UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended: December 31, ~~2013~~ 2014

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

For the transition period from __________ to __________

Commission file number: 333-188565

~~OverNear~~Rowl, Inc.

(Exact name of registrant as specified in its charter)

Nevada		27-3101494
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~1460~~9595 ~~4th~~Wilshire ~~Street~~Blvd, Suite ~~304~~900

~~Santa~~Beverly ~~Monica~~Hills, ~~California~~CA ~~90401~~90212

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (310) 744-6060

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

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

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

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 requirement for the past 90 days. x Yes o ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o ¨ Yes x No

Indicate by check mark if disclosure of delinquent filers in response 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. x

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act).

Large accelerated filer o¨ Accelerated filer o¨ Non-accelerated filer o¨ Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o ¨ Yes x No

At June 30, ~~2013~~2014, the last business day of the registrant’s most recently completed second ~~fiscal~~ quarter, there was no aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as a public market for the registrant’s common stock did not exist at that time, and the common stock is not currently listed, traded, or quoted on any national or regional stock exchange, market, or quotation system.

As of ~~March~~April 3115, ~~2014~~2015, there were 6980,~~884~~521,~~257~~713 shares of common stock outstanding.

TABLE OF CONTENTS

	Page No.
PART I
Item 1. Business	14
Item 1A. Risk Factors	712
Item 2. Properties	712
Item 3. Legal Proceedings	712
Item 4. Mine Safety Disclosures	712
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	813
Item 6. Selected Financial Data	914
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	914
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	1218
Item 8. Financial Statements and Supplementary Data	~~F-1~~18
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	1319
Item 9A. Controls and Procedures	1319
Item 9B. Other Information.	1420
PART III
Item 10. Directors, Executive Officers and Corporate Governance	1421
Item 11. Executive Compensation	1622
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1925
Item 13. Certain Relationships and Related Transactions, and Director Independence	2026
Item 14. Principal Accounting Fees and Services	2126
PART IV
Item 15. Exhibits, Financial Statement Schedules	2228
SIGNATURES	2429

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This annual report on Form 10-K contains forward-looking statements. Such forward-looking statements include statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for working capital. Forward-looking statements that included assumptions and describe our future plans, strategies, and expectations are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. This information may include known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this annual report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this annual report generally. This annual report may contain market data related to our business that may have been included in articles published by independent industry sources. Although we believe these sources are reliable, we have not independently verified this market data. This market data includes projections that are based on a number of assumptions. If any one or more of these assumptions turns out to be incorrect, actual results may differ materially from the projections based on these assumptions. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this annual report will in fact occur.

Each forward-looking statement should be read in context with, and with an understanding of, the various other disclosures concerning our company and our business made elsewhere in this annual report as well as other public reports that may be filed with the United States Securities and Exchange Commission. You should not place undue reliance on any forward-looking statement as a prediction of actual results or developments. We are not obligated to update or revise any forward-looking statement contained in this annual report to reflect new events or circumstances.

When used in this annual report, the terms the “Company,” “~~OverNear~~Rowl,” “we,” “us,” “our,” and similar terms refer to ~~OverNear~~ Rowl, Inc., a Nevada corporation.

PART I

ITEM 1. BUSINESS

General

We are a development stage company that is currently developing and plans to market a location-based social networking and mobile advertising platform. We were formed as Awesome Living, Inc. in Nevada in July 2010 as a wholly owned subsidiary of uKarma Corporation, a Nevada corporation (“uKarma”). uKarma developed and marketed proprietary branded personal health and wellness products, including a proprietary branded fitness DVD series (Xflowsion). On August 9, 2010, the assets of uKarma’s operating health and wellness business, including its Xflowsion DVD series, and its liabilities were transferred into Awesome Living, Inc., pursuant to a Contribution Agreement. Therefore, our historical financial results are those of uKarma’s health and wellness business. uKarma subsequently changed its name to Innolog Holdings Corporation (“Innolog”), and issued 10,700,000 shares of Awesome Living, Inc. common stock to our management. This, along with other subsequent issuances of our common stock, reduced Innolog’s percentage ownership of our common stock to 15.11% as of March 31, 2014.

The Contribution Agreement anticipated a pro-rata spin-off of the Awesome Living, Inc. common stock owned by uKarma to uKarma’s shareholders of record as of August 12, 2010. We intend to complete to the spin-off as soon as practicable.

On June 20, 2011, we changed our name from Awesome Living, Inc. to OverNear, Inc. to better reflect our business of developing a location-based social networking and mobile advertising platform.

Business Overview

General

We intend to further develop a location-based, social networking and mobile advertising platform offering a fully integrated and streamlined solution for people to discover, share, plan and attend events and activities with their friends in the real world. It’s not another directory, reviews app or daily deals service; it’s about discovering, sharing and facilitating incredible experiences with those that matter to you. Employing its patent-pending Geo-temporal Remote Presence Technology, OverNear extends its smart discovery and notification services into the physical world. All OverNear events and activities incorporate a virtual perimeter centered at the location of the venue. When OverNear users follow an event category or a friend hosting the event, and come into the geo-fence of that event, they will receive a push notification. This unique feature enables real-time delivery of proximity-based push notifications, which aids in the discovery of events one otherwise, might have missed.

OverNear is expected to empower users to achieve greater social interaction and in-person engagement. Rather than focus on what your friends may be opining on, OverNear wants to take the social content and make it actionable. Instead of searching for things to do and connecting with friends, OverNear acts as your virtual personal assistant, automatically surfacing the best activities and events in the areas where you hang out. OverNear is expected to help people enrich their offline lives by allowing them to discover new events and activities, expand their social circles and make better use of their leisure time.

Business Strategy

As people begin to rely on services and apps to help them navigate the world around them, local discovery is going to get a lot more crucial to search marketers who want their business to be found online. Our strategy is to first rapidly build a user base by launching our free mobile utility, which allows users promote their events to the right target audience. We expect to leverage our mobile app to offer businesses advertising solutions that are designed to be more engaging and relevant for users in order to help them better achieve their advertising goals. Our combination of location relevance, social context, and engagement is expected to give advertisers enhanced opportunities to generate brand awareness and affiliation, while also creating new ways to generate near-term demand for their products from consumers likely to have purchase intent.

We plan to execute our business model and monetize our mobile app by offering businesses an opportunity to advertise to our users. Our initial strategy is to established relationships with influencers and Internet celebrities that will be helpful in promoting and bringing awareness to the company. We expect to generate revenues through participation in the point of sale transactions, as well as certain other advertising initiatives. We plan to extend the use of our mobile app to include payment-processing integration for point-of-sale transactions in partnership with ticket agents and venue operators, whereby we will earn a commission for purchase transactions effected through our app. There is, however, no guarantee that we will be able to successfully execute the strategies discussed herein.

Marketplace and Competition

Our addressable market opportunity includes portions of many existing advertising markets, including the traditional offline branded advertising and mobile advertising markets. We believe that advertising on mobile devices is a significant market opportunity that is still emerging and evolving. Our goal is to offer most advertisers with an effective way to leverage and create more contextually-relevant ads. Our mobile application will compete in the multi-billion dollar mobile location-based services market. We may compete with other location-based mobile applications, including Foursquare, Google, Apple, and several new start-ups, many of which are significantly larger than us and have more capital to invest in their mobile advertising businesses. They, or other competing companies, may establish or strengthen cooperative relationships with their mobile operator partners, brand advertisers, app developers, or other parties, thereby limiting our ability to promote our services and generate revenue. These companies could compete with us to the extent they expand into mobile advertising. Any of these developments would make it more difficult for us to sell our services. We have no competitive presence in the mobile location based services market at this time.

Intellectual Property

Our ability to protect our intellectual property, including the development of the software application, will be an important factor in the success of our business. We currently have a provisional patent application pending with the United States Patent and Trademark Office, and one non-provisional patent application soon to be filed. We expect to apply for additional patents to protect our intellectual property. We also continue to review whether pursuing patent protection in other countries is appropriate. We are in the process of registering a U.S. trademark registration for OverNear. We will also continue to review whether pursuing trademark protection in other countries is appropriate. In addition to the foregoing, we have established business procedures designed to maintain the confidentiality of our proprietary information, including the use of confidentiality agreements and assignment-of-inventions agreements with employees, independent contractors, consultants and companies with which we conduct business, or will conduct business in the future.

Industry Regulations

The regulatory framework for privacy issues worldwide is evolving, and various government and consumer agencies and public advocacy groups have called for new regulation and changes in industry practices, including some directed at the mobile industry in particular. It is possible that new laws and regulations will be adopted in the U.S. and internationally, or existing laws and regulations may be interpreted in new ways, that would affect our intended business, particularly with regard to location-based services, collection or use of data to target ads and communication with consumers via mobile devices. The U.S. government, including the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation of the collection of consumer information, including regulation aimed at restricting some targeted advertising practices. The Federal Trade Commission has also proposed revisions to the Children's Online Privacy Protection Act, or COPPA, that could, if adopted, create greater compliance burdens on us. COPPA imposes a number of obligations, such as obtaining parental permission, on website operators to the extent they collect certain information from children who are under 13 years of age. The proposed changes would broaden the applicability of COPPA, including the types of information that would be subject to these regulations, and could apply to information that we or our clients intend to collect through mobile devices or apps that is not currently subject to COPPA.

Social Networking

In January 2013, OverNear introduced a unique mobile app for Apple iOS devices (i.e., iPhones and iPads) and Web service that leverages location-based services to help connect OverNear users to their contacts and online social network. OverNear’s social networking platform allows registered users who have installed the mobile app to connect in person with their online connections by simultaneously providing a push notification to all parties when they are in close proximity of each other. Push notifications are a technique used by apps to alert smartphone users to content updates, messages, and other events within an app that users may want to be aware of. Once the OverNear mobile app is installed on the consumer’s smartphone, the user will be presented with an opportunity to identify a list of friends and business contacts to be included in his or her OverNear contact list. OverNear will utilize appropriate application programming interfaces for mobile devices to allow users to bypass account creation and login with their existing accounts. For example, linking an existing social-networking account to OverNear will also enable access to the user’s friends list. From the imported lists, the user will have the ability to select (de-select) friends and contacts to include in his or her OverNear contact list. Each user who downloads and installs the mobile app will independently establish his or her respective OverNear contact list.

As planned, our system will monitor each user’s OverNear contact list, and once an overlap occurs between any names, the respective persons will be simultaneously notified and required to accept their inclusion into the other OverNear contact list(s) thereby authorizing the system to notify them when they come into close proximity of each other (based on predefined preferences). When this happens, all parties within a given OverNear contact list will be presented with an opportunity to connect with each other via text message, when added. When this choice is made, a list of the persons in the OverNear contact list is presented, and each person is able to select one or more of the other persons from the list to contact with an instant message.

Mobile Advertising

OverNear expects to be a location-based mobile advertising platform that will help brands and retailers reach OverNear users with mobile advertisements, such as promotional offers, discount coupons, and vouchers direct to their smartphones.

OverNear intends to deploy push notification campaigns to users based on where they are at any given moment, or on any number of other criteria, such as time of day, day of the week, proximity to a retailer’s location, among many other personalized preferences. The key features of the application are planned to include:

● Highly targeted advertising campaigns; ● No SMS or MMS approval from the mobile carrier; ● Campaigns are self-administered by retailer or brand; ● Real-time analytics – virtual built-in ‘Marketing Consultant; and ● Simple interface and easy-to-use – intuitive user interface.

We believe that our technology, tools, and services will help brands and retailers maximize their advertising revenue and gain insight about their users. To advertisers, we expect to offer sophisticated targeting capabilities, and the opportunity to deliver interactive and engaging ad experiences to consumers on their mobile connected devices. Our goal is to have our proprietary technology and data platform determine in real-time which ad to deliver, as well as to whom and when, thereby optimizing the effectiveness of advertising campaigns regardless of device type or operating system. We expect our platform to be initially compatible with Apple iOS and we are planning to release versions compatible with the Android and Windows mobile operating systems.

As smartphones, tablets, and other mobile connected devices become increasingly powerful and affordable, and mobile Internet access becomes more widespread and faster, users are consuming more content on their mobile devices. Apps in particular are becoming a popular way for consumers to engage with and consume personalized digital content on their mobile connected devices. With growth in this mobile app-based economy, mobile advertising creates new opportunities for advertisers to reach and engage audiences of potential consumers. Mobile devices are inherently personal in nature, facilitate anytime-anywhere access to their users, allow for engaging app-enabled experiences, and offer location-targeting capabilities. We believe that the combination of these features creates a powerful opportunity for delivering highly targeted, interactive advertising through mobile connected devices. However, a number of factors, including device and operating system diversity, as well as technological challenges, make it difficult and complex to deliver mobile advertising effectively.

We expect to help brands and retailers utilize mobile advertising without the complexities. By using our service, advertisers will be able to gain access to our tools and services to craft advertising and promotional campaigns with interactive rich media ads and video ads from our platform. As planned, our app will be able to analyze user data to build sophisticated profiles and audience groups that, in combination with the real-time decision-making, optimization, and targeting capabilities of our technology platform, will enable us to deliver highly targeted advertising campaigns for our advertiser clients. We anticipate that advertisers will pay us to deliver their ads to mobile connected device users. As we deliver more and more ads, we expect to be able to collect anonymous data about users, audiences, and the effectiveness of particular ad campaigns, which in turn will enhance our targeting capabilities and will allow us to deliver better performance for advertisers and better opportunities to increase their revenue streams. Our use of data for interest-based targeting, including location data, is based on consumer consent, and we offer consumers the ability to opt out of such targeting.

Benefits of Mobile Advertising

The combination of the inherently personal nature of mobile devices, their enhanced functionality, and the proliferation of app-enabled experiences creates a powerful opportunity for highly targeted and effective advertising. We believe mobile advertising enjoys a number of benefits over traditional advertising and PC-based online digital advertising, including:

● anytime, anywhere access to users; ● personalization of the advertising experience; ● location-based targeting; ● more complete user engagement; and ● enhanced audience targeting based on location, behavioral and demographic data.

~~Growth~~PART ~~Strategy~~I

WeITEM ~~seek to become the strategic independent platform partner of choice for advertisers wanting to capitalize on the large and growing mobile advertising opportunity~~1. ~~The key elements of our strategy are to:~~BUSINESS

● innovate through continued investments in technology and data; ● deepen our relationship with our users; ● acquire new users and advertisers; ● increase our share of advertising budgets from advertisers; ● increase our global market penetration; ● pursue strategic acquisitions; and ● provide further insight into the mobile app economy.General

~~Principal~~We ~~Products~~have developed and ~~Services~~launched a location-based social networking and mobile advertising platform. We are currently in the process of re-evaluating our product, market and strategy in an effort to identify opportunities that can best leverage our technology and provide maximum benefit to the Company. We were formed as Awesome Living, Inc. in Nevada in July 2010 as a wholly owned subsidiary of uKarma Corporation, a Nevada corporation (“uKarma”). uKarma developed and marketed proprietary branded personal health and wellness products, including a proprietary branded fitness DVD series (Xflowsion). On August 9, 2010, the assets of uKarma’s operating health and wellness business, including its Xflowsion DVD series, and its liabilities were transferred into Awesome Living, Inc., pursuant to a Contribution Agreement. Therefore, our historical financial results are those of uKarma’s health and wellness business. uKarma subsequently changed its name to Innolog Holdings Corporation (“Innolog”), and issued 10,700,000 shares of Awesome Living, Inc. common stock to our management. This, along with other subsequent issuances of our common stock, reduced Innolog’s percentage ownership of our common stock to 13.2% as of March 31, 2015.

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~~OverNear Mobile App~~General

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Persistent Location – No Check-Ins Required. We believe that a persistent location platform, not check-ins, will release the potential of location-based services. For example, someone is walking in the vicinity of a coffee shop and a message appears on his or her phone: "Come on in to the coffee shop (you're a few blocks away and here is a map to get there) and receive 50% off a cappuccino." With the check-in, the coffee shop will only have the ability to message a consumer based on when he or she tells the service his or her exact location. But what is the likelihood that, as the consumer is walking, he or she will check-in to a social media site? For the coffee shop or any other business to predictably message a potential customer when he or she is nearby, they are going to require access to the customer’s location on a persistent and continuous basis. Persistent location features are used in our currently available mobile app.4

~~Location-Based~~Today, ~~Marketing. Compared~~musical ~~to the “daily deal” providers~~artists, ~~OverNear~~performers isand influencers ~~expected~~connect to befans through more ~~effective~~social inchannels ~~reaching~~than ~~potential~~ever ~~customers~~before. byYet, ~~pushing~~many ~~location-based~~fans ~~offers that are triggered by the User~~don’st ~~precise~~see ~~location~~their ~~rather~~posts ~~than~~often byresulting in ~~the~~very ~~city~~low ~~specified~~reach, bypoor ~~the~~conversions ~~user~~and assignificant ~~his~~percentage orof ~~her~~unsold ~~next closest deal-base~~tickets. We ~~believe~~A ~~that~~fan ~~brands~~either ~~will~~has ~~be able~~ to ~~target~~be ~~consumers~~online ~~with~~at ~~offers~~the ~~based~~time onof posting ~~their own marketing rules~~ and ~~campaign~~spend ~~timing~~precious ~~without having to share the revenue and customer information with a second party. Real-~~time ~~reporting~~scrolling ~~and~~through ~~analytics~~their ~~should~~feeds ~~enable the brand~~ or, ~~retailer~~Facebook toalgorithms ~~use~~often ~~adaptive~~filter ~~business~~out ~~rules to reach highly targeted consumers~~content. ~~Rather than a mobile megaphone~~ Thus, ~~OverNear~~both the ~~will~~influencer's ~~provide~~experience ~~a targeted~~(i.e., ~~brand-specific~~lower ~~marketing tool. Assuming the user is aware that he or she will be activating such access to his or her mobile “inbox~~revenue,” itlower ~~will~~fan ~~provide~~engagement) ~~a kind of “tell me when…” system for consumers who are either cost-conscious or brand-loyal~~ and ~~who~~the ~~want~~experience toof betheir ~~alerted~~fans ~~to special offers~~(i. ~~For example~~e., ~~users~~lost ~~might be alerted only at certain times of the day based on whether or not they have responded~~ opportunity to ansee ~~earlier~~and ~~campaign~~engage orwith ~~even based on~~ their ~~proximity~~favorite toartist ~~retail~~when ~~locations,~~nearby) ~~restaurants,~~are ~~and~~often ~~events~~unfulfilled. In ~~that~~The ~~context,~~market ~~the~~needs ~~easier~~a ~~and more flexible the marketer’s dashboard, the~~ better ~~the~~way ~~chances~~to oftarget ~~success~~ and ~~the~~reach audiences ~~less~~with ~~this~~meaningful ~~will look to the user like mobile spam~~engagement.

~~OverNear~~Rowl isaddresses ~~expected~~the toproblem ~~provide~~by delivering a ~~replacement~~highly ~~for~~targeted ~~daily~~marketing ~~deal~~platform ~~emails~~ that ~~clutter~~provides ~~Users’~~musical ~~inboxes~~artists ~~and~~with ~~never~~a ~~get~~powerful ~~read. Because~~tool ~~this~~to ~~targeting~~reach ~~works~~their ~~through~~fans an– ~~app’s~~which ~~connection~~not ~~with~~only has the ~~Internet~~potential to increase tickets sales, ~~rather~~but ~~than~~also ~~via~~helps ~~SMS~~achieve orgreater ~~MMS,~~engagement ~~the~~with ~~platform~~their ~~can~~fan ~~deliver~~base. ~~rich~~Users ~~media~~also ~~without~~benefit as ~~the~~it ~~per-message~~not ~~costs,~~only ~~character~~offers orthem ~~size~~a ~~limitations~~personalized experience around event discovery, ~~and~~but ~~extensive~~also ~~approval~~enables ~~process~~closer ~~associated~~interaction with ~~SMS,~~their ~~MMS~~favorite artists, ~~and~~grants ~~email-based~~them ~~marketing. And~~exclusive ~~there~~access ~~are~~to nospecial ~~carrier-related~~offers ~~GPS~~and ~~costs~~promotions ~~because~~and ~~smart~~facilitates ~~notification~~direct ~~technology~~ticketing ~~uses~~information ~~the~~through ~~phone’s~~partnerships with ~~internal~~Ticketmaster, ~~locator~~Wantickets, ~~beacon~~AEG, toTicketfly ~~persistently~~and ~~know consumer location~~others.

