 14, 2011. He held the position of secretary from July 14, 2011 until June 1, 2012;

(3) Roldis Estevez was appointed as secretary and a director of the company on June 1, 2012.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

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

Transactions with related persons

There have been no transactions since the beginning of our last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a director or indirect material interest.

Corporate Governance

Messrs. Ellerbeck and Estevez, our only directors, are not independent directors as they also serve as our executive officers.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended May 31, 2013 and 2012, for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended May 31, 2013	Year Ended May 31, 2012
Audit Fees ⁽¹⁾	$8,500	$0
Audit Related Fees ⁽²⁾	$0	$0
Tax Fees ⁽³⁾	$0	$0
All Other Fees ⁽⁴⁾	$0	$0
Total	$8,500	$0

(1) Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

(2) Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under “Audit fees.”

(3) Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

(4) All other fees consist of fees billed for all other services.

Our Board of Directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the Board of Directors either before or after the respective services were rendered.

Our Board of Directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)	Financial Statements

	(1)	Financial statements for our company are listed in the index under Item 8 of this document

	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)	Exhibits

Exhibit Number		Description of Exhibit
(14)		Code of Ethics
14.1*		Code of Ethics
(21)		Subsidiaries of the Company
21.1*		Subsidiary of the Company
(31)		Rule 13a-14(a) / 15d-14(a) Certifications
31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.
31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.
(32)		Section 1350 Certifications
32.1*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
101		Interactive Data File
101**		Interactive Data File (Form 10-K for the year ended May 31, 2013 furnished in XBRL).
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE		XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

*		Filed herewith.
**		Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.

SIGNATURES

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

	NEF ENTERPRISES, INC.
	(Registrant)


Dated: August 28, 2013	/s/ Christopher Ellerbeck
	Christopher Ellerbeck
	President, Chief Executive Officer, Treasurer, and Director
	(Principal Executive and Financial Officer)

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

Dated: August 28, 2013	/s/ Christopher Ellerbeck
	Christopher Ellerbeck
	President, Chief Executive Officer, Treasurer and Director
	(Principal Executive, Financial, and Accounting Officer)

Date: August 28, 2013	/s/ Roldis Estevez
	Roldis Estevez
	Secretary and Director

NEF Enterprises, Inc.

Code of
business conduct and ethics

Contents	PAGE
Purpose	2
Application	2
A commitment to ethical business conduct	3
Respect for the law	3
Contracts and fair dealing	4
Gifts and entertainment	4
Books and records	5
Dealing with public officials	6
Conflict of interest	8
Outside directorships	9
Information systems	9
Confidential and proprietary information	10
Corporate opportunities	11
Inside information and insider trading	11
Timely disclosure	12
Occupational health and safety	12
Human rights, employee harassment and discrimination	13
Compliance with the Code	13
Waivers of the code of business conduct and ethics	14
No third-party beneficiaries	14
Disclosure of Code	14

Code of
business conduct and ethics

Purpose

The Board of Directors (“Board”) of NEF Enterprises, Inc. (“NEF Enterprises, Inc.” or “Company”) is committed to excellence in all aspects of corporate governance and the highest standards in ethical, principled and prudent business practices.

This Code of Business Conduct and Ethics (the “Code”) is intended to promote prudent business practices, deter wrongdoing, and document and promote the principles of conduct and ethics to be followed by NEF Enterprises, Inc.. In so doing, the company is furthering its core values through commitments to the communities where it operates, to employees, to business partners, to shareholders, to other stakeholders, and to society.

Specifically, the purpose is to:

- promote honest and ethical conduct, including the ethical handling of actual or apparent conflict of interest between personal and professional relationships;

- promote compliance with applicable governmental laws, rules and regulations;

- promote full, fair, accurate, timely and understandable disclosure in reports and documents that NEF Enterprises, Inc. files with, or submits to, securities regulators and in other public communications made by the company;

- promote the prompt internal reporting of violations of this Code;

- promote avoidance of conflicts of interest, including disclosure to an appropriate person of any information, transaction or relationship that reasonably could be expected to give rise to such a conflict;

- provide guidance to employees, officers and directors to help them recognize ethical issues;

- provide mechanisms to report unethical conduct and facilitate accountability for adherence to the Code; and

- foster in NEF Enterprises, Inc. a culture of honesty and accountability.

The Code has been adopted pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 1 and the Marketplace Rules of the NASDAQ Stock Market, Inc. 2

Application

This Code applies to NEF Enterprises, Inc. and its subsidiary and affiliated companies and joint ventures worldwide, including all directors, officers, employees (whether full-time, part-time or contract), agents and contractors. For greater certainty, it provides written standards and guidance to the company’s principal executive officer, principal financial officer, principal accounting officer or Comptroller or those performing similar functions, and any “executive officers” (as defined under Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended 3 ) of the company not named above (collectively, “covered persons”).

