UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

___________

FORM 8-K

___________

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD) ~~of the Securities Exchange Act of 1934~~OF THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): October 4, 2013~~1934

~~OVERNEAR~~DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 4, ~~INC.~~2014

~~(Exact~~OverNear ~~name of registrant as specified in its charter)~~Inc.

Nevada		000-54119		27-3101494
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

1460 4th St., Suite 304

Nevada

000-54119

27-3101494

(STATE OR OTHER JURISDICTION OF

INCORPORATION OR ORGANIZATION)

(COMMISSION FILE NO.)

(IRS EMPLOYEE IDENTIFICATION NO.)

501 Santa Monica Blvd., ~~California~~Suite ~~90401~~601

Santa Monica, California 90401 (~~Address~~ADDRESS ofOF ~~Principal~~PRINCIPAL ~~Executive~~EXECUTIVE ~~offices~~OFFICES)~~(Zip Code)~~

(310) 744-6060 (ISSUER TELEPHONE NUMBER)

1460 4th Street, Suite 304 Santa Monica, California 90401 (~~Registrant's~~FORMER ~~telephone~~NAME ~~number~~OR ~~including~~FORMER ~~area~~ADDRESS, ~~code~~IF CHANGED SINCE LAST REPORT)

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~––––––––––––––––

~~[__]~~Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under any of the following provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2. below):

~~[__]~~o Written communications ~~Soliciting material~~ pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

~~[__]~~o Soliciting material ~~Pre-commencement communications~~ pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

~~[__]~~ o Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Item~~o Pre-commencement communications ~~5.03~~pursuant ~~Amendments~~ to ~~Articles~~Rule of13e-4(c) ~~Incorporation~~under orthe ~~Bylaws;~~Exchange ~~Change~~Act in(17 ~~Fiscal~~CFR ~~Year~~240.13e-4(c))

~~Effective~~Item between August and October 2013, shareholders holding over 66% of OverNear, Inc.’s (the “Company’s”) outstanding Series A Preferred Stock, and effective October 4, 2013, the Board of Directors of the Company, approved the adoption of an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series A Preferred Stock (the “Preferred Stock Amendment”), which Preferred Stock Amendment was filed with and became effective with the Secretary of State of Nevada on October 4, 2013. The Preferred Stock Amendment removed the automatic conversion right (which provided that the shares were to convert into common stock upon the closing of a financing of at least $5 ~~million in gross proceeds in which shares of the Company’s common stock is sold at a price per share of at least $0~~.6003 ~~per~~Amendments ~~share), and provided the Company the right, in its sole discretion, at any time,~~ to ~~convert~~Articles ~~all~~ of ~~the~~Incorporation ~~outstanding~~or ~~shares~~Bylaws; ofChange ~~Series A Preferred Stock into common stock of the Company~~ in aFiscal ratio of 1.03 shares of common stock for each share of Series A Preferred Stock converted, rounded up to the nearest whole share. The Company anticipates taking action to convert the Series A Preferred Stock into common stock pursuant to the Company’s right to convert such shares into common stock as provided by the Preferred Stock Amendment subsequent to the date of this filing.Year

~~Item~~On 9July 31, 2014 the Board of Directors and the majority shareholder of OverNear, Inc.~~01 Financial~~, ~~Statements~~a ~~And~~Nevada ~~Exhibits~~corporation (the “Company”), in conformity with Section 315 of Chapter 78 of the Nevada Revised Statues and the by-laws of the Company, unanimously approved a resolution to change the Company’s name to Rowl, Inc. to be consistent with the new name of its mobile app soon to be launched on the iTunes store. On August 1, 2014 the Board of Directors of the Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada changing the Company’s name to Rowl, Inc.

Exhibit No.		Description
3.1*		Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of OverNear, Inc.

Item 9.01 Financial Statements and Exhibits

*(d) ~~Filed herewith.~~Exhibits

Signatures

	Exhibit Number	Description

	3.1	Certificate of Amendment of the Certificate of Incorporation filed in the state of Nevada on August 1, 2014.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Signature

Date: November 4, 2013	OVERNEAR, INC.
	By:	/s/ Fred E. Tannous
		Fred E. Tannous Chief Executive Officer Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

	OverNear Inc.,
August 4, 2014	By:	/s/ Fred Tannous
		Fred Tannous
		Chief Executive Officer

Exhibit No.		Description
3.1*		Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of OverNear, Inc.

* Filed herewith.

Filing Compare · Rowl, Inc.