~~Adaptive~~By ~~Learning~~utilizing ~~Algorithm. This~~learning isalgorithms, ~~a proprietary algorithm~~Rowl identifies, ~~which~~filters ~~will~~and ~~monitor~~ranks ~~and~~events ~~refine~~in the ~~system~~user’s ~~filtering~~local ~~process~~area tobased ~~produce~~on ~~highly~~a ~~targeted~~number ~~promotions~~of ~~based~~parameters, onincluding ~~each~~personal ~~individual~~tastes and learned preferences. Then, we exploit the smartphone’s ~~tastes~~GPS ~~and~~location ~~preferences~~services to provide automated, real-time push notifications of recommended events. ~~Every~~ ~~promotional~~For ~~offer~~artists, ~~that~~Rowl ~~will~~provides bea ~~sent~~powerful bymarketing ~~the~~tool ~~merchant~~that ~~will~~learns ~~include~~and ~~the~~incorporates ~~quick~~user ~~press~~preferences, ~~buttons~~social habits ~~“More~~and ~~like~~relative ~~this”~~proximity to optimize reach and ~~“Less~~establish ~~like~~meaningful ~~this.” Based~~engagement onwith ~~the~~their ~~responses~~audiences ofleading ~~the~~to ~~shopper~~greater ~~for~~ticket sales. ~~each~~For ofusers, ~~the~~Rowl offers an intelligent, event discovery solution that cuts through the ~~system~~clutter ~~will~~of “social media noise” and automatically ~~tailor~~uncovers ~~the~~and ~~User’s~~presents ~~personal~~highly ~~preferences~~personalized toactionable ~~match~~content ~~his~~when orand ~~her~~where ~~indicated~~it ~~interest~~makes ~~levels~~the bymost ~~type~~sense of– ~~retailer~~so, users ~~promotional~~get ~~offer~~what they want, ~~day~~when ofthey ~~the~~want ~~week,~~it ~~time~~without ofhaving ~~day,~~to ~~etc~~dig for it.

4Business Strategy

~~Social~~As ~~Media~~people ~~Integration. For~~begin ~~merchants~~to ~~with~~rely anon ~~existing~~services ~~social~~and apps ~~networking~~to ~~profile~~help ~~page~~them ornavigate ~~fan~~the ~~page~~world around them, ~~our~~local ~~plan~~discovery is ~~that~~going ~~our~~to ~~technology~~get ~~will~~a ~~allow~~lot ~~them~~more crucial to ~~easily~~search ~~publish~~marketers who want their ~~offers~~business orto ~~email~~be ~~messages~~found ~~and~~online. Our ~~related~~strategy ~~links~~is to ~~their~~first ~~social~~rapidly ~~networking~~build ~~site~~a ~~news~~user ~~feed~~base ~~and~~by ~~wall~~launching ~~directly~~our ~~from~~free ~~within~~mobile ~~the~~utility, which allows ~~OverNear~~users ~~application. When~~promote their events to the ~~link~~right istarget ~~shared,~~audience. We ~~OverNear~~expect ~~will~~to ~~automatically~~leverage ~~post~~our ~~the~~mobile app to offer orbusinesses ~~email~~advertising ~~message~~solutions that are designed to abe ~~message~~more ~~archive~~engaging ~~center~~and relevant for users in order to help them better achieve their advertising goals. Our combination of location relevance, social context, and ~~then~~engagement ~~track~~is ~~offer~~expected ~~redemptions~~to give advertisers enhanced opportunities to generate brand awareness and ~~traffic~~affiliation, ~~activity. The~~while ~~currently~~also ~~available~~creating ~~version~~new ofways ~~our~~to ~~mobile~~generate ~~app~~near-term ~~integrates~~demand ~~with~~for their ~~Facebook~~products from consumers likely to have purchase intent.

~~Professional~~We ~~Social~~plan ~~Networking~~to ~~Integration. With~~execute ~~professional~~our ~~social~~business ~~networking~~model ~~integration,~~and monetize our mobile app ~~will~~by ~~allow~~offering ~~merchants~~businesses an opportunity to ~~easily~~advertise ~~publish~~to ~~their~~our ~~offers~~users. Our initial strategy is to ~~their~~established relationships ~~professional~~with ~~social~~influencers ~~networking~~and ~~news~~Internet ~~feed~~celebrities ~~directly~~that ~~from~~will ~~within~~be ~~the~~helpful ~~OverNear~~in ~~application~~promoting and bringing awareness to the company. ~~When~~We expect ~~sharing~~to ~~related~~generate ~~message~~revenues ~~content~~through participation in the point of sale transactions, ~~our~~as ~~applications~~well ~~will~~as ~~automatically~~certain ~~post~~other advertising initiatives. We plan to extend the ~~merchants’~~use ~~messages~~of our mobile app to ~~their~~include ~~message~~payment-processing ~~archive~~integration for point-of-sale transactions in partnership with ticket agents and ~~track~~venue ~~visitor~~operators, ~~activity~~whereby orwe ~~coupon~~will ~~redemptions~~earn a commission for purchase transactions effected through our app. There is, however, no guarantee that we will be able to successfully execute the strategies discussed herein.

~~OverNear~~Marketplace ~~Web~~and ~~App~~Competition

~~Event~~Our ~~Creation~~addressable ~~Wizard~~market opportunity includes portions of many existing advertising markets, including the traditional offline branded advertising and mobile advertising markets. ~~This~~We believe ~~will~~that beadvertising on mobile devices is a ~~comprehensive,~~significant ~~easy-to-use~~market ~~interface~~opportunity that ~~enables~~is ~~subscribers~~still emerging and evolving. Our goal is to ~~create~~offer most advertisers with an effective way to leverage and ~~edit~~create ~~events~~more contextually-relevant ads. Our mobile application will compete in the multi-billion dollar mobile location-based services market. ~~Through~~We ~~intuitive~~may ~~controls,~~compete ~~subscribers~~with ~~can~~other ~~readily~~location-based mobile ~~change~~applications, ~~colors~~including Foursquare, ~~fonts~~Google, ~~borders~~Apple, and ~~backgrounds~~several ~~and~~new ~~insert~~start-ups, ~~images~~many of which are significantly larger than us and ~~logos~~have more capital to ~~help~~invest ~~ensure~~in ~~that~~their mobile advertising businesses. They, or other competing companies, may establish or strengthen cooperative relationships with their ~~messages~~mobile operator partners, brand advertisers, app developers, or ~~offerings~~other ~~appear~~parties, thereby ~~polished~~limiting our ability to promote our services and ~~professional~~generate revenue. These companies could compete with us to the extent they expand into mobile advertising. ~~The~~Any ~~wizard~~of ~~operates~~these ondevelopments awould ~~“what-you-see-is-what-you-get”~~make ~~basis~~it ~~whereby~~more adifficult ~~subscriber~~for ~~can~~us ~~change~~to ~~content~~sell ~~quickly~~our ~~and~~services. We have ~~view~~no competitive presence in the ~~offer~~mobile orlocation ~~message~~based ~~prior~~services tomarket ~~launching~~at this time.

Professionally Developed Templates. These will be pre-designed offer and message forms that are designed to help subscribers quickly create attractive and professional campaigns. These templates will provide ideas about the kinds of offers, messages, and emails subscribers can send, promotions, and announcements, and will demonstrate, through the use of color and format, the creativity and professionalism of a potential campaign. An advanced editing functionality will enable subscribers to easily modify the templates. We also plan to provide templates designed to appeal to specific products and services. For example, we will include a coupon template for a 25% discount or a ‘buy-one-get-one-free’ offer to promote a restaurant while another retail messaging template can be used to promote a new line of men’s apparel.5

~~Security~~Intellectual and Privacy. We expect to protect our subscribers’ data at the highest level possible. We do not intend to use our subscribers’ confidential information, including their customer/contact lists, except in the delivery of our product, nor will we share, sell, or rent this information. In addition, we will require that our business subscribers adopt a privacy policy to assist them in complying with government regulations and marketing best practices.Property

~~Tracking~~Our ~~and~~ability ~~Reporting. We~~to ~~plan~~protect ~~that~~our intellectual property, including the ~~tracking~~further ~~and~~development ~~reporting~~of ~~feature~~the software application, will ~~monitor~~be ~~and~~an ~~analyze~~important ~~merchant~~factor ~~promotions~~in ~~and~~the ~~shopper~~success ~~redemptions~~of ~~and~~our ~~tailor~~business. We ~~recommendations~~plan ~~for~~to obtain a ~~promotion~~U.S. ~~based~~trademark onregistration ~~previous~~for Rowl ~~campaigns~~ and ~~concurrent~~also ~~campaigns~~review ofwhether ~~other~~pursuing ~~nearby~~trademark ~~retailers~~protection ~~(on~~in another countries ~~anonymous~~is ~~basis)~~appropriate. In ~~who~~addition ~~have~~to the ~~same~~foregoing, ~~business~~we ~~but~~have ~~are~~established ~~located~~business inprocedures ~~different~~designed ~~geographic~~to ~~regions~~maintain the orconfidentiality ~~experience~~of ~~comparable~~our ~~social~~proprietary ~~and~~information, ~~demographic~~including ~~dynamics. This~~the ~~feature~~use ~~will~~of ~~use~~confidentiality ~~the~~agreements ~~Company’s~~and ~~patent~~assignment-~~pending~~of-inventions agreements ~~adaptive~~with ~~learning~~employees, ~~algorithm~~independent tocontractors, ~~monitor~~consultants and ~~refine~~companies ~~criteria~~with ~~for~~which ~~optimized~~we ~~promotional~~conduct ~~offers~~business, or ~~discount~~will ~~coupons~~conduct ~~based~~business in onthe ~~redemption rates and other socio-economic statistics gathered over time and from neighboring businesses~~future.

WeIndustry plan to monetize our customer relationships by offering premium levels of our advertising and analysis-driven marketing service to brands and retailers by charging subscription fees. As a subscriber, the business customer will have access to contact list and offer management tools which are expected to enable the subscriber to target or segment contacts and consumers for all or specific campaigns and monitor delivery and redemption of promotions and coupons. Unsubscribe requests are automatically processed to help ensure ongoing compliance with government regulations and marketing best practices.Regulations

5The regulatory framework for privacy issues worldwide is evolving, and various government and consumer agencies and public advocacy groups have called for new regulation and changes in industry practices, including some directed at the mobile industry in particular. It is possible that new laws and regulations will be adopted in the U.S. and internationally, or existing laws and regulations may be interpreted in new ways, that would affect our intended business, particularly with regard to location-based services, collection or use of data to target ads and communication with consumers via mobile devices. The U.S. government, including the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation of the collection of consumer information, including regulation aimed at restricting some targeted advertising practices. The Federal Trade Commission has also proposed revisions to the Children's Online Privacy Protection Act, or COPPA, that could, if adopted, create greater compliance burdens on us. COPPA imposes a number of obligations, such as obtaining parental permission, on website operators to the extent they collect certain information from children who are under 13 years of age. The proposed changes would broaden the applicability of COPPA, including the types of information that would be subject to these regulations, and could apply to information that we or our clients intend to collect through mobile devices or apps that is not currently subject to COPPA.

~~Industry~~Mobile Advertising

~~Background~~Rowl expects to be a location-based mobile advertising platform that will help brands and retailers reach Rowl users with mobile advertisements, such as promotional offers, discount coupons, and vouchers direct to their smartphones.

~~The~~Rowl ~~convergence~~intends ofto ~~several~~deploy ~~key~~push ~~trends~~notification campaigns isto ~~driving~~users ~~the~~based ~~growth~~on ofwhere ~~the~~they ~~mobile~~are ~~app~~at ~~economy~~any ~~and~~given ~~fundamentally~~moment, ~~changing~~or ~~the~~on ~~way~~any ~~that~~number ~~users~~of ~~consume~~other ~~content~~criteria, onsuch ~~their~~as ~~mobile~~time ~~connected~~of ~~devices. We~~day, ~~believe~~day ~~these~~of the ~~trends~~week, ~~will~~proximity ~~continue~~ to ~~create~~ a ~~significant~~retailer’s ~~opportunity~~location, ~~for~~among ~~mobile~~many ~~advertising~~other personalized preferences. ~~These~~The ~~trends~~key features of the application are planned to include:

● ~~Adoption~~Highly oftargeted faster and more functional mobile connected devices. Driven by intuitive user interfaces, increased functionality, faster processing speeds, better graphics processors, and advanced display technologies with touch capabilities, it has become possible to deliver innovative, interactive, and engaging consumer media experiences on a wide variety of mobile connected devices. ● Widespread access to faster wireless networks facilitates consumer consumption of content. With the growth of mobile connected devices, consumers increasingly expect to have a high-quality online experience everywhere. Expansion of worldwide 3G network penetration, the rise of next-generation networks, such as 4G, and the prevalence of Wi-Fi access are facilitating the consumption of content on mobile connected devices. The combination of increased network access and faster network technologies is enabling the development of rich media content, presenting new opportunities in the mobile ecosystem. ● Mobile usage has disrupted how content is consumed. Consumers are increasingly using their mobile devices instead of personal computers or other traditional media to access content. Mobile devices have become an increasingly important part of daily life, with users relying on mobile connectivity to read newspapers, magazines, and blogs, watch movies, play games, check sports scores, shop, monitor weather forecasts, conduct banking transactions, find maps and directions, and listen to online radio stations. ● Growth of the mobile app economy. Developers have created apps as an easy, intuitive, and interactive way to instantly deliver content on mobile devices. Emerging technologies, such as improvements in computer programming languages for structuring and presenting Web-based content, have allowed app developers to harness the increasing processing power and functionality of mobile devices and faster networks to deliver more engaging media to users. ● Advertising industry is being disrupted by mobile advertising. Traditional advertising media, such as billboards, newspapers, magazines, radio, and television, often suffer from a number of inherent limitations, including limited ability to target specific audiences, limited ability to measure audience reach and, in some cases, limited geographic range. As consumers spend more time online with personal computers, or PCs, digital advertising has proven to be more effective because it allows for user interaction, provides better measurement, and achieves expanded audience reach. However, even PC-based digital advertising suffers from a number of significant limitations with respect to personalization, accessibility, and location-based targeting, all of which can be provided through mobile advertising.campaigns;

~~Complexities~~● ofNo ~~Mobile~~SMS ~~Advertising~~or MMS approval from the mobile carrier;

~~Despite~~● ~~the~~Campaigns ~~growing~~are ~~market~~self-administered ~~opportunity~~by ~~for~~retailer ~~mobile~~or ~~advertising, companies in our industry must address several complexities and challenges in order to effectively deliver mobile advertising solutions, including:~~brand;

● fragmentation of the mobile ecosystem caused by a wide diversity of device types, numerous operating systems, and varied delivery and user engagement mechanisms; ● limitations in using traditional identification techniques typically used in PCReal-~~based~~time ~~Web~~analytics ~~advertising,~~– ~~such~~virtual ~~as "cookies"; ● difficulty~~ built-in ~~predicting~~‘Marketing ~~user behavior, including when and where a user will be consuming content on a mobile device~~Consultant; ~~● varying connection quality that a mobile device may have at any given time;~~ and ~~● difficulties measuring performance of ads and user interactions with them on mobile connected devices.~~

~~Needs~~● ofSimple ~~Mobile~~interface ~~Advertisers~~and easy-to-use – intuitive user interface.

~~Advertisers~~We believe that our technology, totools, and ~~achieve~~services will help brands and retailers maximize their ~~business~~advertising ~~objectives~~revenue inand ~~the~~gain ~~mobile~~insight ~~app~~about ~~context~~their users. To advertisers, ~~require~~we ~~scale,~~expect ~~reach~~to offer sophisticated targeting capabilities, and the ~~ability~~opportunity to ~~target~~deliver interactive and ~~engage~~engaging ~~specific~~ad experiences ~~audiences~~to consumers on their mobile connected devices. ~~Advertisers~~Our ~~need~~goal ~~solutions~~is ~~that~~to ~~help~~have ~~optimize~~our ~~their~~proprietary ~~investment~~technology byand ~~delivering~~data platform ~~effective~~determine ~~campaigns~~in ~~across~~real-time ~~multiple~~which ~~devices~~ad ~~and~~to ~~operating~~deliver, ~~systems~~as well as to whom and when, ~~maximizing~~thereby optimizing the ~~number~~effectiveness of ~~potential~~advertising campaigns ~~consumers~~regardless ~~the~~of ~~campaigns~~device ~~reach,~~type or operating system. We expect our platform to be initially compatible with Apple iOS and ~~then~~we ~~measuring~~are planning to release versions compatible with the ~~effectiveness~~Android ofand ~~those~~Windows ~~campaigns~~mobile operating systems.

~~Employees~~As smartphones, tablets, and other mobile connected devices become increasingly more powerful and affordable, and mobile Internet access becomes more widespread and faster, users are consuming more content on their mobile devices. Apps in particular are becoming a popular way for consumers to engage with and consume personalized digital content on their mobile connected devices. With growth in this mobile app-based economy, mobile advertising creates new opportunities for advertisers to reach and engage audiences of potential consumers. Mobile devices are inherently personal in nature, facilitate anytime-anywhere access to their users, allow for engaging app-enabled experiences, and offer location-targeting capabilities. We believe that the combination of these features creates a powerful opportunity for delivering highly targeted, interactive advertising through mobile connected devices. However, a number of factors, including device and operating system diversity, as well as technological challenges, make it difficult and complex to deliver mobile advertising effectively.

We ~~have~~expect ~~three~~to ~~employees~~help brands and retailers utilize mobile advertising without the complexities. By using our service, ~~all~~advertisers ofwill ~~whom~~be ~~are~~able ~~full~~to gain access to our tools and services to craft advertising and promotional campaigns with interactive rich media ads and video ads from our platform. As planned, our app will be able to analyze user data to build sophisticated profiles and audience groups that, in combination with the real-time decision-making, optimization, and targeting capabilities of our technology platform, will enable us to deliver highly targeted advertising campaigns for our advertiser clients. We anticipate that advertisers will pay us to deliver their ads to mobile connected device users. As we deliver more and more ads, we expect to be able to collect anonymous data about users, audiences, and the effectiveness of particular ad campaigns, which in turn will enhance our targeting capabilities and will allow us to deliver better performance for advertisers and better opportunities to increase their revenue streams. Our use of data for interest-based targeting, including location data, is based on consumer consent, and we offer consumers the ability to opt out of such targeting.