Insofar as other policies or procedures of NEF Enterprises, Inc. govern or purport to govern the behaviour or activities of directors, officers, employees, agents or contractors, they are superseded by this Code to the extent that they are inconsistent or in conflict with provisions of the Code.

A commitment to ethical business conduct

The Code affirms NEF Enterprises, Inc.’s commitment to uphold high moral and ethical principles and specifies the basic norms of behaviour for those making decisions and conducting business on its behalf. While the company’s business practices must be consistent with the business and social practices of the communities in which NEF Enterprises, Inc. operates, we believe that honesty and good faith is the essential standard of integrity in any locale. Thus, though local customs may vary, NEF Enterprises, Inc.’s activities are to be based on honesty, integrity and respect.

Some of the ethical standards to which NEF Enterprises, Inc. is committed, and for which all covered persons are individually accountable, are:

- conducting the company’s business in compliance with applicable government laws, rules and regulations;

- dealing honestly and fairly in transactions with contractors, suppliers, customers and others;

- avoiding situations where personal interests are, or appear to be, in conflict with NEF Enterprises, Inc.’s interests;

- responsibly using and protecting company assets, including property, equipment, facilities, funds and information;

- maintaining confidentiality of non-public information and not acting on such information for personal gain.

Directors, officers, employees, agents and contractors are not to engage in conduct or activity that could embarrass NEF Enterprises, Inc. or raise questions about its honesty, impartiality and reputation.

It is the duty of every director, officer, employee of the company, agent and contractor to act honestly and in good faith with a view to the best interests of NEF Enterprises, Inc.; and to exercise the care, skill, and diligence that a reasonably prudent person would exercise in comparable circumstances. All are expected to lead by example and ensure their personal and business conduct meets these standards.

Respect for the law

The company and its employees shall comply with all laws, rules and regulations and governmental requirement of those jurisdictions in which it conducts business.

Guidance

Many of the company’s activities may be subject to complex, changing and, in some cases, conflicting laws abroad, affecting both local and foreign operations. Ignorance of the law is not a defense and is not acceptable. Moreover, agreements or arrangements need not necessarily be in writing for a contravention to be inferred from the conduct of the parties.

Accordingly, our directors, officers, employees, agents and contractors must diligently seek to avoid conduct which might be interpreted as being in contravention of laws governing the affairs of the company in any jurisdiction where it carries on business. No one may permit their decisions to be improperly influenced nor shall they improperly influence the decisions of others, irrespective of any perceived benefits to the company. Moreover, the company promotes fair competition and requires its employees to avoid all actions which could be construed as being anti-competitive.

Compliance with the general laws and ethics of United States apply to all jurisdictions where the company conducts its operations. For example, bribery, sexual harassment, substance abuse, the exploitation of child labour or abuse of human rights will not be tolerated, irrespective of the local laws governing such matters.

Each person is responsible for understanding the laws that govern his or her work. Unlawful conduct will not be tolerated, even when the intent is to further other legitimate corporate objectives. If an employee is in doubt about the application of any legal requirement, they should refer the matter to his or her supervisor who, if necessary, should seek the advice of the Vice-President or corporate legal counsel. In those circumstances where timely legal advice is impractical, employees should conduct themselves in a manner which they would not hesitate to have fully and publicly disclosed.

Contracts and fair dealing

The company values its reputation for fair dealing and holds itself and its employees to the highest standard when contracting with others and fulfilling those contracts.

Guidance

NEF Enterprises, Inc. honours its commitments, duly performs its obligations and treats with respect those that are obligated to it. Employees should treat fairly those they have dealings with and be honest with the company, its suppliers, customers, partners and others in its employ as well as members of the communities in which it carries on its operations.

Employees are required to select and deal with suppliers, customers and others doing or seeking to do business with NEF Enterprises, Inc. in a completely impartial manner and be perceived by others to be acting in an impartial manner, without favour or preference based upon any considerations other than the best interests of NEF Enterprises, Inc..

Negotiations must be carried out in good faith with no intention to mislead. NEF Enterprises, Inc. is proud of its efforts to be the “partner of choice” for joint ventures, partnerships and other shared business operations with smaller or larger companies as well as its peers and it relies on its employees, advisors and agents to support and enhance these achievements.

Employees must refrain from disparaging competitors or their products and should not improperly seek competitors’ trade secrets or other confidential information nor take improper or unlawful advantage of others in its business dealings.

Gifts and entertainment

Employees, officers and directors shall not offer or give on behalf of NEF Enterprises, Inc. extravagant or excessive gifts, entertainment or benefits to others.

NEF Enterprises, Inc. discourages the receiving of gifts or entertainment by employees, officers and directors from persons outside the company, and discourages the giving of gifts or entertainment by employees or agents on behalf of the company to persons outside the company. Such practices are permissible only where they involve modest values and conform to the following basic principles: they are infrequent; they legitimately serve a definite business purpose; they are appropriate to the business responsibilities of the individuals; and they are within limits of reciprocation as a normal business expense.

Employees, officers and directors must not use their position to obtain personal gain or benefit from those doing or seeking to do business with NEF Enterprises, Inc..

Guidance

NEF Enterprises, Inc. strives to maintain the highest standards of ethics in its relations with those with whom it does business. Secret commissions or other direct or indirect compensation to their parties or their family members, friends or associates are contrary to these principles. Actions taken and decisions made by company employees should be on the basis of an impartial and objective assessment of the facts in each situation, free from influence by gifts, favours and the like, which may adversely affect the judgements involved. While gifts of services may foster important business relationships, the company must avoid either the fact or the appearance of improper influence in its relationships with organizations or individuals with whom the company deals in the course of its business.

No gift or entertainment shall be of such value as to constitute a real personal enrichment of the recipient or to be perceived as such. Cash or cash value vouchers are not to be given. Gifts or entertainment given on behalf of NEF Enterprises, Inc. should be of a nature and amount that avoid embarrassment and would not reflect unfavourably on NEF Enterprises, Inc. or the recipient, if subjected to public scrutiny.

No gift, favour or entertainment received from business associates of NEF Enterprises, Inc. shall be of such a nature as might affect, or reasonably be perceived to affect, an employee’s, officer’s or director’s judgement or conduct in matters involving NEF Enterprises, Inc. Cash or cash value vouchers are not to be accepted.

If there is any doubt about the possible application of these principles to specific circumstances, individuals may consult the President, Vice-President, Operations or corporate legal counsel.

Books and records

The company’s books and records will reflect in an accurate and timely manner, all company transactions in order to meet statutory requirements and to ensure proper preparation of company financial statements.

Guidance

All financial statements and books, records and accounts of the company must accurately reflect transactions and events and conform both to legal requirements and accounting principles and also to the company’s system of internal accounting. Employees are responsible for ensuring that false or intentionally misleading entries are not made by them, or anyone reporting to them, in the company’s accounting records. Regardless of whether reporting is required by law, dishonest reporting within the company or to organizations or people outside the company is prohibited.

All officers and employees of the company that are responsible for financial and accounting matters are also required to ensure the full, fair, accurate, timely and understandable disclosure in all periodic reports required to be filed by the company with securities and other regulatory authorities. This commitment and responsibility extends to the highest levels of NEF Enterprises, Inc.’s organization, including the President, Vice-President, Operations, and Comptroller.

There must be no concealment of information from (or by) management, or from NEF Enterprises, Inc.’s auditors or legal counsel.

All employees, officers and directors are responsible for reporting to NEF Enterprises, Inc. any questionable situation regarding NEF Enterprises, Inc.’s accounting, internal accounting controls or auditing matter, or a concern regarding questionable accounting or auditing matters that come to their attention. Any individual may submit concerns, confidentially or anonymously, to the Chair of the Audit Committee or the Chair of the Board.

Dealing with public officials

All dealings between officers, employees, agents and contractors of the company and public officials or other persons will be conducted in a manner that will not compromise the integrity or question the reputation of any public official or other person, the company or its affiliates.

Guidance

Even the appearance of impropriety in dealing with public officials and others is not consistent with this principle. Participation, whether directly or indirectly, in any bribes, kickbacks, contributions or similar payments is also prohibited, whether or not they might further the business interests of the company.

1. Gifts, favours and bribery

Public officials play a special role in society. Conduct that may be acceptable in the commercial business environment may not be acceptable in relations with public officials. NEF Enterprises, Inc. employees, officers, directors, agents and contractors may use only appropriate and lawful means to persuade public officials to render decisions or exercise discretion to the benefit of NEF Enterprises, Inc.. Efforts in matters affecting NEF Enterprises, Inc.’s interests must be based solely on the merits and pursuant to proper procedures.

Employees, officers, directors, agents and contractors may not offer, provide or solicit, directly or indirectly, any special treatment or favour from a public official in return for anything of economic value or the promise or expectation of future value or gain. Further, because of the potential for misunderstanding, NEF Enterprises, Inc. may not confer special treatment, favours, benefits or gifts upon public officials even if there is no matter pending before the public official. Often, individual agencies or governmental units have detailed written codes of conduct relating to relations between public officials and their constituency. Some allow acceptance of gifts or entertainment of nominal value, such as a lunch or other entertainment, but many do not. Individuals should familiarize themselves with and adhere to the written codes of conduct, rules and regulations of the governmental units within their area of responsibility. “Unwritten” custom and practice may not conform to written code or law.