~~Recent~~Benefits ~~Developments~~of Mobile Advertising

InThe ~~the~~combination ~~first quarter~~ of ~~2014,~~ the ~~Company~~inherently ~~issued~~personal nature ~~2,000,000 units~~ of ~~Series~~mobile Bdevices, ~~Preferred~~their ~~Stock~~enhanced ~~to our two sole officers and directors~~functionality, ~~Fred E. Tannous~~ and ~~Bill~~the ~~Glaser.~~proliferation ~~Each holder~~ of ~~outstanding~~app-enabled ~~shares~~experiences ofcreates ~~Series~~a Bpowerful ~~Preferred Stock shall be entitled to one hundred (100) votes~~ opportunity for ~~each~~highly ~~share~~targeted ofand ~~Series~~effective ~~B Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting to stockholders of the Company~~advertising. ~~Each~~We ~~share~~believe ismobile ~~convertible~~advertising ~~into five~~enjoys ~~shares of Common stock at~~ a ~~conversion~~number ~~price~~of ~~equal~~benefits toover ~~$0.25~~traditional advertising ~~per share~~ and ~~has~~PC-based aonline ~~cashless~~digital ~~conversion~~advertising, ~~feature.~~including:

~~Emerging~~● ~~Growth~~anytime, ~~Company~~anywhere access to users;

~~The~~● ~~Company~~personalization ~~is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act~~ of 2012 (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the ~~auditor~~advertising attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote of shareholders on executive compensation and any golden parachute payments not previously approved.experience;

~~The~~● ~~Company~~location-based has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.targeting;

We● ~~will remain an “emerging growth company” for up to five years following our initial public offering, although we will lose that status sooner if our revenues exceed $1 billion, if we issue~~ more ~~than~~complete $1user ~~billion~~engagement; ~~in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30.~~and

To● ~~the~~enhanced ~~extent~~audience ~~that~~targeting webased ~~continue~~on ~~to qualify as a “smaller reporting company”~~location, asbehavioral such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and ~~(3)~~demographic ~~the requirement to provide only two years of audited financial statements, instead of three years~~data.

~~ITEM~~Growth ~~1A. RISK FACTORS.~~Strategy

NoWe ~~disclosure~~seek isto ~~required~~become bythe ~~smaller~~strategic ~~reporting~~independent platform ~~companies~~partner of choice for advertisers wanting to capitalize on the large and growing mobile advertising opportunity. The key elements of our strategy are to:

~~ITEM~~● ~~2. PROPERTIES.~~innovate through continued investments in technology and data;

We● ~~currently~~deepen ~~have~~our ~~one~~relationship ~~office located at 1460 4th St., Santa Monica, California 90401. On April 16, 2013 we entered into a two-year office lease~~ with SMour Promenade LLC for this office, the term of which began on May 15, 2013. The monthly fee is $4,386 per month for the first year and $4,517 for the second year. We also leased an office in an executive suite located at 609 Deep Valley Drive, Suite 200, Rolling Hills, California. We also leased an office from Regus Management Group, LLC at a monthly rent of $2,200 pursuant to a lease that expired on October 31, 2013 (provided the Company’s last payment under this lease was due September 1, 2013 and the Company was provided use of the space during the month of October 2013 at no cost, after which time the Company ceased using such rental space). We previously leased an office at 9595 Wilshire Blvd, Suite 900 in Beverly Hills, CA on a month-to month basis for $1,557 per month, which lease expired on June 30, 2013.users;

~~ITEM~~● ~~3. LEGAL~~acquire ~~PROCEEDINGS.~~new users and advertisers;

We● ~~are~~increase ~~currently not involved in any litigation that we believe could have a materially adverse effect on~~ our ~~financial~~share ~~condition or results~~ of ~~operations.~~advertising ~~There~~budgets isfrom no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.advertisers;

~~ITEM 4. MINE SAFETY DISCLOSURES.~~7

~~Not~~● ~~applicable~~increase toour ~~the~~global ~~Company.~~market penetration;

7● pursue strategic acquisitions; and

~~PART~~● IIprovide further insight into the mobile app economy.

~~ITEM~~Principal ~~5. MARKET~~Products ~~FOR~~and ~~REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~Services

~~Market~~Location-based ~~Information~~services allow Users to connect with others based on their current locations. In many cases, people use their smartphones (iPhone, Android, Windows) to “check in” to businesses like restaurants, bars, and stores they visit. Many of these services also have a gaming component, allowing members to compete against one another or to collect rewards (like online badges) for their activities. The rapid evolution of mobile phones, both on a hardware and a software level, combined with a surge in application storefront releases, deployments of higher-capacity network infrastructure, and recent developments in positioning technologies is expected to drive revenues.

~~There~~We believe that location and granular geo-targeting are actually strong predictors of consumer intent because by knowing when and where someone will be will likely provide information about what that person may be interested in. For example, if it is ~~currently~~lunch notime ~~market~~and ~~for~~one ~~our~~has ~~common~~opted ~~stock~~in orto ~~preferred~~get ~~stock~~offers from restaurants, a great promotion available nearby becomes easy to act on. We believe that it is becoming clear to retailers that location-based marketing is an important key to driving foot traffic among consumers who are in the mindset to make a purchase. Furthermore, we believe that the performance of these programs is demonstrating that mobile phones and location can increase average order value, frequency, and loyalty.

~~Holders~~We believe that the more technologies exist like our mobile application that marketers can leverage to pinpoint location and target advertising and messaging, the more relevant they can make their campaigns and the better the response will be from their target consumers. We also believe that consumers are generally much more receptive to ads that are relevant to them personally. We believe that location enhances the outbound and inbound media opportunities, allowing brands and retailers to tie their messaging to a specific location and dictate the context of the message.

AsRowl ofMobile ~~March 31, 2014, there were 104 shareholders of record who hold an aggregate of 69,884,257 shares of common stock issued and outstanding.~~ App

~~Dividend~~Push ~~Policy~~Notifications. Rowl plans to leverage the native high-accuracy network-based hybrid location engine in the Apple iOS and the Android operating systems that allows location to be extracted from the handset on a periodic and continuous basis. Rowl expects to deploy push notification campaigns to users based on where they are at any given moment, or if they meet any number of other criteria. As planned, the consumer will “opt in” by downloading the Rowl mobile application to his or her phone and agreeing to receive notifications, but beyond that the consumers’ privacy is protected because the alerts do not require the disclosure of either a phone number or an email address. Push notifications appear as an alert in the message tray of the customer’s phone screen and can be acted on via messaging even if the Rowl app is not in use. Unlike other popular apps, there is no check-in required to activate either the user’s location or his or her interest in retrieving an offer or discount. Push notifications are used in our currently available mobile app.

Persistent Location – No Check-Ins Required. We dobelieve that a persistent location platform, not ~~expect~~check-ins, towill ~~pay~~release ~~any~~the ~~dividends~~potential of location-based services. For example, someone is walking in the vicinity of a coffee shop and a message appears on ~~our~~his ~~common~~or ~~stock~~her phone: "Come on in to the ~~foreseeable~~coffee ~~future~~shop (you're a few blocks away and here is a map to get there) and receive 50% off a cappuccino." ~~Payment~~ With ofthe ~~future~~check-in, ~~cash~~the ~~dividends~~coffee shop will beonly athave the ~~discretion~~ability ofto ~~our~~message ~~Board~~a ofconsumer ~~Directors~~based inon ~~accordance~~when ~~with~~he ~~applicable~~or ~~law~~she ~~after~~tells ~~taking~~the ~~into~~service ~~account~~his or ~~various~~her ~~factors,~~exact ~~including~~location. But ~~our~~what ~~financial~~is ~~condition,~~the ~~operating~~likelihood ~~results~~that, ~~current~~as ~~and~~the ~~anticipated~~consumer ~~cash~~is ~~needs~~walking, ~~plans~~he ~~for~~or ~~expansion~~she ~~and~~will ~~contractual~~check-in ~~restrictions~~to ~~with~~a ~~respect~~social media site? For the coffee shop or any other business to predictably message a potential customer when he or she is nearby, they are going to require access to the ~~payment~~customer’s oflocation ~~dividends~~on a persistent and continuous basis. Persistent location features are used in our currently available mobile app.

~~Securities Authorized for Issuance under Equity Compensation Plans~~8

~~The~~Location-Based ~~following~~Marketing. Compared to ~~table~~the ~~sets~~“daily ~~forth~~deal” providers, Rowl is expected to be more effective in reaching potential customers by pushing location-based offers that are triggered by the User’s precise location rather than by the city specified by the user as ofhis ~~December~~or 31her next closest deal-base. We believe that brands will be able to target consumers with offers based on their own marketing rules and campaign timing without having to share the revenue and customer information with a second party. Real-time reporting and analytics should enable the brand or retailer to use adaptive business rules to reach highly targeted consumers. Rather than a mobile megaphone, ~~2013~~Rowl will provide a targeted, ~~certain~~brand-specific ~~information~~marketing ~~related~~tool. Assuming the user is aware that he or she will be activating such access to ~~our~~his ~~compensation~~or ~~plans~~her ~~under~~mobile ~~which~~“inbox,” ~~shares~~it will provide a kind of ~~our~~“tell ~~common~~me ~~stock~~when…” system for consumers who are ~~authorized~~either ~~for~~cost-conscious ~~issuance~~or brand-loyal and who want to be alerted to special offers. For example, users might be alerted only at certain times of the day based on whether or not they have responded to an earlier campaign or even based on their proximity to retail locations, restaurants, and events. In that context, the easier and more flexible the marketer’s dashboard, the better the chances of success and the less this will look to the user like mobile spam.

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options Warrants and Rights			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in COLUMN A)
Equity compensation plans approved by security holders		15,000,000	(1)	$	0.025		---
Equity compensation plans not approved by security holders		0		$	0		0
Total		15,000,000		$	0.025		---

Rowl is expected to provide a replacement for daily deal emails that clutter Users’ inboxes and never get read. Because this targeting works through an app’s connection with the Internet, rather than via SMS or MMS, the platform can deliver rich media without the per-message costs, character or size limitations, and extensive approval process associated with SMS, MMS, and email-based marketing. And there are no carrier-related GPS costs because smart notification technology uses the phone’s internal locator beacon to persistently know consumer location.

~~(1)~~Adaptive ~~Represents~~Learning ~~outstanding~~Algorithm. This is a proprietary algorithm, ~~vested~~which will monitor and ~~unvested~~refine ~~shares~~the system’s filtering process to produce highly targeted promotions based on each individual’s tastes and preferences. Every promotional offer that will be sent by the merchant will include the quick press buttons “More like this” and “Less like this.” Based on the responses of ~~restricted~~the ~~stock~~shopper ~~options~~for ~~granted~~each ~~pursuant~~of the offers, the system will automatically tailor the User’s personal preferences to ~~our~~match ~~Amended~~his or ~~and~~her ~~Restated~~indicated ~~2010~~interest ~~Stock~~levels ~~Option~~by type of retailer, ~~Deferred~~promotional ~~Stock~~offer, ~~and~~day ~~Restricted~~of ~~Stock~~the ~~Plan~~week, time of day, etc.

~~Our~~Social ~~Board~~Media ofIntegration. For merchants ~~Directors~~with ~~adopted~~an ~~the~~existing ~~2010~~social ~~Stock~~networking ~~Option,~~profile ~~Deferred~~page ~~Stock~~or ~~and~~fan ~~Restricted~~page, ~~Stock~~our ~~Plan~~plan ~~(the~~is ~~“Plan”)~~that toour ~~provide~~technology ~~for~~will ~~the~~allow ~~issuance~~them ofto ~~non-qualified~~easily publish ~~and/or~~their ~~incentive~~offers ~~stock~~or ~~options~~email tomessages ~~employees, officers, directors~~ and ~~consultants~~related ~~and~~links ~~other~~to ~~service~~their ~~providers. The~~social ~~Plan~~networking ~~was~~site ~~subsequently~~news ~~amended~~feed onand ~~various~~wall ~~dates.~~directly ~~Generally, all options granted expire five to ten years~~ from within the ~~date~~Rowl ~~of grant~~application. When ~~Options generally vest over ten years. Effective July 1, 2012,~~ the ~~total~~link ~~number~~is ~~of shares of common stock reserved for issuance was reduced to 15~~shared,~~000,000~~ ~~shares,~~Rowl ~~subject~~will toautomatically ~~annual~~post ~~increases~~the ofoffer upor toemail anmessage ~~amount equal~~ to ~~15%~~a ofmessage archive ~~the~~center ~~outstanding~~and ~~fully-diluted~~then ~~shares~~track ofoffer ~~common~~redemptions ~~stock of the Company~~ and ~~any~~traffic ~~such~~activity. The ~~increase~~currently ~~cannot~~available beversion ~~made until the fully-diluted shares~~ of ~~common~~our ~~stock~~mobile app ~~outstanding~~integrates ~~exceeds~~with ~~100,000,000 shares~~Facebook.

OnProfessional ~~November~~Social ~~29,~~Networking ~~2012,~~Integration. With professional ~~the~~social ~~Company~~networking ~~entered~~integration, ~~into~~our aapp ~~consulting~~will ~~agreement~~allow ~~and~~merchants ~~in consideration of the consulting services, the Company agreed~~ to ~~grant~~easily ~~the~~publish ~~consultant~~their aoffers ~~non-qualified option~~ to ~~purchase~~their ~~2,100,000~~professional ~~shares~~social networking ofnews ~~the~~feed ~~Company’s~~directly ~~common~~from ~~stock~~within at the ~~exercise~~Rowl ~~price of $0~~application.10 When ~~per~~sharing ~~share.~~related ~~The~~message ~~option~~content, ~~shall~~our ~~become~~applications will ~~exercisable~~automatically atpost the ~~rate~~merchants’ ofmessages ~~300,000~~to ~~shares~~their ~~upon~~message ~~execution~~archive ~~of the agreement~~ and ~~150,000~~track ~~shares~~visitor ~~every~~activity ~~three~~or ~~months,~~coupon ~~commencing on the date of the agreement~~redemptions. ~~These options were granted outside of our 2010 Stock Option Plan.~~

8Rowl Web App

~~Recent~~Event ~~Sales~~Creation ofWizard. If and ~~Unregistered~~when ~~Securities~~developed, we expect it to be a comprehensive, easy-to-use interface that enables subscribers to create and edit events. Through intuitive controls, subscribers can readily change colors, fonts, borders, and backgrounds and insert images and logos to help ensure that their messages or offerings appear polished and professional. The wizard operates on a “what-you-see-is-what-you-get” basis whereby a subscriber can change content quickly and view the offer or message prior to launching.

~~Common~~Professionally ~~Stock~~Developed Templates. These will be pre-designed offer and message forms that are designed to help subscribers quickly create attractive and professional campaigns. These templates will provide ideas about the kinds of offers, messages, and emails subscribers can send, promotions, and announcements, and will demonstrate, through the use of color and format, the creativity and professionalism of a potential campaign. An advanced editing functionality will enable subscribers to easily modify the templates. We also plan to provide templates designed to appeal to specific products and services. For example, we will include a coupon template for a 25% discount or a ‘buy-one-get-one-free’ offer to promote a restaurant while another retail messaging template can be used to promote a new line of men’s apparel.

During the year ended December 31, 2013, stockholders’ equity consisted of the following transactions: (1) the issuance to investors in a private placement, in consideration of $1,944,125, of an aggregate 7,776,500 shares of the Company’s common stock in conjunction with the sale of units consisting of common stock and warrants which had a value of $0.25 per unit, (2) the issuance of warrants to purchase 7,776,500 shares of the Company’s common stock in connection with the private placement, the fair value of which was determined to be $322,317, (3) the issuance of an aggregate 1,933,886 shares of the Company’s common stock with a value of $407,143 for consulting services, (4) the issuance of 898,200 shares of the Company’s common stock with a value of $186,736 in payment of settlement of accounts payable, (5) 806,250 vested warrants with a value of $68,142 for consulting services, (6) the issuance of an aggregate 638,463 shares of the Company’s common stock with a value of $133,908 for software development, and (7) 412,880 vested warrants with a value of $36,379 for software development.9

~~Preferred~~Security ~~Stock~~and Privacy. We expect to protect our subscribers’ data at the highest level possible. We do not intend to use our subscribers’ confidential information, including their customer/contact lists, except in the delivery of our product, nor will we share, sell, or rent this information. In addition, we will require that our business subscribers adopt a privacy policy to assist them in complying with government regulations and marketing best practices.

~~The~~Tracking ~~Company~~and ~~also~~Reporting. We plan ~~issued~~that ~~26.75~~the ~~units~~tracking ofand ~~its~~reporting ~~Series~~feature Awill ~~Preferred~~monitor ~~Stock~~and atanalyze ~~$30,000~~merchant ~~per~~promotions ~~unit. Each~~and ~~unit~~shopper ~~consists~~redemptions ofand ~~(1)~~tailor ~~120,000~~recommendations for ~~shares~~a ofpromotion ~~Series~~based Aon ~~Preferred~~previous ~~Stock,~~campaigns and ~~(2)~~concurrent ~~warrants~~campaigns ~~to purchase 120,000 shares~~ of ~~Company’s~~other ~~common~~nearby ~~stock~~retailers at(on an ~~exercise~~anonymous ~~price~~basis) ofwho ~~$0.50~~have the ~~with~~same ~~immediate~~business ~~vesting~~but ~~and~~are 5located ~~years~~in todifferent ~~exercise. Total~~geographic ~~consideration~~regions ~~from~~or ~~issuance~~experience ofcomparable ~~units~~social ~~amounted~~and todemographic ~~$802,500~~dynamics. ~~The~~This feature ~~Company~~will ~~issued~~use ~~warrants~~the toCompany’s ~~purchase~~patent-pending ~~3,210,000~~adaptive ~~shares~~learning ofalgorithm ~~the~~to ~~Company’s~~monitor ~~common~~and ~~stock~~refine incriteria ~~conjunction~~for ~~with~~optimized ~~the~~promotional offers ~~sale~~or ofdiscount ~~units~~coupons ~~and~~based ~~the~~on ~~fair~~redemption ~~value~~rates ofand ~~the~~other ~~warrants~~socio-economic ~~was~~statistics ~~determined~~gathered toover betime ~~$135,141~~and from neighboring businesses.

~~The~~We ~~sales~~plan ofto ~~securities~~monetize ~~identified~~our ~~above~~customer ~~were~~relationships by ~~exempt~~offering ~~from~~premium ~~the~~levels ~~registration requirements~~ of ~~the~~our ~~Securities~~advertising ~~Act pursuant to Section 4(2) thereof~~ and ~~the~~analysis-driven ~~rules~~marketing ~~promulgated~~service ~~thereunder. The investors represented~~ to usbrands ~~that they were accredited investors~~ and ~~were~~retailers ~~acquiring~~by ~~the~~charging ~~shares~~subscription fees. As ~~for~~a ~~investment purposes and not for distribution~~subscriber, ~~that~~the ~~they~~business ~~could~~customer ~~bear~~will ~~the~~have ~~risks~~access ofto ~~the~~contact ~~investment~~list and ~~could~~offer ~~hold~~management ~~the~~tools ~~securities~~which ~~for~~are anexpected to ~~indefinite~~enable ~~period of time. The investors received written disclosures that~~ the ~~securities~~subscriber ~~had~~to ~~not~~target ~~been~~or ~~registered~~segment ~~under~~contacts ~~the Securities Act~~ and ~~that~~consumers ~~any~~for ~~resale~~all ~~must be made pursuant to a registration~~ or anspecific ~~available~~campaigns ~~exemption~~and ~~from~~monitor ~~such~~delivery ~~registration.~~and ~~The sales~~ redemption of ~~the~~promotions ~~foregoing securities were made without any form of general solicitation or advertising~~ and ~~all~~coupons. Unsubscribe ofrequests ~~the~~are ~~foregoing~~automatically ~~securities~~processed ~~are~~to ~~deemed~~help ~~restricted~~ensure ~~securities~~ongoing ~~for~~compliance ~~purposes~~with ofgovernment regulations ~~the~~and ~~Securities~~marketing ~~Act~~best practices.