2. Foreign Corrupt Practices Act

The Foreign Corrupt Practices Act sets forth additional requirements for NEF Enterprises, Inc.’s relationships with non-U.S. government representatives. As a United States based company, NEF Enterprises, Inc. is required to adhere to all standards set forth in the Foreign Corrupt Practices Act regardless of the nationality of the individual acting on behalf of NEF Enterprises, Inc..

First, the Act sets forth financial recording requirements. It requires that NEF Enterprises, Inc. maintain books and records that accurately and fairly reflect all transactions, that NEF Enterprises, Inc. maintain a system of internal accounting controls to ensure that assets are safeguarded, that transactions to management’s authorizations and the NEF Enterprises, Inc.’s accounting records are accurate. No individual may falsely report transactions or fail to report the existence of false documentation in the accounting records. An example of such improper documentation would be the disguising of an illegal bribe as a consulting fee. Individuals certifying the correctness of records, including vouchers or bills, must have a reasonable basis to believe that the information is correct and proper.

The Foreign Corrupt Practices Act also requires that U.S. business relations with foreign government representatives conform to the standards that exist in the U.S., even if a different business ethic is prevalent in the other country. Accordingly, no person or enterprise acting on behalf of NEF Enterprises, Inc., directly or indirectly, may offer a gift, payment or bribe, or anything else of value, whether directly or indirectly, to any foreign (such as Canadian, provincial, territorial or First Nation) official, foreign political party or party official, or candidate for foreign political office for the purpose of influencing an official act or decision, or seeking influence with a foreign government in order to obtain, retain or direct business to NEF Enterprises, Inc. or to any person. In short, such activity cannot be used to improve the business environment for NEF Enterprises, Inc. in any way.

Thus, even if such payment is customary and generally thought to be legal in the host country, it is forbidden by the Foreign Corrupt Practices Act and violates U.S. law, unless it is (1) expressly authorized by a written law of the host country, or (2) a reasonable and bona fide expenditure, such as travel and lodging expenses that is directly related to the promotion, demonstration or explanation of products or services; or the execution or performance of a contract with a foreign government or government agency. As is the case under U.S. law, even inexpensive gifts to government or political party officials, such as tickets to sporting events, may be prohibited under foreign local law and therefore could constitute a violation of the Foreign Corrupt Practices Act. If questions arise with respect to expenses to be incurred on behalf of foreign officials, all employees, officers or directors shall consult with the President or the Vice-President, Operations before NEF Enterprises, Inc. pays or agrees to pay such expenses.

Some “expediting” payments are authorized under the Foreign Corrupt Practices Act. Such payments must be directly related to nondiscretionary conduct by lower level bureaucrats and unrelated to efforts by NEF Enterprises, Inc. or its affiliates or subsidiaries to obtain significant concessions, permits or approvals. Examples include permits relating to qualifying to do business in a foreign country, processing of visas and work orders, or obtaining police protection. Such payments do not include payments of any kind relating to terms of continuing or new business agreements. Because a recent United States Court of Appeals decision has created considerable uncertainty as to what constitutes a permissible “expediting” payment, no employee, officer or director shall make any such payment without first having submitted to the President or the Vice-President, Operations a complete and accurate description of the proposed payment and received written authorization from the President or Vice-President to make the proposed payment.

A violation of the Foreign Corrupt Practices Act can result in criminal charges against NEF Enterprises, Inc., its officers, its directors and the individuals directly and/or indirectly committing the violation, regardless of the person’s nationality.

3. Political contributions

NEF Enterprises, Inc. may, from time-to-time, make contributions to candidates, their campaigns or political parties, where permitted by law, but only with the prior approval of the Board.

Each employee is encouraged to participate in the electoral process as a citizen and fully exercise his or her right to vote, provided that this does not involve the use of company funds, time, equipment, supplies, facilities, or other resources. When employees, officers, directors or agents participate in personal political activities, they should ensure it is clear they are acting on their own behalf and not as a representative of the company.

Conflict of interest

Employees must avoid all situations in which their personal interests conflict or might appear to conflict with their duties to NEF Enterprises, Inc.

A fundamental duty of directors, officers and agents is to act in the best interests of the company. Therefore, each must avoid any situation in which there is a conflict between his or her duty to the company and his or her private interest, including duties to others.

Guidance

Employees and officers should avoid acquiring interests or participating in any activities that would tend to deprive the company of the time or attention required to perform their duties properly, or, to create an obligation or distraction which would affect their judgement or ability to act solely in NEF Enterprises, Inc.’s best interest.

Opportunities which become available to an employee, officer or director by reason of his or her job, position, or employment activities must be disclosed to the company and be treated as belonging to NEF Enterprises, Inc. even if they arise outside of normal working hours.

Ownership or an ownership interest in a competing or complementary business might create, or appear to create, a conflict. Employees and officers must disclose to their supervisor or the President, in writing, all business, commercial or financial interest or activities where their activities might reasonably be regarded as creating an actual or potential conflict with their employee or officer duties.

Every employee of NEF Enterprises, Inc. who has executive or managerial responsibility is required to see that actions taken and decisions made within his or her jurisdiction are free from the influence of any interests that might reasonably be regarded as conflicting with those of NEF Enterprises, Inc. Employees must do more than merely act within the law. They must act in such a manner that their conduct will bear the closest scrutiny should circumstances demand that it be examined. Not only actual conflicts of interests, but the very appearance of conflict, must be avoided.

If a “conflict of interest” exists, and there is no failure of good faith on the part of the employee or officer, it is NEF Enterprises, Inc.’s policy to allow a reasonable amount of time for the individual to correct the situation in order to prevent undue hardship or loss. Decisions in this regard shall, however, be within the discretion of NEF Enterprises, Inc. management, whose first concern must be the interests of NEF Enterprises, Inc..

Each director and officer must disclose all circumstances that constitute a conflict of interest or might be perceived by a reasonable, well-informed person to constitute a conflict of interest. A conflict may exist where a person close to the director or officer, such as a relative, partner, client or employer will benefit, even though the director or officer will not realize any personal profit or financial advantage.

Disclosure may be made by directors to the Board at the meeting. However, it is better if disclosure is made as early as possible and in advance of a meeting. Such advance disclosure should be made by directors and officers to the corporate secretary or the chair. Any such advance disclosure must be reported to the Board by the secretary or chair. After disclosing the conflict, directors and officers must abstain from voting or otherwise participating in the discussion and decision-making process related to the matter in conflict and must excuse themselves from that portion of the meeting related to the matter. The disclosure and abstention shall be recorded in the minutes of the meeting.

If any director or officer is concerned that he or she or another director or officer may have a conflict of interest, he or she is encouraged to raise that concern with the corporate secretary or the chair who will investigate the concern and recommend actions needed to eliminate or address an actual or perceived conflict of interest.

Conflicts of interest relating to entities supplying, purchasing from or competing with NEF Enterprises, Inc. may include:

- the holding, directly or indirectly by a member of the employee’s or officer’s immediate family, of a substantial financial interest in any business entity that does or seeks to do business with, or is in competition with, NEF Enterprises, Inc.;

- a partnership, profit-sharing arrangement, creditor/debtor relationship with such an entity;

- an employee or member of the employee’s or officer’s immediate family serving as an agent, representative, director, officer or employee of, or consultant to, such an entity; and

- the acceptance of any loan, service or other benefit from any such entity (other than borrowing on commercial terms from entities who are in the business of lending).

Outside directorships

Employees and officers of the company may not serve as directors of any outside business organization unless such service is specifically approved by senior management or the Board respectively.

Guidance

There are a number of factors and criteria that the company will use in determining whether or not to approve an employee or officer’s request for an outside business directorship. Directorships in outside companies should satisfy a number of business considerations including furthering the interests of the company, not detracting in any material way for the person’s ability to fulfill his or her commitments to the company, and, not raising the possibility of a conflict of interest. When evaluating requests the company will also take into consideration the time commitment and potential personal liabilities arising from the responsibilities associated with a particular outside directorship.

Information systems

NEF Enterprises, Inc.’s computer and information systems are valuable assets of the company. Consequently, their use must be in accordance with company policies and practices designed to protect the integrity of those systems and associated data.

Guidance

NEF Enterprises, Inc. employees, officers, directors, agents and contractors must adhere to the following policies when conducting business on the information systems the company uses (such as voice mail, electronic mail, the internet, facsimile):

(a) Said persons are responsible for protecting and maintaining the confidentiality of NEF Enterprises, Inc. information which is communicated or stored using these systems, including use of passwords and properly secured communication methods;

(b) Said persons have access to NEF Enterprises, Inc. information systems to assist them in performing their responsibilities. Modest personal use is permitted if it is unrelated to outside business activities, does not interfere with NEF Enterprises, Inc. business or the performance of work responsibilities, and is not performed during working hours;

(d) Messages created, distributed or stored on either the electronic mail or automated voice mail systems are considered the property of NEF Enterprises, Inc.. NEF Enterprises, Inc. reserves the right to access messages. This access is necessary for many reasons, including the investigation of breaches of security or corporate procedures or to respond to external requests for information that NEF Enterprises, Inc. is legally required to provide. It is NEF Enterprises, Inc.’s policy not to indiscriminately access a person’s electronic or voice mail messages;

(e) Offensive material (such as pornography, hate literature, etc.) is not permitted on NEF Enterprises, Inc.’s information systems; and

(f) Sensitive transactions (such as take-over bids, acquisitions, etc.) must not be conducted electronically unless an appropriate level of security is implemented to protect the confidentiality of the material.