~~ITEM 6. SELECTED FINANCIAL DATA~~Industry

~~We are not required to provide the information required by this Item because we are a smaller reporting company.~~Background

~~ITEM~~The 7convergence of several key trends is driving the growth of the mobile app economy and fundamentally changing the way that users consume content on their mobile connected devices. ~~MANAGEMENT’S~~We ~~DISCUSSION~~believe ~~AND~~these ~~ANALYSIS~~trends OFwill ~~FINANCIAL~~continue ~~CONDITION~~to ~~AND~~create ~~RESULTS~~a OFsignificant ~~OPERATIONS~~opportunity for mobile advertising. These trends include:

~~The~~● ~~following~~Adoption ~~discussion~~of ~~should~~faster beand ~~read~~more infunctional ~~conjunction~~mobile ~~with~~connected ~~our~~devices. ~~financial~~Driven ~~statements~~by ~~for~~intuitive ~~the~~user ~~fiscal~~interfaces, ~~years~~increased ~~ended~~functionality, ~~December~~faster 31processing speeds, ~~2013~~better graphics processors, and ~~2012~~advanced display technologies with touch capabilities, it has become possible to deliver innovative, interactive, and ~~the~~engaging ~~related~~consumer ~~notes~~media ~~included~~experiences ~~therein~~on a wide variety of mobile connected devices.

~~Overview~~● Widespread access to faster wireless networks facilitates consumer consumption of content. With the growth of mobile connected devices, consumers increasingly expect to have a high-quality online experience everywhere. Expansion of worldwide 3G network penetration, the rise of next-generation networks, such as 4G, and ~~Recent~~the ~~Developments~~prevalence of Wi-Fi access are facilitating the consumption of content on mobile connected devices. The combination of increased network access and faster network technologies is enabling the development of rich media content, presenting new opportunities in the mobile ecosystem.

We● ~~are~~Mobile ausage ~~development~~has ~~stage~~disrupted ~~company~~how ~~located~~content inis ~~Santa Monica, California~~consumed. ~~Following~~Consumers ~~our transition to a new line of business resulting from the transactions described below, we~~ are ~~currently~~increasingly ~~developing~~using ~~and~~their ~~marketing a location-based social networking and~~ mobile ~~advertising~~devices ~~platform~~instead ~~that~~of ~~helps~~personal ~~connect~~computers ~~people~~or toother ~~people~~traditional ~~and~~media ~~businesses~~ to ~~consumers~~access content. WeMobile ~~were~~devices ~~formed~~have inbecome ~~July~~an ~~2010~~increasingly asimportant apart ~~wholly-owned subsidiary~~ of ~~uKarma.~~daily ~~uKarma~~life, ~~developed~~with ~~and~~users ~~marketed~~relying ~~proprietary~~on ~~branded~~mobile ~~personal~~connectivity ~~health~~to ~~and~~read ~~wellness~~newspapers, ~~products~~magazines, ~~including~~and ablogs, ~~proprietary~~watch ~~branded~~movies, ~~fitness~~play ~~DVD~~games, ~~series~~check ~~(Xflowsion).~~sports ~~On June 20~~scores, ~~2011~~shop, wemonitor ~~changed~~weather ~~our~~forecasts, ~~name~~conduct tobanking ~~OverNear~~transactions, ~~Inc.~~find maps and ~~added~~directions, ~~the~~and ~~mobile~~listen ~~platform~~to ~~portion~~online ofradio ~~our business~~stations.

On● ~~August~~Growth 9,of ~~2010,~~the ~~uKarma’s~~mobile ~~operating~~app ~~health~~economy. ~~and~~Developers ~~wellness~~have ~~business’~~created ~~assets,~~apps ~~including~~as ~~its~~an ~~Xflowsion~~easy, ~~DVD series~~intuitive, and ~~liabilities~~interactive ~~were~~way ~~transferred~~to ~~into~~instantly ~~the~~deliver ~~Company~~content ~~pursuant~~on tomobile adevices. ~~Contribution~~Emerging ~~Agreement~~technologies, such as improvements in ~~anticipation~~computer ofprogramming ~~being~~languages ~~spun~~for structuring and presenting Web-~~off~~based tocontent, ~~uKarma’s~~have ~~shareholders~~allowed ofapp ~~record~~developers asto ofharness ~~August~~the ~~12,~~increasing ~~2010~~processing onpower aand ~~pro-rata~~functionality ~~basis.~~of ~~uKarma~~mobile ~~subsequently~~devices ~~changed~~and ~~its~~faster ~~name~~networks to ~~Innolog~~deliver ~~Holdings~~more ~~Corporation~~engaging media to users.

~~Critical~~● ~~Accounting~~Advertising ~~Policies~~industry is being disrupted by mobile advertising. Traditional advertising media, such as billboards, newspapers, magazines, radio, and ~~Estimates~~television, often suffer from a number of inherent limitations, including limited ability to target specific audiences, limited ability to measure audience reach and, in some cases, limited geographic range. As consumers spend more time online with personal computers, or PCs, digital advertising has proven to be more effective because it allows for user interaction, provides better measurement, and achieves expanded audience reach. However, even PC-based digital advertising suffers from a number of significant limitations with respect to personalization, accessibility, and location-based targeting, all of which can be provided through mobile advertising.

Our management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions.10

~~The~~Complexities ~~following~~of ~~accounting~~Mobile ~~policies, which are also described in Note 2 to our financial statements, are critical to aid the reader in fully understanding and evaluating this discussion and analysis:~~Advertising

~~Development~~Despite ~~Stage~~the ~~Enterprise: The~~growing ~~Company~~market isopportunity for amobile ~~development~~advertising, ~~stage~~companies ~~company as defined~~ in ~~Financial~~our ~~Accounting~~industry ~~Standards~~must ~~Board~~address ~~(FASB)~~several ~~Accounting~~complexities ~~Standards~~and ~~Codification~~challenges ~~(ASC)~~in ~~915,~~order ~~“Development Stage Entities”. The Company is devoting substantially all of its present efforts~~ to ~~design~~effectively ~~and develop a location-based social networking and~~ deliver mobile advertising platform and its planned principal operations have not yet commenced. The Company has not generated any significant revenues from operations and has no assurance of any future revenues. All losses accumulated since July 22solutions, ~~2010, have been considered as part of the Company’s development stage activities.~~including:

~~Revenue~~● ~~Recognition:~~fragmentation ~~The~~of ~~Company~~the ~~generally~~mobile ~~recognizes~~ecosystem ~~product~~caused ~~revenue~~by ~~when~~a ~~persuasive~~wide ~~evidence~~diversity of andevice ~~arrangement exists~~types, ~~delivery~~numerous ~~has~~operating ~~occurred~~systems, ~~the~~and ~~fee~~varied isdelivery ~~fixed or determinable,~~ and ~~collectability~~user isengagement ~~probable. There was no revenue during each of the years ended December 31, 2013 and 2012.~~mechanisms;

~~Software~~● ~~Development~~limitations ~~Costs:~~in ~~Research~~using ~~and~~traditional ~~development~~identification ~~costs~~techniques ~~are~~typically ~~charged~~used to expense as incurred. However, the costs incurred for the development of computer software that will be sold, leased, or otherwise marketed are capitalized when technological feasibility has been established. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Amortization of capitalized software development costs begins when the product is available for general release to customers and revenues are generated. Amortization is computed as the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product. As of December 31, 2013 and 2012, the Company had capitalized software development costs of $710,200 and $499,089, respectively, for the development of a locationPC-based ~~social~~Web ~~networking~~advertising, ~~mobile~~such ~~application.~~as "cookies";

~~During~~● ~~the~~difficulty ~~years~~in ~~ended~~predicting ~~December~~user 31behavior, ~~2013,~~including ~~and~~when ~~2012,~~ and ~~for~~where ~~the~~a ~~period~~user ~~from~~will ~~inception~~be ~~(July~~consuming ~~22,~~content ~~2010)~~on toa ~~December~~mobile ~~31, 2013, the Company incurred research and development costs of $337,241, $0, and $337,241, respectively.~~device;

9● varying connection quality that a mobile device may have at any given time; and

~~Impairment~~● ofdifficulties ~~long-lived~~measuring ~~assets:~~performance ~~The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount~~ of anads ~~asset may not be recoverable. In the event that facts~~ and ~~circumstances~~user ~~indicate~~interactions ~~that~~with ~~the~~them ~~cost~~on ofmobile ~~any~~connected ~~long-lived assets may be impaired, an evaluation of recoverability is performed~~devices. Due to the uncertainty regarding the Company’s ability to monetize the fitness DVD series inherited from its former parent uKarma, management determined that the related remaining production costs, prepaid royalties, and inventory were impaired and recorded an impairment loss of $110,992 for the period from inception (July 22, 2010) to December 31, 2013. There were no impairment losses during the years ended December 31, 2013 and 2012.

~~Patents~~Needs ~~and trademark: Patents and trademarks are recorded at cost. Amortization is computed using the straight-line method over the estimated useful lives~~ of ~~the~~Mobile ~~assets once they are awarded. Patents have not yet been awarded.~~Advertisers

~~Income~~Advertisers, ~~Taxes:~~to ~~Deferred~~achieve ~~income~~their ~~taxes~~business objectives ~~are recognized for the tax consequences~~ in ~~future years of differences between~~ the ~~tax~~mobile ~~bases~~app ofcontext, ~~assets~~require ~~and~~scale, ~~liabilities and their financial statement reported amounts at each period end~~reach, ~~based on enacted tax laws~~ and ~~statutory tax rates applicable to~~ the ~~periods~~ability ~~in which the differences are expected~~ to ~~affect~~target ~~taxable~~and ~~income.~~engage ~~Valuation~~specific ~~allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized~~audiences. Advertisers need ~~The~~solutions ~~provision~~that ~~for~~help ~~income~~optimize ~~taxes~~their ~~represents~~investment ~~the~~by ~~tax~~delivering ~~expense~~effective ~~for~~campaigns ~~the~~across ~~period,~~multiple ifdevices ~~any,~~ and ~~the~~operating ~~change~~systems, maximizing ~~during~~ the ~~period~~number inof ~~deferred~~potential ~~tax~~consumers ~~assets~~the ~~and~~campaigns ~~liabilities. At December 31~~reach, ~~2013~~ and ~~2012,~~then measuring the ~~Company~~effectiveness ~~has~~of ~~established~~those ~~a full reserve against all deferred tax assets~~campaigns.

A tax benefit from an uncertain position is recognized only if it is “more likely than not” that the position is sustainable upon examination by the relevant taxing authority based on its technical merit.Employees

~~Net~~As ~~Loss~~of ~~Per~~December ~~Share:~~31, ~~The~~2014 ~~Company~~we ~~applies~~had ~~FASB~~twelve ~~ASC 260~~employees, all ~~“Earnings per Share.” Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number~~ of ~~common~~whom ~~shares~~were ~~outstanding~~full-time. ~~Diluted~~Subsequent ~~earnings (loss) per share is computed similar~~ to ~~basic~~year ~~earnings~~end, ~~(loss)~~due ~~per share except that the denominator is increased~~ to ~~include~~strategic ~~additional~~changes ~~common~~and ~~shares~~budgetary ~~available~~constraints, ~~upon~~certain ~~exercise~~ of ~~stock~~our ~~options~~employees were ~~and~~terminated. ~~warrants~~Accordingly, ~~using~~as ~~the~~of ~~treasury~~March ~~stock~~31, ~~method~~2015, ~~except~~we ~~for~~have ~~periods~~three ~~for~~full ~~which~~time ~~no common share equivalents are included because their effect would be anti-dilutive~~employees.

~~Stock~~Recent Based Compensation: The Company applies FASB ASC 718, “Stock Compensation,” when recording stock based compensation. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. Generally, all options granted expire ten years from the date of grant. Compensation expense in the amount of $296,100, $260,225, and $871,325 related to stock option grants were recognized for each of the years ended December 31, 2013 and 2012, and for the period from inception (July 22, 2010) to December 31, 2013, respectively.Developments

~~The~~In ~~Company~~the ~~accounts~~first ~~for~~quarter ~~stock~~of ~~issued~~2014, tothe ~~non-employees~~Company issued in2,000,000 ~~accordance~~units ~~with the provisions~~ of ~~FASB~~Series ~~ASC~~B ~~505-50~~Preferred ~~“Equity~~Stock ~~Based Payments~~ to ~~Non-Employees.”~~our ~~FASB~~two ~~ASC~~sole ~~505-50~~officers ~~states~~and ~~that~~directors, ~~equity~~Fred ~~instruments~~E. ~~that~~Tannous ~~are~~and ~~issued~~Bill inGlaser. ~~exchange~~Each holder ~~for~~of ~~the~~outstanding ~~receipt~~shares of ~~goods~~Series orB ~~services~~Preferred ~~should~~Stock shall be ~~measured~~entitled atto ~~the~~one ~~fair~~hundred ~~value~~(100) ofvotes ~~the~~for ~~consideration~~each ~~received~~share ~~or the fair value~~ of ~~the~~Series B ~~equity~~Preferred ~~instruments~~Stock ~~issued,~~held ~~whichever~~on isthe ~~more~~record ~~reliably measurable. The measurement~~ date ~~occurs~~for ~~as of~~ the ~~earlier~~determination of ~~(a)~~stockholders ~~the~~entitled ~~date~~to atvote ~~which a performance commitment is reached or (b) absent a performance commitment, the date~~ at ~~which~~each ~~the~~meeting ~~performance necessary~~ to ~~earn~~stockholders of the ~~equity instruments is complete (that is, the vesting date)~~Company.

~~Emerging~~The ~~Growth~~Company released its mobile application on September 4, 2014 which prior to that date was in development. Upon the date of release to customers, the Company had capitalized $710,200 in costs. The software will be amortized over its estimated useful life of 3 years.

WeEmerging ~~are~~Growth an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. 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 are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.Company

~~Results~~The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of ~~Operations~~2012 (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote of shareholders on executive compensation and any golden parachute payments not previously approved.

~~Comparison of Fiscal Years ended December 31, 2013 and December 31, 2012~~11

~~Sales~~The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. WeThis ~~had~~election allows nous ~~sales~~to ~~during~~delay the ~~fiscal~~adoption ~~years~~of ~~2013~~new or revised accounting standards that have different effective dates for public and ~~2012~~private companies until those standards apply to private companies. We ~~did~~As ~~not~~a ~~sell~~result of this election, our ~~Xflowsion~~financial ~~DVDs~~statements ~~while~~may ~~developing~~not ~~our~~be ~~mobile~~comparable to ~~app~~companies ~~software~~that ~~and~~comply ~~business~~with ~~strategy~~public company effective dates.

10We will remain an “emerging growth company” for up to five years following our initial public offering, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30.

~~Gross~~To ~~Profit. We~~the ~~had~~extent nothat ~~gross~~we ~~profit~~continue ~~during~~to ~~each~~qualify as ofa “smaller reporting company”, as such term is defined in Rule 12b-2 under the ~~fiscal~~Securities ~~years~~Exchange ~~ended~~Act ~~December~~of 311934, after ~~2013~~we ~~and~~cease ~~2012~~to qualify as an emerging growth company, certain of the exemptions available to us as wean ~~had~~emerging nogrowth ~~sales~~company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.

~~Selling,~~ITEM ~~General and Administrative (SGA)~~1A. ~~During~~ ~~the~~RISK ~~year ended December 31, 2013, our SGA expenses were $2,184,216, while total SGA expenses during the year ended December 31, 2012 were $1,773,099 representing an increase of over 23%~~FACTORS. ~~The increase is mostly attributed to accounting, consulting, legal fees and other general expenses.~~

~~Research~~No ~~and~~disclosure ~~development~~is ~~- During~~required ~~the~~by ~~year~~smaller ~~ended~~reporting ~~December 31, 2013, our research and development expenses were $337,241 due to research and development activities related to software development~~companies. ~~There were no research and development activities expensed during corresponding period in 2012.~~

~~Net~~ITEM ~~Loss. We had a net loss of $~~2~~,519,263 during the fiscal year ended December 31, 2013 compared to a net loss of $1,764,894 in the fiscal year 2012~~. ~~The~~ ~~net loss was higher due to increased operating expenses during 2013~~PROPERTIES.

~~LIQUIDITY~~We currently have four office leases. The first is for an office located at 501 Santa Monica Blvd, Santa Monica, CA 90401. On July 22, 2014, we entered into a three (3) year three (3) month lease commencing on August 15, 2014 and concluding in November 2017. The lease required a deposit of $35,000 and fees ranging from $10,345 to $11,305 per month. As of March 2, 2015, the Company has sub-leased this space with monthly fees equal to the lease cost. We have a second office located at 1460 4th St., Santa Monica, California 90401. On April 16, 2013 we entered into a two-year office lease with SM Promenade LLC for this office, the term of which began on May 15, 2013. The monthly fee is $4,386 per month for the first year and $4,517 for the second year. The Company has sub-leased this office to a third-party with monthly fees equal to the lease cost. We leased a third facility located at 405 Via Chico, Palos Verdes Estates, CA 90274 in March 2015. The lease is for one (1) year for $500 per month. On March 13, 2015, the Company entered into a forth lease agreement for office space at 9595 Wilshire Blvd, Suite 900, Beverly Hills, CA 90212. The lease agreement is for one (1) year at $1,817 per month.

~~Cash~~ITEM ~~Flows~~3. LEGAL PROCEEDINGS.

~~Comparison~~We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of ~~December~~operations. 31There is no action, ~~2013~~suit, ~~and~~proceeding, ~~December~~inquiry 31or investigation before or by any court, ~~2012~~public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

~~Net~~ITEM ~~cash used in operating activities was $1,883,910 for the year ended December 31, 2013 while net cash used in operating activities was $1,199,211 for the year ended December 31, 2012~~4. ~~The~~MINE ~~increase~~SAFETY ~~in cash used in operating activities is due primarily to fees related to software development and other services provided by consultants and an increase in net loss~~DISCLOSURES.

~~Net~~Not ~~cash~~applicable ~~used~~to ~~in investing activities was $190,342 for~~ the ~~year ended December 31, 2013 while net cash used in investing activities was $422,525 for the year ended December 31, 2012~~Company. ~~The decrease in cash used in investing activities is primarily due to additional cost incurred for software development in 2012.~~

Net cash provided by financing activities was $2,096,625 for the year ended December 31, 2013 while net cash provided by financing activities was $1,589,900 for the year ended December 31, 2012. The increase in cash flow from financing activities is due to proceeds from the issuance of our securities in private placement offerings.12

11PART II

AsMarket of December 31, 2013, we had positive working capital of $29,411. To satisfy current working capital needs, we raised $1,944,125 through private placements of our securities during 2013. There is no guarantee that we will be able to meet current working capital needs if we do not receive additional infusions of cash through loans, stock sales, revenues, or other sources. We expect to incur substantial losses over the next two years.Information

AsThere ofis ~~December~~currently ~~31,~~no ~~2013,~~market wefor ~~had~~our ~~cash~~common ofstock ~~$172,532. We have obtained additional capital through an equity financing and intend to obtain additional capital through debt~~ or ~~equity financings~~preferred stock. ~~Subsequent to the year-end, and as part of the current private placement offering of our equity securities, so far we have raised an additional $1,226,000.~~

~~On February 14, 2014, the Securities and Exchange Commission declared our registration statement on Form S-1 effective.~~Holders

WeAs ~~plan to engage outside contractors and consultants who are willing to be paid in stock rather than cash or a combination~~ of ~~stock~~April ~~and cash. Expenses incurred that cannot be paid in stock~~13, ~~such as auditor's fees~~2015, ~~will~~there bewere ~~paid~~approximately 221 inshareholders ~~cash. There~~of ~~are~~record nowho ~~assurances~~hold ~~that~~an weaggregate ~~will~~of ~~be able to meet our capital requirements or that our capital requirements will not increase. If we are unable to raise necessary capital to meet our capital requirements~~80,521,713 weshares ~~may~~of ~~not~~common bestock ~~able~~issued ~~to successfully develop~~ and ~~market our location-based social networking and mobile advertising service~~outstanding.