Confidential and proprietary information

Unless previously published, the company’s records, reports, papers, devices, processes, plans and methods are proprietary and confidential and should not be revealed without proper authorization. The control and release of information may be subject to privacy and other laws in the jurisdictions in which NEF Enterprises, Inc. is operating.

NEF Enterprises, Inc. retains the exclusive proprietary right to any information developed by employees, officers, agents or contractors in the course of their work with NEF Enterprises, Inc. Examples may include inventions, designs, discoveries or software programs.

Guidance

Customers, employees, investors and the public should have such information about the company as is necessary for them to judge adequately the company and its activities. The company believes that full and complete reporting to regulatory agencies, and the provision only by properly authorized officers or employees of information required by the public, constitute a responsible and workable approach to the interests of disclosure. However, the company, except as required by law, should not disclose information which might impair its own competitive effectiveness or which might violate the private and privacy rights of employees, other individuals, joint venture entities or institutions.

The duty of directors and officers to act in the best interests of the company requires them to maintain the confidentiality of all confidential information and records of the company and to not use or disclose the information or records, except in the course of the performance of their duties to the company.

Directors should assume that information given to the Board is confidential until it is disclosed by management in the ordinary course of business. If in doubt, directors should consult with the Chair or the President for clarification.

Directors and officers must not use or disclose confidential information obtained from the company to further their private interests or the interests of their friends, relatives, or employers, or any other person or organization.

As part of due diligence the company should execute confidentiality agreements with significant contractors, consultants, agents, partnerships and joint venture entities.

Proprietary information developed or acquired by NEF Enterprises, Inc., including trade secrets, technical, financial and business information, is a valuable asset that must be kept confidential and protected against theft, loss or misuse. Confidential information (including private information such as employee personal information and information acquired from third parties pursuant to a confidentiality agreement) must be used for authorized purposes only. Information that is not generally available to the public concerning the activities, results or plans of NEF Enterprises, Inc. must also be used only for authorized purposes. Confidential or proprietary information must never be used for personal gain.

The disclosure of NEF Enterprises, Inc.’s confidential or proprietary information to external entities (other than approved auditors, lawyers or banking institutions) must be authorized by the President or Vice-President, Operations of NEF Enterprises, Inc. and should be limited to those who have a strict “need-to-know” requirement. Any disclosure to these external entities must be made subject to the completion of a confidentiality agreement restricting the recipient from disclosing or using the information in an unauthorized manner.

In most jurisdictions, the law requires that if personal financial benefit is gained by the use or misuse of NEF Enterprises, Inc. property or of information that is confidential to NEF Enterprises, Inc.’s business, then the employee must account to the company for any benefit.

Corporate opportunities

Directors, officers, employees and agents owe a duty to the company to advance its legitimate interests when the opportunity to do so arises.

Guidance

Directors, officers, employees and agents are prohibited, without the consent of the Board from (1) taking for themselves opportunities that are discovered through the use of corporate property, information or their position, (2) using corporate property, information or their position for personal gain, and (3) competing with the company directly or indirectly.

Inside information and insider trading

Inside information obtained, as a result of a director’s, officer’s or individual’s service and/or employment with the company will not be disclosed to others nor used for personal financial gain.

Except as may be explicitly authorized in a compensation agreement for an officer or employee lawfully approved by the Board or shareholders as applicable, no employee, officer or director shall purchase or sell securities of NEF Enterprises, Inc., or securities of a company in a “special relationship” with NEF Enterprises, Inc., while in possession of material information concerning NEF Enterprises, Inc. or such a company that has not previously been generally disclosed to the investing public for at least two business days. Nor shall an employee inform any individual or entity of any such material information, except in the necessary course of business.

Guidance

Directors, officers, employees, agents and contractors may find themselves in violation of applicable securities laws if they misuse information not generally known to the public or if, while possessing specific confidential information, they either trade or induce others to trade in the company’s stock or in the stock of another corporation. Specific confidential information would include information concerning significant discoveries, sales or earnings figures, or information concerning major contracts, proposed acquisitions or mergers.

Employees are encouraged to invest in NEF Enterprises, Inc. shares, but must avoid trading when in possession of confidential material information, which, if generally available, would reasonably be expected to either have an effect on the market price or value of those shares or affect an investor’s decision as to whether to buy, sell or hold NEF Enterprises, Inc.’s shares. Such activity is self-evidently unethical, and in many jurisdictions, illegal. Penalties for violating insider trading laws can be severe.

These laws often apply equally to persons to whom an employee may pass on the information (such as, spouse, family member or friend). These individuals are often subject to the same penalties as the employee who passed on the information. Accordingly, employees must exercise the highest degree of caution if they are aware of price-sensitive information. If in doubt, advice should be sought from corporate legal counsel.

Specific confidential information that could be considered material, that is, likely to change the market price or value of NEF Enterprises, Inc.’s shares or affect an investor’s decision as to whether to buy, sell or hold those shares, includes unpublished information concerning a significant operating and financial results; a major merger, acquisition or take-over bid; or a technical advance of unusual economic significance.

A company is deemed to be in a “special relationship” with NEF Enterprises, Inc. if any one of the following conditions are met: (a) NEF Enterprises, Inc. owns directly or indirectly 10% or more of the shares of that company; (b) NEF Enterprises, Inc. is proposing to make a take-over bid for that company, effect a merger or business combination with it, acquire a substantial interest in that company or its property, or otherwise enter into a transaction that is material to that company; or, (c) NEF Enterprises, Inc. is party to an earn-in option agreement or related joint venture.

Timely disclosure

The company is committed to full, fair, accurate, timely and understandable disclosure in the reports and documents that it files with, or submits to, securities and regulatory authorities and in other shareholder and public communications made by the company.

Guidance

Each director, officer, and employee involved in the company’s disclosure process (including the President, Vice-President and Comptroller) is required to be familiar with and comply with the company’s disclosure policy as well as the internal controls over financial reporting, and ensure that the company’s public communications and regulatory filings comply with all applicable securities laws and regulations and constitute full, fair, accurate, timely and understandable disclosure to the public.

Occupational health and safety

NEF Enterprises, Inc. will provide safe and healthy working conditions and, develop, maintain and promote safe and productive work practices in all aspects of its business, while meeting or exceeding all occupational health and safety laws and regulations governing its activities.

Guidance

NEF Enterprises, Inc. considers the safety and health of its employees and contractors to be of utmost importance in the effective and efficient conduct of its business, and believes that management and each and every employee and contractor have a shared responsibility in the uncompromising promotion and practice of health and safety in the workplace.

NEF Enterprises, Inc.’s health and safety policy states that:

(a) safety and occupational health considerations are an integral part of all business activities;

(b) safe work practices and procedures be established for each activity where potential risks occur, and that each employee and contractor be required to follow those practices and procedures;

(c) each employee and contractor is provided with appropriate information, training and protective equipment so that assigned work can be carried out in a safe and productive manner.

Directors, officers and employees are directed to the company’s policy respecting occupational health and safety.

Human rights, employee harassment and discrimination

NEF Enterprises, Inc. supports and promotes a work environment within which individuals are treated with respect, experience an equality of opportunity based on merit and are kept free of all forms of discrimination.

Guidance

NEF Enterprises, Inc. will not permit discrimination, intimidation or harassment of, or by, employees, officers or directors on the basis of race, gender, marital status, national origin or religious beliefs or on the basis of any other personal characteristics protected by law.

Employees are entitled to freedom from sexual and all other forms of personal harassment.

Employees can expect to have their dignity honoured and their rights protected.

Discrimination is not permitted at any level of the company or in any part of the employment relationship. This includes areas such as recruitment, promotion, training opportunities, salary, benefits and terminations. Employees will be treated as individuals and given opportunities based on merit and ability to do the work.

NEF Enterprises, Inc. is committed to, and employees are required to sustain, an environment that encourages personal respect and mutual trust. Differences between individuals (such as in race, gender, religion and physical limitations) are to be respected.

Compliance with the Code

Compliance with NEF Enterprises, Inc. policies protects all directors, officers, employees, agents and contractors as well as the value of the company’s assets and operations and its reputation for acting properly. Identifying problems or violations to enable them to be quickly and properly resolved or to prevent them from escalating or recurring, benefits all and enhances the workplace for the betterment of all concerned.

Failure by any employee to comply with the laws, regulations or rules governing the company’s business, this Code or any other company policy or requirement may result in disciplinary action including termination and, if warranted, legal proceedings. All officers, employees, agents and contractors are required to cooperate in any internal investigations of misconduct.

Guidance

The Board is ultimately responsible for the application of this Code to the affairs of the company.

Any person who becomes aware of any breaches of this Code is required to report the matter promptly to their supervisor or NEF Enterprises, Inc.’s President or Vice-President, Operations, and if they wish, any report can be forwarded anonymously.

No retaliatory action will be taken or permitted against an employee, officer or director making good faith reports of a suspected breach of the Code. Wherever possible, NEF Enterprises, Inc. will keep confidential the identity of anyone reporting a possible violation.

Employees may submit concerns regarding questionable accounting and auditing matters, confidentially or anonymously to Chair, Audit Committee, c/o ________________________________. Envelopes should be marked “Personal and Confidential.”