~~Our~~Dividend financial statements were prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. In the near term, we expect operating costs to continue to exceed funds generated from operations. As a result, we expect to continue to incur operating losses, and the operations in the near future are expected to continue to use working capital.Policy

~~Our~~We ~~management~~do isnot ~~actively~~expect ~~seeking financing~~ to ~~continue~~pay ~~the~~any ~~development~~dividends of on our ~~location-based~~common ~~mobile~~stock ~~platform~~in ~~and once~~ the ~~platform~~foreseeable ~~is developed, to launch it~~future. Payment ~~Our~~of ~~ability~~future tocash ~~continue~~dividends aswill abe ~~going~~at ~~concern is dependent on our ability to meet our financing arrangements and~~ the ~~success~~discretion of our ~~future~~Board of ~~operations.~~Directors ~~The~~in ~~financial~~accordance ~~statements~~with doapplicable ~~not~~law ~~include~~after ~~any~~taking ~~adjustments~~into ~~that~~account ~~might~~various befactors, ~~necessary~~including ifour wefinancial ~~are~~condition, ~~unable~~operating results, tocurrent ~~continue~~and asanticipated acash ~~going~~needs, ~~concern.~~plans ~~The~~for ~~report~~expansion ~~from~~and ~~our~~contractual ~~independent~~restrictions ~~registered~~with ~~public~~respect ~~accounting firm states that there is substantial doubt about our ability~~ to ~~continue~~the aspayment aof ~~going concern~~dividends.

~~CONTRACTUAL~~Securities ~~OBLIGATIONS~~Authorized ~~AND~~for ~~OFF-BALANCE~~Issuance ~~SHEET~~under ~~ARRANGEMENTS~~Equity Compensation Plans

~~Contractual~~The ~~Obligations~~following table sets forth, as of December 31, 2014, certain information related to our compensation plans under which shares of our common stock are authorized for issuance.

We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates provided below. We cannot provide certainty regarding the timing and amounts of payments.

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options Warrants and Rights			Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in COLUMN A)
Equity compensation plans approved by security holders		15,000,000	(1)	$	0.025		—

Equity compensation plans not approved by security holders		51,327,500		$	0.38		—

Total		66,327,500		$	0.030		—

~~The~~(1) ~~following~~Represents ~~table~~outstanding, ~~summarizes~~vested and unvested shares of restricted stock options granted pursuant to our ~~contractual~~Amended ~~obligations~~and asRestated of2010 ~~December~~Stock 31Option, ~~2013~~Deferred Stock and Restricted Stock Plan.

	Payments Due by Period
	Total		Less than 1 year		1-3 Years		3-5 Years		5 years +
Contractual Obligations:
Legal Settlement Payable	$	68,750	$	68,750	$	―		―		―
Employment Agreements	$	1,099,000	$	495,000	$	604,000	$	―		―
Office Lease	$	74,000	$	53,000		21,000		―		―

Our Board of Directors adopted the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) to provide for the issuance of non-qualified and/or incentive stock options to employees, officers, directors and consultants and other service providers. The Plan was subsequently amended on various dates. Generally, all options granted expire five to ten years from the date of grant. Options generally vest over ten years. Effective July 1, 2012, the total number of shares of common stock reserved for issuance was reduced to 15,000,000 shares, subject to annual increases of up to an amount equal to 15% of the outstanding fully-diluted shares of common stock of the Company and any such increase cannot be made until the fully-diluted shares of common stock outstanding exceeds 100,000,000 shares.

~~Off-Balance Sheet Arrangements~~13

WeOn ~~have~~November ~~not~~29, ~~entered~~2012, ~~into~~the ~~any~~Company ~~other~~entered into ~~financial~~a ~~guarantees~~consulting oragreement ~~other~~and ~~commitments~~in toconsideration ~~guarantee~~of the ~~payment~~consulting ~~obligations~~services, ofthe ~~any~~Company ~~third~~agreed ~~parties.~~to Wegrant ~~have~~the ~~not~~consultant ~~entered~~a ~~into~~non-qualified option ~~any derivative contracts that are indexed~~ to ~~our~~purchase 2,100,000 shares ~~and~~of ~~classified~~the ~~as stockholders~~Company’s ~~equity~~common orstock ~~that~~at ~~are~~the ~~not~~exercise ~~reflected~~price inof ~~our~~$0.10 ~~financial~~per ~~statements~~share. ~~Furthermore,~~ weThe dooption ~~not~~shall become ~~have~~exercisable ~~any~~at ~~retained~~the orrate ~~contingent~~of ~~interest~~300,000 inshares ~~assets~~upon ~~transferred~~execution toof anthe ~~unconsolidated~~agreement ~~entity~~and ~~that serves as credit~~150,000 ~~liquidity~~shares orevery ~~market~~three ~~risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing~~months, ~~liquidity,~~commencing on ~~market~~the ~~risk~~date orof ~~credit~~the ~~support~~agreement. toThese usoptions orwere ~~engages~~granted inoutside ~~leasing,~~of ~~hedging~~our or2010 ~~research~~Stock ~~and~~Option ~~development services with us~~Plan.

~~ITEM~~During 7A2014, the Company issued 5,978,000 stock options to various employees for services to be rendered. ~~QUANTITATIVE~~ ~~AND~~These ~~QUALITATIVE~~options ~~DISCLOSURES~~had ~~ABOUT~~exercise ~~MARKET~~prices ~~RISK~~ranging from $0.10 - $0.40 per share and vest over a range of 2-3 years. These options were granted outside of our 2010 Stock Option Plan.

~~Not~~Recent ~~applicable.~~Sales of Unregistered Securities

12Common Stock

~~ITEM~~During ~~8. FINANCIAL~~the ~~STATEMENTS~~year ~~AND~~ended ~~SUPPLEMENTARY~~December ~~DATA.~~31, 2014, stockholders’ equity consisted of the following transactions:

~~Our~~· ~~financial~~The ~~statements~~issuance ~~for~~of ~~the~~13,584,000 ~~fiscal~~shares ~~years~~of ~~ended~~the ~~December~~Company’s ~~31,~~common ~~2013~~stock ~~and~~along ~~2012~~with 13,584,000 ~~and~~warrants ~~for~~exercisable ~~the~~at ~~period~~$0.25 ~~from~~per ~~inception~~warrant ~~(July~~for ~~22,~~consideration ~~2010)~~of ~~to December 31~~$3, ~~2013~~396,000. ~~begin~~The onwarrants ~~the~~fair ~~following~~value ~~page,~~was ~~starting~~determined ~~with~~to ~~page~~be ~~F-1~~$546,733.

~~OverNear~~· The issuance of 62,500 ~~Inc~~shares of the Company’s common stock for $25,000 to one accredited investor.

~~Index~~· toThe ~~Financial~~issuance ~~Statements~~of an aggregate 1,272,005 shares of the Company’s common stock with a value of $314,005 for consulting related services.

	Pages
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of December 31, 2013 and 2012	F-3
Statements of Operations for the Years Ended December 31, 2013 and 2012, and for the period from inception (July 22, 2010) to December 31, 2013	F-4
Statement of Stockholders’ Equity (Deficit) for the period from inception (July 22, 2010) to December 31, 2013	F-5
Statement of Cash Flows for the Years Ended December 31, 2013 and 2012, and for the period from inception (July 22, 2010) to December 31, 2013	F-6
Notes to the Financial Statements	F-8

The issuance of an aggregate 226,966 shares of the Company’s common stock with a value of $47,444 for software development related services.

~~F-1~~· The issuance of 3,789,000 warrants for services, which will be valued as vesting takes place.

~~REPORT~~· OFThe ~~INDEPENDENT~~issuance ~~REGISTERED~~of ~~PUBLIC~~5,978,000 ~~ACCOUNTING~~options ~~FIRM~~to employees, with a total valuation of approximately $781,000.

~~The~~Preferred ~~Board of Directors and Stockholders~~Stock

~~OverNear~~The Company issued 2,000,000 ~~Inc~~shares of Series B preferred to our two sole officers and directors, Fred E. Tannous and Bill Glaser, with an assessed fair value of $2,000. Each Series B preferred stock share is entitled to the equivalent of 100 votes of common stock.

WeThe ~~have~~sales ~~audited~~of ~~the~~securities ~~accompanying~~identified ~~balance~~above were ~~sheets~~exempt from the registration requirements of ~~OverNear,~~the ~~Inc.~~Securities Act pursuant to Section 4(2) thereof and the ~~“Company”)~~rules aspromulgated there ofunder. ~~December~~The ~~31,~~investors ~~2013~~represented ~~and~~to ~~2012~~us that they were accredited investors and were acquiring the ~~related~~shares ~~statements~~for ofinvestment ~~operations,~~purposes and ~~stockholders’~~not ~~equity~~for ~~(deficit)~~distribution, ~~and~~that ~~cash~~they ~~flows~~could ~~for~~bear ~~each~~the risks of the ~~years~~investment inand could hold the ~~two-year~~securities for an indefinite period of ~~ended~~time. ~~December~~The ~~31,~~investors ~~2013,~~received ~~and~~written ~~for~~disclosures that the ~~period~~securities ~~from~~had ~~inception~~not ~~(July~~been ~~22,~~registered ~~2010)~~under the Securities Act and that any resale must be made pursuant to ~~December~~a ~~31,~~registration ~~2013.~~or ~~These~~an ~~financial~~available ~~statements~~exemption ~~are~~from ~~the~~such ~~responsibility~~registration. The sales of the ~~Company’s~~foregoing securities ~~management.~~were ~~Our~~made ~~responsibility~~without isany toform ~~express~~of angeneral ~~opinion~~solicitation onor ~~these~~advertising ~~financial~~and ~~statements~~all ~~based~~of onthe ~~our~~foregoing ~~audits~~securities are deemed restricted securities for purposes of the Securities Act.

WeITEM ~~conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)~~6. ~~Those~~ ~~standards~~SELECTED ~~require~~FINANCIAL that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our 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.DATA

InWe ~~our~~are ~~opinion,~~not ~~the~~required ~~financial statements referred~~ to ~~above~~provide ~~present fairly, in all material respects,~~ the ~~financial~~information ~~position~~required ofby ~~the~~this Item ~~Company~~because aswe ofare ~~December~~a ~~31,~~smaller ~~2013~~reporting and 2012, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2013, and for the period from inception (July 22, 2010) to December 31, 2013, in conformity with accounting principles generally accepted in the United States of Americacompany.

~~The~~ITEM ~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern~~7. As more fully described in Note 3 to the financial statements, the Company has incurred substantial losses from operations and the Company may not have sufficient working capital or outside financing available to meet its planned operating activities over the next twelve months. These conditions raise substantial doubt about the CompanyMANAGEMENT’sS ~~ability~~DISCUSSION toAND ~~continue~~ANALYSIS asOF aFINANCIAL ~~going~~CONDITION ~~concern.~~AND ~~Management’s~~RESULTS ~~plans~~OF ~~regarding these matters are described in Note 3~~OPERATIONS. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~/s/~~The ~~Gumbiner~~following ~~Savett~~discussion ~~Inc~~should be read in conjunction with our financial statements for the years ended December 31, 2014 and 2013 and the related notes included therein.

~~Santa Monica, California~~14

~~March~~Overview ~~31,~~and ~~2014~~Recent Developments

FWe are an emerging company located in Los Angeles, California. Following our transition to a new line of business resulting from the transactions described below, we are currently developing and marketing a location-2based social networking and mobile advertising platform that helps connect people to people and businesses to consumers. We were formed in July 2010 as a wholly-owned subsidiary of uKarma. uKarma developed and marketed proprietary branded personal health and wellness products, including a proprietary branded fitness DVD series (Xflowsion). On June 20, 2011, we changed our name to OverNear, Inc. and added the mobile platform portion of our business. On July 23, 2014, we changed our name from OverNear, Inc. to Rowl, Inc, to better reflect our new business, and operate with a focus on developing a location-based social networking and mobile advertising platform.

~~OVERNEAR~~On August 9, ~~INC~~2010, uKarma’s operating health and wellness business’ assets, including its Xflowsion DVD series, and liabilities were transferred into the Company pursuant to a Contribution Agreement in anticipation of being spun-off to uKarma’s shareholders of record as of August 12, 2010 on a pro-rata basis. (AuKarma ~~DEVELOPMENT~~subsequently ~~STAGE~~changed ~~COMPANY)~~its ~~BALANCE~~name ~~SHEETS~~to Innolog Holdings Corporation.

	December 31,			December 31,
	2013			2012
ASSETS
Current Assets:
Cash	$	172,532		$	150,159
Other current assets		206,177			14,387
Total Current Assets		378,709			164,546
Furniture and equipment, net		22,564			20,238
Software development costs		710,200			499,089
Other assets		109,152			53,510
Total Assets	$	1,220,625		$	737,383
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	173,963		$	342,154
Accrued expenses		106,585			79,672
Current portion of legal settlement payable		68,750			75,000
Total Current Liabilities		349,298			496,826
Legal settlement payable, net of current portion		-			75,000
Total Liabilities		349,298			571,826
Stockholders' Equity
Common stock, $0.001 par value; 150,000,000 shares authorized; 64,980,257 and 53,733,208
shares issued and outstanding at December 31, 2013 and 2012, respectively		64,980			53,733
Preferred stock, $0.001 par value; 50,000,000 shares authorized, 3,210,000 Series A convertible preferred shares issued and outstanding at December 31, 2013 and 2012, respectively		3,210			3,210
Paid-in capital		7,227,834			4,166,548
Stock subscriptions receivable		-			(152,500	)
Accumulated deficit in the development stage		(6,424,697	)		(3,905,434	)
Total Stockholders' Equity		871,327			165,557
Total Liabilities and Stockholders’ Equity	$	1,220,625		$	737,383

Critical Accounting Policies and Estimates

~~The~~Our ~~accompanying~~management’s ~~notes~~discussion and analysis of our financial condition and results of operations are anbased ~~integral~~on ~~part~~our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions.

~~F-3~~The following accounting policies, which are also described in Note 2 to our financial statements, are critical to aid the reader in fully understanding and evaluating this discussion and analysis:

~~OVERNEAR~~Revenue Recognition: The Company generally recognizes product revenue when persuasive evidence of an arrangement exists, ~~INC~~delivery has occurred, the fee is fixed or determinable, and collectability is probable. (AThere ~~DEVELOPMENT~~was ~~STAGE~~no ~~COMPANY)~~revenue ~~STATEMENTS~~during OFeach ~~OPERATIONS~~of the years ended December 31, 2014 and 2013.

	Year ended December 31,						Period from Inception (July 22, 2010) to December 31,
	2013			2012			2013
Sales	$	-		$	-		$	89
Cost of Sales		-			-			17
Gross Profit		-			-			72
Selling, General and Administrative Expenses		2,184,216			1,773,099			6,184,108
Research and Development		337,241			-			337,241
Impairment of production costs, prepaid royalties and inventory		-			-			110,992
Operating Loss		(2,521,457	)		(1,773,099	)		(6,632,269	)
Other Income (Expense):
Gain on Settlement and write-off of Accounts Payable		4,735			-			4,735
Interest Expense		(1,741	)		(1,842	)		(16,505	)
Gain on Forgiveness of Debt		-			10,847			248,742
Other		-			-			(27,000	)
Other Income (Expense), Net		2,994			9,005			209,927
Loss before Income Taxes		(2,518,463	)		(1,764,094	)		(6,422,297	)
Provision for Income Taxes		800			800			2,400
Net Loss	$	(2,519,263	)	$	(1,764,894	)	$	(6,424,697	)
Loss Per Share-Basic and Diluted	$	(0.04	)	$	(0.03	)	$	(0.14	)
Weighted average shares used in computing earnings per share		58,906,234			51,660,735			44,799,911

Software Development Costs: Research and development costs are charged to expense as incurred. However, the costs incurred for the development of computer software that will be sold, leased, or otherwise marketed are capitalized when technological feasibility has been established. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Amortization of capitalized software development costs begins when the product is available for general release to customers and revenues are generated. Amortization is computed as the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product. As of December 31, 2014 and 2013, the Company had capitalized software development costs of $710,200, respectively, for the development of a location-based social networking mobile application. Amortization of capitalized software development costs began on September 4, 2014, when the product was released to customers. Amortization is computed using a straight-line method over the estimated useful life of 3 years.

~~The~~During ~~accompanying~~the ~~notes~~years ~~are~~ended anDecember ~~integral~~31, ~~part~~2014, and 2013 the Company incurred research and development costs of ~~these~~$491,555 ~~financial~~and ~~statements~~$337,241, respectively.

FImpairment of long-4lived assets: The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. There were no impairment losses during the years ended December 31, 2014 and 2013.

~~OVERNEAR,~~Patents ~~INC~~and trademark: Patents and trademarks are recorded at cost. Amortization is computed using the straight-line method over the estimated useful lives of the assets once they are awarded. Patents have not yet been awarded.

~~(A DEVELOPMENT STAGE COMPANY)~~15

~~STATEMENT~~Stock OFBased ~~STOCKHOLDERS’~~Compensation: ~~EQUITY~~The ~~(DEFICIT)~~Company accounts ~~For~~for ~~the~~stock ~~Period~~options ~~from~~issued ~~Inception~~to ~~(July~~employees 22under ASC 718 “Share-Based Payment”. Under ASC 718, ~~2010)~~share-based compensation cost to ~~December~~employees 31is measured at the grant date, ~~2013~~based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite vesting period. The fair value of each stock option or warrant award is estimated on the date of grant using the Black-Scholes option valuation model.

	Preferred Stock				Common Stock				Paid-in			Stock Subscriptions			Accumulated Deficit in the Development			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital			Receivable			Stage			(Deficit)
Excess of liabilities assumed over assets transferred from uKarma		-	$	-		-	$	-	$	(169,194	)	$	-		$	-		$	(169,194	)
Issuance of common stock to uKarma		-		-		10,558,896		10,559					-			-			10,559
Additional capital contributed		-		-		-		-		27,000			-			-			27,000
Private placement of common stock		-		-		10,100,000		10,100		784,375			-			-			794,475
Fair value of warrants issued in connection with private placement		-		-		-		-		176,525			-			-			176,525
Fair value of warrants issued for software development		-		-		--		-		24,923			-			-			24,923
Issuance of common stock in lieu of officer compensation		-		-		4,000,000		4,000		96,000			-			-			100,000
Issuance of common stock for professional services		-		-		13,138,747		13,139		362,705			-			-			375,844
Issuance of common stock in lieu of settlement of accounts payable		-		-		1,405,332		1,405		51,997			-			-			53,402
Issuance of common stock in lieu of officers deferred compensation		-		-		7,416,987		7,417		178,008			-			-			185,425
Stock based compensation		-		-		-		-		315,000			-			-			315,000
Net loss		-		-		-		-					-			(2,140,540	)		(2,140,540	)
Balance at December 31, 2011		-		-		46,619,962		46,620		1,847,339			-			(2,140,540	)		(246,581	)
Private placement of common stock		-		-		5,588,000		5,588		855,514			-			-			861,102
Fair value of warrants issued in connection with private placement of common stock		-		-		-		-		160,898			-			-			160,898
Private placement of Series A convertible preferred stock		3,210,000		3,210		-		-		654,625			-			-			657,835
Fair value of warrants issued in connection with Series A convertible preferred stock		-		-		-		-		135,141			-			-			135,141
Fair value of warrant issued to placement agent in connection with Series A convertible preferred stock		-		-		-		-		9,524			-			-			9,524
Subscription receivable for issuance of Series A convertible preferred stock		-		-		-		-					(152,500	)		-			(152,500	)
Offering cost – Series A convertible preferred stock		-		-		-		-		(82,100	)		-			-			(82,100	)
Issuance of common stock for consulting services		-		-		1,485,246		1,485		313,325			-			-			314,810
Fair value of warrants issued for consulting services		-		-		-		-		5,825			-			-			5,825
Fair value of warrants issued for software development		-		-		-		-		2,272			-			-			2,272
Issuance of common stock in payment of settlement of accounts payable		-		-		40,000		40		3,960			-			-			4,000
Stock based compensation		-		-		-		-		260,225			-			-			260,225
Net loss		-		-		-		-					-			(1,764,894	)		(1,764,894	)
Balance at December 31, 2012		3,210,000		3,210		53,733,208		53,733		4,166,548			(152,500	)		(3,905,434	)		165,557
Private placement of common stock		-		-		7,776,500		7,777		1,614,031			-			-			1,621,808
Fair value of warrants issued in connection with private placement of common stock		-		-		-		-		322,317			-			-			322,317
Proceeds from subscriptions receivable Series A convertible preferred stock		-		-		-		-		-			152,500			-			152,500
Issuance of common stock for consulting services		-		-		1,933,886		1,934		405,209			-			-			407,143
Fair value of warrants issued in connection with consulting services		-		-		-		-		68,142			-			-			68,142
Fair value of warrants issued in connection with software development		-		-		-		-		36,379			-			-			36,379
Issuance of common stock in connection with software development		-		-		638,463		638		133,270			-			-			133,908
Issuance of common stock in payment of settlement of accounts payable and retainer fee		-		-		898,200		898		185,838			-			-			186,736
Stock based compensation		-		-		-		-		296,100			-			-			296,100
Net loss		-		-		-		-		-			-			(2,519,263	)		(2,519,263	)
Balance at December 31, 2013		3,210,000	$	3,210		64,980,257	$	64,980	$	7,227,834		$	-		$	(6,424,697	)	$	871,327

In accordance with the guidance, an asset acquired in exchange for issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. Accordingly, the Company has accounted for certain issuances as other assets in the accompanying balance sheets.