The Board or its designate shall take all action it considers appropriate to investigate any violations of this Code, and, if a violation is found to have occurred, will take appropriate disciplinary action.

Every employee who has executive or managerial responsibility is expected to ensure that the Code is communicated to and understood by employees, agents or contractors reporting to him or her and is required to sign an annual acknowledgement of adherence to the Code.

Ethical considerations often go beyond what is lawful and it is occasionally difficult to determine whether an action is ethical or not. Directors should ask the corporate secretary or chair for advice about issues with which they are not comfortable. And officers and employees should ask their supervisor about issues with which they are not comfortable. Proactive consultation is encouraged. In some cases there are more detailed guidelines or procedures available from other company sources. Good intentions and failure to seek timely advice will not excuse violations of the Code.

Waivers of the code of business conduct and ethics

Any change in or waiver of this Code for directors or executive officers, including the President, Vice-President, Operations, and Comptroller, may be made only by the Board, and will promptly be disclosed within five business days as required by law, regulation and rule.

No third-party beneficiaries

No statement contained in this Code is intended to create, either directly or indirectly, any duty or obligation on the part of NEF Enterprises, Inc. which does not otherwise exist or arise under applicable law, or otherwise to alter existing legal rights, duties and obligations of the company, including, but not limited to, those in respect of employees (such as “at will” employment arrangements).

Disclosure of Code

Management shall ensure the posting of current policy on the company website normally used for investor relations and so indicate this in annual report(s) along with the website address.

Management shall coordinate each year having every director, officer, employee, agent or contractor sign an acknowledgement that they have read, understood and complied with the Code of Business Conduct and Ethics.

The Code is available by contacting the company.

Endnotes

1 NEF Enterprises, Inc. is required to take certain actions pursuant to rules issued by the Securities and Exchange Commission requiring disclosures in its annual reports filed on Form 10-K pursuant to the Securities Exchange Act of 1934 (Item 406 of Regulation S-K) and Sections 406 of the Sarbanes-Oxley Act of 2002 requiring disclosure of whether the company has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting offer or Comptroller, or persons performing similar functions. NEF Enterprises, Inc. is also required to promptly, within five business days, disclose amendments to, and waivers from, the code of ethics relating to any of directors or those specific company officers on a Form 8-K or via internet dissemination, along with the reasons for the waiver.

2 Rule 4350(n) of the NASDAQ Stock Market Marketplace Rules requires adoption of a code of conduct (cross reference – IM-4350-7, Code of Conduct) that is applicable to all directors, officers and employees, which shall be publicly available, and comply with the definition of a “code of ethics” under Section 406(c) of the Sarbanes-Oxley Act of 2002 and regulations promulgated thereunder by the Securities Exchange Commission. The code must include an enforcement mechanism that ensures prompt and consistent enforcement of the code, protection for persons reporting questionable behaviour, clear and objective standards for compliance, and a fair process by which to determine violations.

3 Rule 16a-1(f): The term “officer” shall mean an issuer’s president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the Comptroller), any vice-president of the issuer in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the issuer. Officers of the issuer’s parent(s) or subsidiaries shall be deemed officers of the issuer if they perform such policy-making functions for the issuer.

Adopted by the Board of Directors

EXHIBIT 21.1

SUBSIDIARIES OF

NEF ENTERPRISES, INC.

NAME	State of formation


PubCo Reporting Services, Inc.	Florida

Exhibit 31.1/31.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Christopher Ellerbeck, certify that:

1. I have reviewed this Annual Report on Form 10-K of NEF Enterprises, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 28, 2013

By /s/ Christropher Ellerbeck

Christopher Ellerbeck

Chief Executive Officer

Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher Ellerbeck, Chief Executive and Financial Officer, certify, as of the dates hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of NEF Enterprises, Inc. on Form 10-K for the fiscal year ended May 31, 2013 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents in all material respects the financial condition and results of operations of NEF Enterprises, Inc. at the dates and for the periods indicated.

Date: August 28 , 2013



By:		/s/ Christopher Ellerbeck
		Christopher Ellerbeck
		Chief Executive Officer
		Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to NEF Enterprises, Inc. and will be retained by NEF Enterprises, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Item 1B. Unresolved Staff Comments

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. Selected Financial Data

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

LIABILITIES AND STOCKHOLDERS’ EQUITY

Selling, general and administrative

Depreciation and amortization

Professional fees

Basic and Diluted Loss Per Common Share

Basic and Diluted Weighted Average Number Of Common Shares Outstanding

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

Item 9A. Controls and Procedures

Item 9B. Other Information

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

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

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

Item 14. Principal Accounting Fees and Services

Item 15. Exhibits, Financial Statement Schedules

SIGNATURES