The ~~accompanying~~Company ~~notes~~measures ~~are~~compensation anexpense for ~~integral~~its ~~part~~non-employee stock-based compensation under ASC 505 “Equity”. The fair value of ~~these~~the ~~financial~~option ~~statements~~issued or committed to be issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is charged directly to stock-based compensation expense and credited to additional paid-in capital.

~~F-5~~Emerging Growth Company

~~OVERNEAR~~We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, ~~INC~~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 are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

(AResults ~~DEVELOPMENT~~of ~~STAGE COMPANY)~~Operations

~~STATEMENT~~Comparison OFof ~~CASH~~Years ~~FLOWS~~ended December 31, 2014 and December 31, 2013

	Year ended December 31,						Period from Inception (July 22, 2010) to December 31,
	2013			2012			2013
Cash Flow from Operating Activities:
Net loss	$	(2,519,263	)	$	(1,764,894	)	$	(6,424,697	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		8,440			6,274			20,681
Amortization of production costs		-			-			172,268
Gain on settlement of accounts payable		(4,735	)		-			(4,735	)
Issuance of stock warrants for consulting services		48,641			5,825			54,465
Issuance of common stock for consulting services		302,347			314,810			816,127
Issuance of stock warrants for software development services		33,241			-			33,241
Issuance of common stock for software development services		74,433			-			74,433
Stock based compensation		296,100			260,225			871,325
Impairment of production costs, prepaid royalties and inventory		-			-			110,992
Issuance of common stock in lieu of officer compensation		-			-			100,000
Gain on forgiveness of debt		-			(10,847	)		(248,742	)
(Increase) Decrease in operating assets:
Prepaid expenses		(67,494	)		37,587			(7,679	)
Other assets		(24,564	)		(2,107	)		(28,321	)
Increase (Decrease) in operating liabilities:
Legal settlement payable		(81,250	)		(75,000	)		68,750
Accrued expenses		26,913			(58,687	)		393,718
Accounts payable		23,281			87,603			213,649
Net Cash used in Operating Activities		(1,883,910	)		(1,199,211	)		(3,784,525	)
Cash Flow from Investing Activities:
Patent and trademark costs		(31,078	)		(44,257	)		(76,635	)
Purchase of equipment		(10,766	)		(14,519	)		(28,115	)
Software development in progress		(148,498	)		(363,749	)		(620,392	)
Cash acquired from uKarma		-			-			6,476
Net Cash Used in Investing Activities		(190,342	)		(422,525	)		(718,666	)
Cash Flow from Financing Activities:
Repayments of notes and other debt		-			-			(8,802	)
Additional capital contributed		-			-			27,000
Proceeds from private placement of common stock		1,944,125			1,022,000			3,937,125
Proceeds from private placement of Series A convertible preferred stock		152,500			567,900			720,400
Net Cash Provided by Financing Activities		2,096,625			1,589,900			4,675,723
Net (Decrease) Increase in Cash		22,373			(31,836	)		172,532
Cash Balance at Beginning of Period		150,159			181,995			-
Cash Balance at End of Period	$	172,532		$	150,159		$	172,532
Supplemental Disclosures:
Interest Paid	$	1,742		$	1,842		$	17,387
Taxes Paid	$	2,400		$	1,600		$	4,800

Sales. We had no sales during the years 2014 and 2013.

~~The~~Gross ~~accompanying~~Profit. We had ~~notes~~no ~~are~~gross anprofit ~~integral~~during ~~part~~each of ~~these~~the ~~financial~~years ~~statements~~ended December 31, 2014 and 2013, as we had no sales and no related costs.

FSelling, General and Administrative (SGA). During the year ended December 31, 2014, our SGA expenses were $3,953,824, while total SGA expenses during the year ended December 31, 2013 was $2,184,216 representing an increase of approximately $1,769,608 or 81%. The increase is primarily attributed to employee salaries increasing from approximately $437,000 in 2013 to $1,255,000 in 2014, an increase of approximately $818,000. Other increased costs include: marketing expenses of approximately $338,000, stock-6based compensation from options of approximately $279,000, recruiting expenses of approximately $103,000, and amortization of software of approximately $79,000.

~~Non~~Research ~~cash~~and ~~activities~~development - During ~~during~~ the ~~year~~years ended December 31, 2014 and 2013, ~~are~~our asresearch ~~follows:~~and development expenses were $491,555 and $337,241, respectively. The increase of $154,314 or 46% is primarily related to increased costs of consultants for both cash consideration and warrants that certain consultants vested in based on the terms of their agreement.

·Net ~~The~~Loss. We ~~Company~~had a ~~issued~~net ~~1,933,886~~loss ~~shares~~ of ~~its~~$4,337,574 ~~common~~during ~~stock~~the ~~valued~~year atended ~~$407~~December 31,~~143~~ ~~for~~2014 ~~consulting~~compared ~~services.~~to Ofa ~~this~~net ~~amount~~loss of $~~104~~2,~~796~~519,263 ~~relates~~in to2013. The ~~consulting~~net loss ~~services~~was higher primarily due to bethe ~~performed~~increase ~~from~~in ~~January~~SGA ~~2014~~costs ~~through~~as ~~August~~described ~~2015~~above.

~~· The Company issued warrants valued at $68,142 for consulting services. Of this amount $19,501 relates to consulting services to be performed from January 2014 through August 2015.~~16

· The Company issued 898,200 shares of its common stock valued at $186,736 in payment of settlement of accounts payable and retainer fee. · The Company issued 282,583 shares of its common stock valued at $59,475 in connection with software development. · The Company issued warrants valued at $3,138 in connection with software development.LIQUIDITY

~~Non~~Cash ~~cash activities for the year ended December 31, 2012 are as follows:~~Flows

·Comparison ~~The~~of ~~Company~~December ~~issued 40~~31,~~000~~ ~~shares~~2014 ofand ~~its~~December ~~common stock valued at $4~~31,~~000~~ ~~in payment of settlement of accounts payable.~~2013

·Net ~~The~~cash ~~Company~~used ~~issued~~in ~~warrants~~operating toactivities ~~purchase~~was $3,235,407 ~~125~~for the year ended December 31,~~000~~ ~~shares~~2014 ofwhile ~~its~~net ~~common~~cash ~~stock~~used ~~valued~~in atoperating activities was $21,~~272~~883,910 for the year ended December 31, 2013. The increase in ~~connection~~cash ~~with~~used ~~software~~in ~~development~~operating activities is primarily related to the increase in net loss for the year, net of an increase in stock-based compensation and warrants issued for services.

~~Non~~Net cash ~~activities~~used ~~from~~in ~~inception~~investing ~~(July~~activities 22was $106,229 ~~2010)~~for tothe year ended December 31, ~~2013~~2014 ~~exclusive~~while ofnet cash used in investing activities was $190,342 for the ~~above~~year ended December 31, ~~are~~2013. The asdecrease ~~follows:~~in cash used in investing activities is primarily due to software development costs no longer being capitalized in 2014, net of increased spending for furniture and equipment.

OnNet ~~August~~cash 9,provided ~~2010,~~by ~~OverNear~~financing activities was $3,421,000 ~~Inc.~~for ~~acquired~~the ~~all~~year ofended ~~the~~December ~~assets~~31, ~~and~~2014 ~~assumed~~while ~~the~~net ~~liabilities~~cash ofprovided ~~uKarma~~by ~~Corporation~~financing activities was $2,096,625 for the ~~predecessor~~year ended ~~entity.~~December 31, 2013. The ~~acquired~~increase ~~assets~~in ~~and~~cash ~~liabilities,~~flow ~~and~~from ~~purchase~~financing ~~consideration~~activities ~~paid~~is ~~were~~due asto ~~follows:~~proceeds from the issuance of our securities in private placement offerings.

~~Assets~~CAPITAL ~~and liabilities acquired:~~RESOURCES

Cash	$	6,476
Prepayment and other assets		92,320
Inventory		18,108
Property and equipment, net		15,131
Production costs, net		207,854
Accounts payable and accrued expenses		(489,963	)
Notes payable		(8,561	)
	$	(158,635	)

As of December 31, 2014, we had positive working capital of $258,692. To satisfy current working capital needs, we raised $3,421,000 through private placements of our securities during 2014. There is no guarantee that we will be able to meet current working capital needs if we do not receive additional infusions of cash through loans, stock sales, revenues, or other sources. We expect to incur substantial losses over the next two years.

~~Purchase~~As ~~consideration:~~of December 31, 2014, we had cash of $251,896. Subsequent to the year-end, we have raised an additional $295,000 through a private placement of common stock and 8% Convertible Promissory Notes.

Common stock issued by OverNear, Inc.	$	10,559
Excess of liabilities over assets acquired charged to paid-in capital		(169,194	)
	$	(158,635	)

On February 14, 2014, the Securities and Exchange Commission declared our registration statement on Form S-1 effective.

·We ~~The~~plan ~~Company~~to ~~issued~~engage ~~5,500,000~~outside ~~shares~~contractors ofand consultants ~~its~~who ~~common~~are ~~stock~~willing to ~~its~~be ~~CEO~~paid in ~~lieu~~stock rather than cash or a combination of ~~accrued~~stock ~~compensation~~and cash. Expenses incurred that cannot be paid in ~~the~~stock, ~~amount~~such ofas ~~$137~~auditor's fees,~~500~~ will be paid in cash. There are no assurances that we will be able to meet our capital requirements or that our capital requirements will not increase. If we are unable to raise necessary capital to meet our capital requirements, we may not be able to successfully develop and market our location-based social networking and mobile advertising service.

·Our ~~The~~financial ~~Company~~statements ~~issued~~were 1prepared on a going concern basis,~~405,332~~ ~~shares~~which contemplates the realization of ~~its~~assets ~~common~~and ~~stock~~the ~~valued~~settlement atof ~~$53,402~~liabilities and commitments in ~~payment~~the normal course of ~~settlement~~business. ofIn ~~accounts~~the ~~payable~~near term, we expect operating costs to continue to exceed funds generated from operations. As a result, we expect to continue to incur operating losses, and the operations in the near future are expected to continue to use working capital.

·Our ~~The~~management ~~Company~~is ~~issued~~actively ~~7,416,987~~seeking ~~shares~~financing to continue the development and betterment of our location-based mobile platform. Our ability to ~~its~~continue ~~officers~~as ~~valued~~a atgoing ~~$185,425~~concern inis dependent ~~payment~~on ofour ~~settlement~~ability to meet our financing arrangements and the success of ~~deferred~~our ~~compensation~~future operations. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. The report from our independent registered public accounting firm states that there is substantial doubt about our ability to continue as a going concern.

·CONTRACTUAL ~~The~~OBLIGATIONS ~~Company~~AND ~~issued~~OFF-BALANCE ~~276,000~~SHEET ~~warrants valued at $24,923 in connection with software development.~~ARRANGEMENTS

·Off-Balance ~~The~~Sheet ~~Company issued 1,050,000 shares of its common stock valued at $52,500 as prepayment for consulting services.~~Arrangements

~~The~~We ~~accompanying~~have ~~notes~~not ~~are~~entered aninto ~~integral~~any ~~part~~other financial guarantees or other commitments to guarantee the payment obligations of ~~these~~any ~~financial~~third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholders’ equity or that are not reflected in our financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

~~F-7~~17

~~OVERNEAR,~~See ~~INC.~~Note 10 to the accompanying financial statements for employment and lease obligations

(AITEM ~~DEVELOPMENT~~7A. ~~STAGE~~QUANTITATIVE ~~COMPANY)~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~NOTES~~Not ~~TO FINANCIAL STATEMENTS~~applicable.

~~NOTE~~ITEM 18. –FINANCIAL ~~NATURE~~STATEMENTS OFAND ~~OPERATIONS~~SUPPLEMENTARY DATA.

~~OverNear,~~Our ~~Inc.~~financial ~~(“the~~statements ~~Company”)~~for ~~was incorporated on July 22, 2010 in~~ the ~~State~~years ended ofDecember ~~Nevada as Awesome Living~~31, ~~Inc.~~2014 Onand ~~June~~2013 ~~20,~~begin ~~2011,~~on the ~~name~~following ofpage, ~~the~~starting ~~corporation~~with ~~was~~page ~~changed to OverNear, Inc~~F-1.

~~The Company’s headquarters are located in Santa Monica~~Rowl, ~~California~~Inc. ~~The Company is in the process of developing a location-based social networking and mobile advertising platform, a beta version of which was released for use by the general public in January 2013.~~

OnIndex ~~August 9, 2010, the Company entered into a Contribution Agreement (“the Agreement”) with uKarma Corporation (“uKarma”)~~ to ~~acquire~~Financial all of the assets and assume liabilities of uKarma. Pursuant to the terms of the Agreement, the Company issued 10,558,896 shares of its common stock at par value to uKarma as consideration for the acquired assets and assumed certain liabilities. Upon transfer of the assets and liabilities, the Company continued uKarma’s operations.Statements

The Company’s predecessor business developed and marketed a proprietary branded fitness DVD series that targets individuals who seek to enrich their physical, spiritual, and mental wellness. Through infomercials and other marketing initiatives, the predecessor launched its products. The Company plans to monetize the fitness DVD series assets by either selling or licensing the intellectual property and associated products. However, the Company is not certain about achieving success in this line of business and has written off all assets related to such.

	Pages
Report of Independent Registered Public Accounting Firms	F-1

Balance Sheets as of December 31, 2014 and 2013	F-3

Statements of Operations for the Years Ended December 31, 2014 and 2013	F-4

Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2014 and 2013	F-5

Statements of Cash Flows for the Years Ended December 31, 2014 and 2013	F-6

Notes to the Financial Statements	F-7

~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~18

~~Development~~REPORT ~~Stage~~OF ~~Enterprise.~~INDEPENDENT REGISTERED ~~The~~PUBLIC ~~Company~~ACCOUNTING is a development stage company as defined in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 915, “Development Stage Entities”. The Company is devoting substantially all of its present efforts to design and develop a location-based social networking and mobile advertising platform and its planned principal operations have not yet commenced. The Company has not generated any significant revenues from operations and has no assurance of any future revenues. All losses accumulated since July 22, 2010, have been considered as part of the Company’s development stage activities.FIRM

~~Use~~Report of ~~Estimates:~~Independent ~~The~~Registered ~~preparation~~Public Accounting of the accompanying financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses. Actual results could differ from these estimates.Firm

~~Revenue~~Board ~~Recognition: The Company generally recognizes product revenue when persuasive evidence~~ of anDirectors ~~arrangement exists, delivery has occurred, the fee is fixed or determinable,~~ and ~~collectability is probable. There was no revenue during each of the years ended December 31, 2013 and 2012.~~Stockholders

~~Furniture and Equipment: Furniture and equipment are stated at cost. Depreciation is computed on the straight-line method based on the estimated useful lives of the assets~~Rowl, ~~generally 5 to 7 years~~Inc. Maintenance and repairs are charged to expense as incurred; major renewals and betterments that extend the useful lives of property and equipment are capitalized. When property and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized.

~~F-8~~We have audited the accompanying balance sheet of Rowl, Inc., formerly Overnear, Inc., (the “Company”) as of December 31, 2014, and the related statements of operations, changes in equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

~~NOTE~~We 2conducted -our ~~SUMMARY~~audit OFin ~~SIGNIFICANT~~accordance ~~ACCOUNTING~~with the ~~POLICIES~~standards of the Public Company Accounting Oversight Board (~~continued~~United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

~~Software~~In ~~Development~~our ~~Costs: Research and development costs are charged to expense as incurred. However~~opinion, the ~~costs~~financial ~~incurred~~statements referred ~~for~~to ~~the~~above ~~development~~present ~~of computer software that will be sold~~fairly, leased, or otherwise marketed are capitalized when technological feasibility has been established. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in ~~hardware~~all ~~and~~material ~~software~~respects, ~~technologies. Amortization of capitalized software development costs begins when~~ the ~~product~~financial isposition ~~available for general release to customers and revenues are generated. Amortization is computed as the ratio~~ of ~~current gross revenues for a product to~~ the ~~total~~Company ofas ~~current and anticipated future gross revenues for the product. As~~ of December 31, ~~2013 and 2012~~2014, ~~the Company had capitalized software development costs of $710,200~~ and ~~$499,089, respectively, for~~ the ~~development~~results of aits ~~location-based~~operations ~~social networking mobile application. During the years ended December 31, 2013~~ and ~~2012,~~its ~~and~~cash flows for the ~~period~~year ~~from~~then ~~inception~~ended ~~(July~~in ~~22,~~conformity ~~2010)~~with toaccounting ~~December~~principles ~~31,~~generally ~~2013,~~accepted in the ~~Company~~United ~~incurred~~States ~~research and development costs~~ of ~~$337,241, $0, and $337,241, respectively~~America.

~~Impairment of long-lived assets:~~ The ~~long-lived~~accompanying ~~assets~~financial ~~held~~statements ~~and~~have been ~~used~~prepared byassuming the Company ~~are~~will ~~reviewed~~continue ~~for~~as ~~impairment~~a nogoing ~~less~~concern. ~~frequently~~As ~~than~~discussed ~~annually~~in orNote ~~whenever~~3 ~~events~~to orthe ~~changes~~financial instatements, ~~circumstances indicate that~~ the ~~carrying~~Company incurred ~~amount~~net oflosses anand ~~asset~~used ~~may~~cash ~~not~~in beoperating ~~recoverable.~~activities Infor the ~~event~~years ~~that~~ended ~~facts~~December ~~and~~31, ~~circumstances~~2014 ~~indicate~~and ~~that~~has ~~the~~an ~~cost~~accumulated deficit of ~~any~~approximately ~~long-lived~~$10,762,000 ~~assets~~at ~~may~~December ~~be impaired~~31, ~~an evaluation of recoverability is performed~~2014. ~~Due~~These tofactors ~~the~~raise ~~uncertainty~~substantial ~~regarding~~doubt ~~the~~about ~~Company’s~~its ability to ~~monetize~~continue ~~the~~as ~~fitness~~a ~~DVD~~going concern. ~~series~~Management’s ~~inherited~~plans ~~from~~in ~~its~~regard ~~former~~to ~~parent~~these ~~uKarma,~~matters ~~management~~are ~~determined~~also ~~that~~described ~~the~~in ~~related~~Note ~~remaining~~3 ~~production~~to ~~costs, prepaid~~the ~~royalties,~~financial ~~and~~statements. ~~inventory~~The ~~were~~financial statements ~~impaired~~do ~~and~~not ~~recorded~~include anany ~~impairment~~adjustment ~~loss~~that ofmight ~~$110,992~~result ~~for the period~~ from ~~inception (July 22, 2010) to December 31, 2013. There were no impairment losses during~~ the ~~years~~outcome ~~ended~~of ~~December~~this ~~31, 2013 and 2012~~uncertainty.

~~Patents~~/s/ ~~and~~Hartley ~~trademark:~~Moore ~~Patents~~Accountancy ~~and trademarks are recorded at cost. Amortization is computed using the straight-line method over the estimated useful lives of the assets once they are awarded. Patents have not yet been awarded.~~Corporation

~~Fair~~Hartley ~~value~~Moore ofAccountancy ~~financial instruments: All financial instruments are carried at amounts that approximate estimated fair value.~~Corporation

Income Taxes: The Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740 “Income Taxes” (“FASB ASC 740”). Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period endIrvine, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. At December 31, 2013 and 2012, the Company has established a full reserve against all deferred tax assets.California

~~FASB~~April ~~ASC 740 also provides criteria for the recognition~~15, measurement, presentation and disclosure of uncertain tax positions. A tax benefit from an uncertain position is recognized only if it is “more likely than not” that the position is sustainable upon examination by the relevant taxing authority based on its technical merit.2015

Net Loss Per Share: The Company applies FASB ASC 260, “Earnings per Share.” Basic earnings (loss) per share are computed by dividing earnings (loss) available to common stockholders by the weightedF-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods for which no common share equivalents are included because their effect would be anti-dilutive.1

~~F-9~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~NOTE~~The 2Board -of ~~SUMMARY~~Directors OFand ~~SIGNIFICANT ACCOUNTING POLICIES (continued)~~Stockholders

~~Stock Based Compensation: The Company applies FASB ASC 718~~Rowl, ~~“Stock Compensation,” when recording stock based compensation~~Inc. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. Generally, all options granted expire ten years from the date of grant. Compensation expense in the amount of $296,100, $260,225 and $871,325, related to stock option grants were recognized for each of the years ended December 31, 2013 and 2012, and for the period from inception (July 22, 2010) to December 31, 2013, respectively.

~~The~~We ~~Company~~have ~~accounts~~audited ~~for stock issued to non-employees in accordance with~~ the accompanying ~~provisions~~balance sheet of ~~FASB~~Rowl, ~~ASC~~Inc., ~~505-50~~formerly ~~“Equity~~OverNear, ~~Based Payments to Non-Employees~~Inc.” ~~FASB ASC 505-50 states that equity instruments that are issued in exchange for~~ (the ~~receipt~~“Company”) as of ~~goods~~December or31, ~~services~~2013 ~~should~~and ~~be measured at~~ the ~~fair~~related statements ~~value~~ of ~~the~~operations, ~~consideration~~stockholders’ ~~received~~equity, orand ~~the~~cash ~~fair~~flows ~~value~~for of the ~~equity~~year ~~instruments~~ended ~~issued~~December 31, ~~whichever is more reliably measurable~~2013. ~~The~~These ~~measurement~~financial ~~date~~statements are ~~occurs as of~~ the ~~earlier~~responsibility of ~~(a)~~ the ~~date~~Company’s atmanagement. ~~which~~Our aresponsibility ~~performance commitment~~ is ~~reached or (b) absent a performance commitment, the date at which the performance necessary~~ to ~~earn~~express ~~the~~an ~~equity~~opinion ~~instruments~~on isthese ~~complete~~financial ~~(that~~statements based ~~is,~~on ~~the~~our ~~vesting date)~~audit.

~~Concentration~~We conducted our audit in accordance with the standards of ~~Credit~~the ~~Risk:~~Public ~~The~~Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit,to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company ~~maintains~~is not required to have, nor were we engaged to perform, an audit of its ~~cash~~internal ~~with~~control aover ~~major~~financial reporting. Our audit included consideration of internal control over financial ~~institution~~reporting ~~located~~as a basis for designing audit procedures that are appropriate in the ~~United~~circumstances, ~~States~~but not for the purpose of ~~America. Balances~~expressing ~~are~~an ~~insured~~opinion byon the ~~Federal~~effectiveness ~~Deposit~~of ~~Insurance~~the ~~Corporation~~Company’s upinternal tocontrol over ~~$250~~financial reporting. Accordingly,~~000~~ we express no such opinion. ~~The~~An ~~Company~~audit ~~maintains~~also ~~balances~~includes examining, on a test basis, evidence supporting the amounts and disclosures in ~~excess~~the offinancial statements, assessing the ~~federally~~accounting ~~insured~~principles ~~limits~~used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~New~~In ~~Accounting~~our ~~Pronouncements:~~opinion, the ~~Management~~financial ~~does~~statements ~~not~~referred ~~believe~~to ~~that~~above ~~any~~present ~~recently issued~~fairly, ~~but~~in ~~not~~all ~~yet~~material ~~effective~~respects, ~~accounting~~the ~~standards~~financial position of the Company as of December 31, if2013, ~~adopted~~and the results of its operations and its cash flows for the year ended December 31, ~~will~~2013 ~~have~~in conformity awith ~~material~~accounting ~~effect~~principles ongenerally accepted in the ~~financial~~United ~~statements~~States of America.

~~NOTE~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 3 –to ~~GOING~~the ~~CONCERN~~financial statements, the Company has incurred substantial losses from operations and the Company may not have sufficient working capital or outside financing available to meet its planned operating activities over the next twelve months. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The Company'~~/s/ ~~financial~~Gumbiner ~~statements~~Savett ~~have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business~~Inc. In the near term, the Company expects operating costs to continue to exceed funds generated from operations. As a result, the Company expects to continue to incur operating losses, and the operations in the near future are expected to continue to use working capital.

~~Management~~Santa ofMonica, the Company is actively seeking financing to continue the development of its location-based mobile platform and market its product and service. The ability of the Company to continue as a going concern is dependent on its ability to meet its financing arrangements and the success of its future operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The report from the Company’s independent registered public accounting firm states that there is substantial doubt about the Company’s ability to continue as a going concern.California

~~NOTE~~March 431, ~~– OTHER CURRENT ASSETS~~2014

~~Other current assets consisted of the following:~~F-2

	December 31,
	2013		2012
Consulting and professional fees	$	124,296	$	14,387
Prepaid offering costs		77,676		-
Other		4,205		-
Total other current assets	$	206,177	$	14,387

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

BALANCE SHEETS

F-10

	December 31,			December 31,
	2014			2013

ASSETS
Current Assets:
Cash	$	251,896		$	172,532
Other current assets		260,948			206,177
Total Current Assets		512,844			378,709

Furniture and equipment, net		88,471			22,564

Software development costs, net		631,289			710,200

Intangible assets		93,836			80,636
Other assets		293,293			28,516

Total Assets	$	1,619,733		$	1,220,625

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	70,519		$	173,963
Accrued expenses		183,633			106,585
Legal settlement payable		-			68,750
Total Current Liabilities		254,152			349,298

Total Liabilities		254,152			349,298

Commitments and contingencies

Stockholders' Equity
Common stock, $0.001 par value; 500,000,000 and 150,000,000 shares authorized; 80,125,728 and 64,980,257 shares issued and outstanding at December 31, 2014 and 2013, respectively		80,126			64,980
Series A preferred stock, $0.001 par value; 50,000,000 shares authorized, 3,210,000 issued and outstanding at December 31, 2014 and 2013, respectively		3,210			3,210
Series B preferred stock, $0.001 par value; 50,000,000 shares authorized, 2,000,000 and zero issued and outstanding at December 31, 2014 and 2013, respectively		2,000			-
Paid-in capital		12,042,516			7,227,834
Accumulated deficit		(10,762,271	)		(6,424,697	)
Total Stockholders' Equity		1,365,581			871,327

Total Liabilities and Stockholders’ Equity	$	1,619,733		$	1,220,625

~~NOTE~~The 5accompanying –notes ~~FURNITURE~~are ~~AND~~an ~~EQUIPMENT~~integral part of these financial statements.

~~Furniture and Equipment consisted of the following:~~F-3

	December 31,
	2013			2012
Furniture and Equipment	$	43,245		$	32,479
Accumulated Depreciation		(20,681	)		(12,241	)
Furniture and Equipment, net	$	22,564		$	20,238

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

STATEMENTS OF OPERATIONS

NOTE 6 – ACCRUED EXPENSES

	Year ended December 31,
	2014			2013

Sales	$	-		$	-

Cost of Sales		-			-
Gross Profit		-			-

Selling, General and Administrative Expenses		3,953,824			2,184,216
Research and Development		491,555			337,241

Operating Loss		(4,445,379	)		(2,521,457	)

Other Income (Expense):
Gain on Settlement and write-off of Accounts Payable		106,229			4,735
Interest Expense		(2,973	)		(1,741	)
Other		5,349			-
Other Income (Expense), Net		108,605			2,994

Loss before Income Taxes		(4,336,744	)		(2,518,463	)

Provision for Income Taxes		800			800

Net Loss	$	(4,337,574	)	$	(2,519,263	)

Loss Per Share-Basic and Diluted	$	(0.06	)	$	(0.04	)

Weighted average shares used in computing loss per share		76,449,844			58,906,234

~~Accrued~~The ~~expenses~~accompanying ~~consisted~~notes are an integral part of ~~the~~these ~~following:~~financial statements.

	December 31,
	2013		2012
Accrued Salaries and Related Expenses	$	25,710	$	47,519
Accrued Income Tax		-		1,600
Accrued Professional Fees		33,875		30,553
Other		47,000		--
Total Accrued Liabilities	$	106,585	$	79,672

F-4

~~NOTE~~ROWL, 7INC. –(FORMERLY ~~SETTLEMENT~~OVERNEAR, ~~PAYABLE~~INC.) STATEMENTS OF STOCKHOLDERS’ EQUITY

In November 2011, the Company settled a legal dispute for the total amount of $275,000, of which $50,000 was paid on December 15, 2011 with the remainder payable in monthly installments of $6,250 through December 7, 2014. At December 31, 2013, the settlement payable which was due currently, amounted to $68,750.

	Series A Preferred Stock				Series B Preferred Stock				Common stock				Paid-in			Stock Subscriptions			Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Receivable			Deficit			Equity
Balance at December 31, 2012		3,210,000	$	3,210		-	$	-		53,733,208	$	53,733	$	4,166,548		$	(152,500	)	$	(3,905,434	)	$	165,557
Private placement of common stock		-		-		-		-		7,776,500		7,777		1,614,031			-			-			1,621,808
Fair value of warrants issued in connection with private placement of common stock		-		-		-		-		-		-		322,317			-			-			322,317
Proceeds from subscriptions receivable Series A convertible preferred stock		-		-		-		-		-		-		-			152,500			-			152,500
Issuance of common stock for consulting services		-		-		-		-		1,933,886		1,934		405,209			-			-			407,143
Fair value of warrants issued in connection with consulting services		-		-		-		-		-		-		68,142			-			-			68,142
Fair value of warrants issued in connection with software development		-		-		-		-		-		-		36,379			-			-			36,379
Issuance of common stock in connection with software development		-		-		-		-		638,463		638		133,270			-			-			133,908
Issuance of common stock in payment of settlement of accounts payable and retainer fee		-		-		-		-		898,200		898		185,838			-			-			186,736
Stock-based compensation		-		-		-		-		-		-		296,100			-			-			296,100
Net loss		-		-		-		-		-		-		-			-			(2,519,263	)		(2,519,263	)
Balance at December 31, 2013		3,210,000	$	3,210		-	$	-		64,980,257	$	64,980	$	7,227,834		$	-		$	(6,424,697	)	$	871,327
Private placement of common stock		-		-		-		-		13,646,500		13,647		2,860,620			-			-			2,874,267
Fair value of warrants issued in connection with private placement of common stock		-		-		-		-		-		-		546,733			-			-			546,733
Issuance of Series B preferred stock		-		-		2,000,000		2,000		-		-					-			-			2,000
Issuance of common stock for consulting services		-		-		-		-		1,262,005		1,262		310,653			-			-			311,915
Fair value of warrants issued in connection with consulting services		-		-		-		-		-		-		402,940			-			-			402,940
Issuance of common stock in connection with software development		-		-		-		-		226,966		227		47,217			-			-			47,444
Fair value of warrants issued in connection with software development		-		-		-		-		-		-		65,548			-			-			65,548
Issuance of common stock in connection with promotional contracts		-		-		-		-		10,000		10		2,080			-			-			2,090
Fair value of warrants issued in connection with promotional contracts		-		-		-		-		-		-		82,675			-			-			82,675
Stock-based compensation		-		-		-		-		-		-		574,955			-			-			574,955
Costs related to S-1 filing		-		-		-		-		-		-		(78,739	)		-			-			(78,739	)
Net loss		-		-		-		-		-		-		-			-			(4,337,574	)		(4,337,574	)
Balance at December 31, 2014		3,210,000	$	3,210		2,000,000	$	2,000		80,125,728	$	80,126	$	12,042,516		$	-		$	(10,762,271	)	$	1,365,581

~~F-11~~The accompanying notes are an integral part of these financial statements.

~~NOTE 8 – PROVISION FOR INCOME TAXES~~F-5

~~Income~~ROWL, ~~taxes~~INC. (~~benefit~~FORMERLY OVERNEAR, INC.) ~~consisted~~STATEMENTS ofOF ~~the~~CASH ~~following:~~FLOWS

	Year Ended December 31,
	Year ended December 31,
	2013			2012
	2014			2013
Current:
Cash Flow from Operating Activities:
Federal	$	-		$	-
Net loss	$	(4,337,574	)	$	(2,519,263	)
State		800			800
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred:
Depreciation		9,945			8,440
Federal		(706,000	)		(477,000	)
Amortization of software development costs		78,911			-
State		(201,000	)		(136,000	)
Gain on settlement of accounts payable		(106,229	)		(4,735	)
		(907,000	)		(613,000	)
Issuance/vesting of stock warrants for services		207,545			81,882
Valuation allowance		907,000			613,000
Issuance/vesting of common stock for services		456,414			376,780
		-			-
Stock-based compensation – stock options		574,955			296,100
	$	800		$	800
Issuance of preferred stock for officer compensation		2,000			-
Change in operating assets and liabilities:
Other assets		(118,924	)		(92,058	)
Accounts payable		2,785			23,281
Accrued expenses		63,515			26,913
Legal settlement payable		(68,750	)		(81,250	)
Net Cash Used in Operating Activities		(3,235,407	)		(1,883,910	)
Cash Flow from Investing Activities:
Patent and trademark costs		(11,110	)		(31,078	)
Purchase of equipment		(75,852	)		(10,766	)
Software development in progress		-			(148,498	)
Deposits		(19,267	)		-
Net Cash Used in Investing Activities		(106,229	)		(190,342	)
Cash Flow from Financing Activities:
Proceeds from private placement of common stock and warrants, net of costs		3,421,000			1,944,125
Proceeds from private placement of Series A convertible preferred stock		-			152,500
Net Cash Provided by Financing Activities		3,421,000			2,096,625
Net Increase in Cash		79,364			22,373
Cash Balance at Beginning of Period		172,532			150,159
Cash Balance at End of Period	$	251,896		$	172,532
Supplemental Disclosures of cash flow information:
Interest Paid	$	2,973		$	1,742
Taxes Paid	$	-		$	2,400
Non-cash investing and financing activities:
Common shares issued for purchase of intangible asset	$	2,090		$	59,475
Fair value of warrants issued with private placements	$	546,733		$	322,317
Reclassification of other current assets to paid-in capital	$	80,529		$	-
Estimated fair value of warrants issued as prepaid expense	$	402,940		$	19,501
Estimated fair value of common stock issued as prepaid	$	65,500		$	104,796
Fair value of common stock issued in payment of settlement of accounts payable and retainer fee	$	-		$	186,736
Fair value of warrants issued for software development	$	-		$	3,138

~~Income~~The ~~taxes~~accompanying ~~are~~notes ~~disproportionate to income due to net operating loss carryforwards, which~~ are fully reserved. As of the balance sheet date, the Company has federal and state net operating loss carryforwards of approximately $5.9 million each, which will begin to expire in 2031 and 2033, respectively. The tax benefit of such net operating losses is recorded as an ~~asset~~integral part ~~to the extent management assesses the utilization~~ of ~~such~~these ~~net~~financial operating losses to be more likely than not. Based upon the Company’s short term historical operating performance, the Company has established a valuation allowance for any income tax benefit recorded for its net operating loss carryforwards.statements

~~The following is a summary of the significant components of the Company’s net deferred income tax assets and liabilities as of December 31, 2013 and 2012:~~F-6

	Year Ended December 31,
	2013			2012
Current deferred income tax assets:
Accrued officers’ salaries	$	-		$	8,000
Other		3,000			11,000
Less valuation allowance		(3,000	)		(19,000	)
Net current deferred tax assets	$	-		$	-
Non-current deferred income tax assets and liabilities:
Net operating loss carryforwards	$	2,370,000		$	1,398,000
Stock based compensation		54,000			20,000
Other		9,000			7,000
Accumulated depreciation of furniture and equipment		(286,000	)		(201,000	)
Less valuation allowance		(2,147,000	)		(1,224,000	)
Net non-current deferred tax assets	$	-		$	-

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

NOTES TO FINANCIAL STATEMENTS

~~F-12~~NOTE 1 – NATURE OF OPERATIONS

~~NOTE~~Rowl, 8Inc. –formerly ~~PROVISION~~Overnear, ~~FOR~~Inc. ~~INCOME~~(“the Company”) ~~TAXES~~was incorporated on July 22, 2010 in the State of Nevada as Awesome Living, Inc. On July 31, 2014 and June 20, 2011, the name of the corporation was changed to Rowl, Inc. and OverNear, Inc., respectively. The Company’s headquarters are located in Santa Monica, California. The Company is developing a location-based social networking and mobile advertising platform, which was released for use by the general public in September 2014. The financial statements of Rowl, Inc. (~~continued~~which may be referred to as "Rowl," the "Company," "we," "us," or "our") are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The Company ~~has~~operates ~~applied the provision of FASB ASC 740, “Income Tax” which clarifies the accounting for uncertainty~~ in ~~tax positions. FASB ASC 740 requires the recognition of the impact of~~ a ~~tax~~rapidly ~~position~~changing technological inand ~~the~~digital ~~financial~~entertainment ~~statements~~market ifand ~~that~~its ~~position~~activities isare ~~more~~subject ~~likely~~to ~~than~~significant ~~not~~risks ofand ~~being sustained on a tax return upon examination by the relevant taxing authority~~uncertainties, ~~based~~including failing onto ~~the~~secure ~~technical~~additional ~~merits~~funding ofto ~~the~~further ~~position. At~~exploit ~~December 31, 2013 and 2012,~~ the Company’s ~~had~~current ~~no unrecognized tax benefits~~technology.

~~The~~NOTE ~~Company~~2 ~~recognizes~~- ~~interest~~SUMMARY ~~and~~OF ~~penalties~~SIGNIFICANT ~~related~~ACCOUNTING ~~to income tax matters in interest expense and operating expenses, respectively. As of December 31, 2013 and 2012, the Company has no accrued interest and penalties related to uncertain tax positions.~~POLICIES

~~The~~Use ~~Company~~of isEstimates: ~~subject~~The topreparation of ~~tax~~financial statements in ~~the~~conformity ~~United~~with ~~States (“~~U.S.”) GAAP requires management to make certain estimates and ~~files~~assumptions ~~tax~~that ~~returns~~affect the inreported amounts of assets and liabilities, and the ~~U.S.~~reported ~~Federal~~amount ~~jurisdiction~~of revenues and ~~California~~expenses ~~state~~during ~~jurisdiction~~the reporting period. ~~The~~ ~~Company~~Actual results iscould nomaterially ~~longer~~differ ~~subject~~from tothese Uestimates.S. ~~Federal~~Significant estimates include, ~~state~~but are not limited to, recoverability of software development costs and ~~local~~long-lived ~~income~~assets, ~~tax~~the ~~examinations~~valuation byallowance related to deferred tax ~~authorities~~assets ~~for~~and ~~years~~the ~~before~~fair ~~2010. The~~value ~~Company~~of stock ~~currently~~options, warrants and shares issued for non-cash consideration. It is ~~not~~reasonably ~~under~~possible ~~examination~~that bychanges ~~any~~in ~~tax~~estimates ~~authority~~will occur in the near term.

~~The~~Fair ~~reconciliation~~Value of Financial Instruments: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the ~~statutory~~measurement ~~income~~date. ~~tax~~Applicable ~~rate~~accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the ~~effective~~use ~~tax~~of ~~rate~~unobservable isinputs asby ~~follows~~requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

Statutory federal income tax rate	(34.0	)%
States taxes	(5.8	)
Stock based compensation	3.3
Other	0.5
Valuation reserve for income taxes	36.0
	-	%

Level 1

- Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

~~NOTE~~Level 92 –- ~~STOCKHOLDERS’~~Include ~~EQUITY~~other inputs that are directly or indirectly observable in the marketplace.

~~Common~~Level ~~Stock~~3 - Unobservable inputs which are supported by little or no market activity.

~~During~~The ~~the~~fair ~~year~~value hierarchy ~~ended~~also ~~December~~requires ~~31,~~an ~~2013,~~entity ~~stockholders’ equity consisted of the following transactions: (1) the issuance~~ to ~~investors~~maximize ~~in a private placement, in consideration of $1,944,125, of an aggregate 7,776,500 shares of~~ the ~~Company’s~~use ~~common stock in conjunction with the sale~~ of ~~units~~observable ~~consisting~~inputs ~~of common stock~~ and ~~warrants~~minimize ~~which had a value of $0.25 per unit, (2)~~ the ~~issuance~~use of ~~warrants~~unobservable toinputs ~~purchase~~when ~~7,776,500 shares of the Company’s common stock in connection with the private placement, the~~ measuring fair value of which was determined to be $322,317, (3) the issuance of an aggregate 1,933,886 shares of the Company’s common stock with a value of $407,143 for consulting services, (4) the issuance of 898,200 shares of the Company’s common stock with a value of $186,736 in payment of settlement of accounts payable, (5) the 806,250 vested warrants with a value of $68,142 for consulting services, (6) the issuance of an aggregate 638,463 shares of the Company’s common stock with a value of $133,908 for software development, and (7) 412,880 vested warrants with a value of $36,379 for software development.

~~During~~Fair-value ~~the~~estimates discussed ~~year~~herein ~~ended~~are ~~December~~based ~~31,~~upon ~~2012,~~certain ~~stockholders’~~market ~~equity~~assumptions ~~consisted~~and ofpertinent ~~the~~information ~~following~~available ~~transactions: (1) the issuance~~ to anmanagement ~~investor~~as ~~in a private placement, in consideration~~ of ~~$250,000,~~December ~~of an aggregate 2~~31,~~500,000~~ 2014 ~~shares of the Company’s common stock in conjunction with the sale of units consisting of common stock~~ and ~~warrants~~2013. ~~which~~The ~~had~~respective acarrying value of ~~$0.10~~certain ~~per~~on-balance-sheet ~~unit,~~financial ~~(2)~~instruments ~~the~~approximated ~~issuance~~their tofair ~~investors~~values. These infinancial ainstruments ~~private~~include ~~placement~~cash, inother ~~consideration of $772~~assets,~~000,~~ ofaccounts ~~an aggregate 3~~payable,~~088,000~~ ~~shares of the Company’s common stock in conjunction with the sale of units consisting of common stock~~ and ~~warrants~~accrued ~~which had a value of $0~~expenses.25 ~~per~~Fair ~~unit,~~values ~~(3)~~for ~~the~~these ~~issuance~~items ofwere assumed ~~warrants~~ to ~~purchase~~approximate ~~5,588,000~~carrying ~~shares~~values ofbecause ~~the Company’s common stock in connection with the private placement, the fair value~~ of ~~which~~their ~~was~~short ~~determined~~term to be $160,898, (4) the issuance of an aggregate 1,485,246 shares of the Company’s common stock with a value of $314,810 for consulting services, (5) the issuance of 40,000 shares of the Company’s common stock with a value of $4,000 in ~~payment~~nature ofor ~~settlement~~they ofare ~~accounts~~ payable, ~~(6)~~on the issuance of 700,000 warrants with a value of $5,825 for consulting services for the year ended December 31, 2012, (7) the issuance of 125,000 warrants with a value of $2,272 for software development during the year ended December 31, 2012demand.

The fair value of warrants issued in connection with services rendered by various professionals was determined based upon the evaluation of fair value made by the Company’s management, which considered the values associated with securities offering during the period.F-7

~~Preferred~~Net ~~Stock~~Loss Per Share: The Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings per Share.” Basic earnings (loss) per share are computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods for which no common share equivalents are included because their effect would be anti-dilutive. There were 45,749,500 and 28,886,500 warrants excluded and 23,078,000 and 17,100,000 stock options that were excluded from the calculation of diluted net loss per share for the years ended December 31, 2014 and 2013, respectively, because they were anti-dilutive.

Risks and Uncertainties: The Company has isa ~~authorized~~limited operating history and has not generated revenue to ~~issue~~date. ~~50,000,000~~The ~~shares~~Company's ofbusiness ~~preferred~~and ~~stock~~operations ~~with~~are asensitive ~~par~~to ~~value~~general business ofand $0economic conditions in the U.~~001~~S. ~~per~~and ~~share~~worldwide. ~~The~~These ~~preferred~~conditions ~~stock~~include ~~may~~short-term beand ~~issued~~long-term interest rates, inflation, fluctuations in ~~one~~debt orand ~~more~~equity ~~series~~capital markets and the ~~first~~general ~~series~~condition ~~consisted~~ of ~~18,000,000~~the ~~shares~~U.S. and isworld ~~designated~~economy. asA ~~series~~host Aof ~~convertible~~factors ~~preferred~~beyond the ~~stock~~Company's ~~(“Series~~control Acould ~~Preferred~~cause ~~Stock”)~~fluctuations in these conditions. ~~There~~Adverse ~~were~~developments noin ~~other~~these ~~designated~~general ~~series~~business ofand ~~preferred~~economic conditions, ~~stock~~including asrecession, ofdownturn ~~December~~or 31otherwise, ~~2013~~and could have a material adverse effect on the Company's financial condition and ~~2012~~the results of its operations.

FIn addition, the Company will compete with many companies that currently have extensive and well-13funded projects, marketing and sales operations as well as extensive human capital. Our company may be unable to compete successfully against these companies. The Company's industry is characterized by rapid changes in technology and market demands. As a result, the Company's products, services, and/or expertise may become obsolete and/or unmarketable. The Company's future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance our current products and services. Further, the Company's products and services must remain competitive with those of other companies with substantially greater resources.

~~NOTE~~Cash 9and –Cash ~~STOCKHOLDERS’~~Equivalents: ~~EQUITY~~For ~~(continued)~~purpose of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

~~The~~Furniture ~~holders~~and ofEquipment: ~~Series~~Furniture and Aequipment ~~Preferred~~are ~~Stock~~stated ~~are~~at ~~entitled~~cost. toDepreciation ~~receive,~~is ~~if,~~computed ~~when~~on ~~and~~the asstraight-line ~~declared~~method bybased on the ~~Board~~estimated useful lives of the assets, ~~dividends~~generally at5 anto ~~annual~~7 ~~rate~~years. ofMaintenance 8%and ofrepairs ~~the~~are ~~original~~charged ~~purchase~~to ~~price~~expense as incurred; major renewals and betterments that extend the useful lives of ~~Series~~furniture Aand ~~Preferred~~equipment ~~Stock~~are capitalized. NoWhen ~~dividends~~furniture ~~were~~and ~~declared~~equipment ~~for~~are sold or retired, the ~~years~~related cost ~~ended~~and ~~December~~accumulated ~~31,~~depreciation ~~2013~~are removed from the accounts and ~~2012~~any gain or loss is recognized.

InSoftware Development Costs: Research and development costs are charged to expense as incurred. However, the ~~event~~costs incurred for the development of ~~any~~computer ~~liquidation~~software that will be sold, ~~dissolution~~leased, or ~~winding~~otherwise upmarketed are capitalized when technological feasibility has been established. These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Amortization of capitalized software development costs begins when the ~~Company~~product is available for general release to customers and revenues are generated. Amortization is computed as the ratio of current gross revenues for a product to the total of current and anticipated future gross revenues for the product. As of December 31, ~~voluntary~~2014 orand ~~involuntary~~2013, the ~~holders~~Company had capitalized software development costs of $710,200, respectively, for the ~~Series~~development Aof ~~Preferred~~a ~~Stock~~location-based ~~are~~social ~~entitled~~networking tomobile ~~receive~~application. During the years ended December 31, 2014 and 2013 the ~~amount~~Company incurred research and development costs of $~~0.50~~497,653 ~~per~~and ~~share~~$337,241, respectively.

~~Each~~Impairment ~~share~~ of ~~Series~~Long-Lived Aassets: The ~~Preferred~~long-lived ~~Stock~~assets isheld ~~convertible~~and atused by the ~~option~~Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the ~~holder~~event atthat ~~any~~facts ~~time~~and ~~after~~circumstances indicate that the ~~date~~cost of ~~issuance~~any ~~into~~long-lived ~~equal~~assets ~~number~~may be impaired, an evaluation of ~~shares~~recoverability is performed. There were no impairment losses during the years ended December 31, 2014 and 2013. There can be no assurance, however, that market conditions will not change or demand for the Company’s products and services will continue, which could result in impairment of ~~common~~long-lived ~~stock~~assets in the future.

~~Each~~Patents ~~share~~and ofTrademark: ~~Series~~Patents Aand trademarks ~~Preferred~~are ~~Stock~~recorded ~~issued~~at ~~and~~cost. ~~outstanding~~Amortization is ~~entitled~~computed tousing the ~~number~~straight-line ofmethod ~~votes~~over ~~equal to~~ the ~~number~~estimated ofuseful ~~shares~~lives of ~~common~~the assets ~~stock~~once ~~into~~they ~~which~~are ~~such~~awarded. ~~share~~Patents ofhave ~~Series~~not Ayet ~~Preferred~~been ~~Stock could be converted~~awarded.

During the year ended December 31, 2012, the Company issued 26.75 units of Series A Preferred Stock at $30,000 per unit. Each unit consists of (1) 120,000 shares of Series A Preferred Stock, and (2) warrants to purchase 120,000 shares of Company’s common stock at an exercise price of $0.50 with immediate vesting and 5 years to exercise. Total consideration from issuance of units amounted to $802,500, of which $152,500 was received in January 2013. The Company issued warrants to purchase 3,210,000 shares of the Company’s common stock in conjunction with the sale of units and the fair value of the warrants was determined to be $135,141.F-8

InRevenue ~~connection~~Recognition: ~~with~~The ~~the~~Company generally ~~sale~~recognizes product revenue when persuasive evidence of ~~units~~an arrangement exists, ~~the~~delivery ~~Company~~has ~~issued~~occurred, ~~warrants~~the tofee ~~its~~is ~~placement~~fixed or ~~agent~~determinable, toand ~~purchase~~collectability ~~156,000~~is ~~shares~~probable. ofThere ~~Company’s~~was ~~common~~no ~~stock. The~~revenue ~~fair~~during ~~value~~each of ~~warrants~~the ~~was~~years ~~determined~~ended toDecember ~~be $9~~31,~~524~~ 2014 and 2013.

InStock ~~connection~~Based ~~with~~Compensation: The Company accounts for stock options issued to employees under ASC 718 “Share-Based Payment”. Under ASC 718, share-based compensation cost to employees is measured at the ~~sale~~grant date, based on the estimated fair value of ~~units~~the award, and is recognized as expense over the ~~Company~~employee’s ~~incurred~~requisite ~~offering~~vesting ~~cost~~period. The fair value of ~~$82,100~~each stock option or warrant award is estimated on the date of grant using the Black-Scholes option valuation model.

In ~~connection~~accordance with the ~~Company’s December 31~~guidance, ~~2012~~an ~~sale~~asset acquired ~~of $802,500~~ in ~~units~~exchange ~~consisting~~for ofissuance ~~an aggregate~~ of 3fully vested,~~210,000~~ ~~shares~~non-forfeitable ofequity ~~the~~instruments ~~Company’s~~should ~~Series~~not Abe ~~Preferred~~presented ~~Stock~~or ~~and~~classified ~~warrants to purchase~~ as an ~~aggregate~~offset ofto ~~3,210,000~~equity ~~shares~~on of the ~~Company~~grantor’s ~~common~~balance ~~stock,~~sheet ~~the~~once ~~Company was required to file a registration statement registering~~ the ~~shares~~equity ofinstrument ~~common~~is ~~stock.~~granted ~~Such~~for ~~Series~~accounting ~~A Preferred Stock were convertible into 3,210,000 shares of common stock~~purposes. ~~Such registration statement was required to be filed within 60 days of~~ Accordingly, the ~~final closing date (the “Filing Date”) and to be declared effective by 150 days from the Filing Date. The~~ Company ~~did not meet the required Filing Date and the required effectiveness date~~ has ~~already~~accounted ~~passed. Pursuant to the registration rights agreement, if the registration statement was not filed on a timely basis or was not declared effective by the SEC~~ for ~~any~~certain ~~reason~~issuances on a timely basis, the Company was required to pay each investor monthly liquidated damages equal to 1.0% of the investment amount subscribed for by such investor (capped at 12%) until the registration statement is filed or declared effective, as ~~the~~other ~~case~~assets ~~may~~in ~~be. The Company’s registration statement was declared effective by~~ the ~~SEC~~accompanying onbalance ~~February 14, 2014~~sheets. ~~At December 31, 2013, the Company accrued $47,000 of estimated liquidated damages that it will owe to the holders of the outstanding Series A Preferred Stock.~~

~~Preferred~~The ~~Stock~~Company ~~Conversion~~measures compensation expense for its non-employee stock-based compensation under ASC 505 “Equity”. The fair value of the option issued or committed to ~~Common~~be ~~Stock~~issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is charged directly to stock-based compensation expense and credited to additional paid-in capital.

InIncome ~~August~~Taxes: ~~and~~The ~~October 2013, the~~ Company ~~obtained~~applies ASC ~~the~~740 ~~consent~~“Income ofTaxes” ~~approximately~~(“ASC ~~69%~~740”). Deferred ofincome ~~its~~taxes ~~preferred~~are ~~shareholders~~recognized tofor ~~adopt, approve and ratify~~ the ~~Amended~~tax ~~and~~consequences in ~~Restated~~future ~~Certificate~~years of ~~Designations~~differences ofbetween the ~~Company’s~~tax ~~Series~~bases Aof ~~Convertible~~assets ~~Preferred~~and ~~Stock.~~liabilities ~~The~~and ~~amendment,~~their ~~which~~financial ~~was~~statement ~~filed~~reported ~~with~~amounts ~~the~~at each ~~state~~period ofend, ~~Nevada~~based on ~~October~~enacted 4,tax ~~2013,~~laws ~~provides~~and ~~that~~statutory ~~the~~tax ~~Company~~rates ~~shall~~applicable ~~have~~to the ~~right~~periods toin ~~convert~~which the ~~Series~~differences Aare ~~Convertible~~expected to ~~Preferred~~affect ~~Stock~~taxable ~~into~~income. ~~shares~~Valuation ofallowances ~~the~~are ~~Company’s~~established, ~~common~~when ~~stock~~necessary, into ~~its~~reduce ~~sole~~deferred ~~discretion~~tax atassets ~~any~~to ~~time,~~the atamount ~~which~~expected to ~~time,~~be ~~such~~realized. ~~Series~~The Aprovision ~~Convertible~~for ~~Preferred~~income ~~Stock~~taxes ~~shall~~represents ~~automatically~~the ~~and~~tax ~~without~~expense ~~any~~for ~~required~~the ~~action~~period, byif any ~~holder~~, beand ~~converted~~the ~~into~~change ~~103%~~during ofthe ~~fully~~period in ~~paid,~~deferred ~~non-assessable~~tax ~~shares~~assets ofand ~~common stock~~liabilities. AsAt ofDecember ~~the~~31, ~~date~~2014 ~~when~~and ~~these~~2013, ~~financial~~the ~~statements~~Company ~~were~~has ~~available~~established toa befull ~~issued,~~reserve noagainst ~~preferred~~all ~~shares~~deferred tax ~~had been converted to common stock~~assets.

~~NOTE~~ASC 10740 –also ~~NET~~provides ~~LOSS~~criteria ~~PER~~for ~~SHARE~~the recognition, measurement, presentation and disclosure of uncertain tax positions. A tax benefit from an uncertain position is recognized only if it is “more likely than not” that the position is sustainable upon examination by the relevant taxing authority based on its technical merit.

Concentration of Credit Risk: The Company ~~following~~maintains ~~table~~its ~~sets~~cash ~~forth~~with a major financial institution located in the ~~computation~~United States of ~~basic~~America ~~and~~which ~~diluted~~it ~~net~~believes ~~loss~~to ~~per~~be ~~share:~~credit worthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company maintains balances in excess of the federally insured limits.

	December 31,						For the Period from Inception (July 22, 2010) to December 31,
	2013			2012			2013
Numerator:
Net Loss	$	(2,519,263	)	$	(1,764,894	)	$	(6,424,697	)
Denominator:
Weighted Average of Common Shares		58,906,234			51,660,735			44,799,911
Basic and Diluted Net Loss per Share	$	(0.04	)	$	(0.03	)	$	(0.14	)

Equity Instruments Issued with Registration Rights Agreement: The Company accounts for these penalties as contingent liabilities, applying the accounting guidance of ASC 450 “Contingencies”. This accounting is consistent with views established in ASC 825 “Financial Instruments”. Accordingly, the Company recognizes damages when it becomes probable that they will be incurred and amounts are reasonably estimable.

~~There~~In connection with the Company’s December 31, 2012 sale of $802,500 in units consisting of an aggregate of 3,210,000 shares of the Company’s Series A Preferred Stock and warrants to purchase an aggregate of 3,210,000 shares of the Company’s common stock, the Company was required to file a registration statement registering the shares of common stock. Such Series A Preferred Stock were noconvertible into ~~dilutive~~3,210,000 ~~securities~~shares asof common stock. Such registration statement was required to be filed within 60 days of the final closing date (the “Filing Date”) and to be declared effective by 150 days from the Filing Date. The Company did not meet the required Filing Date and the required effectiveness date passed. Pursuant to the registration rights agreement, if the registration statement was not filed on a timely basis or was not declared effective by the SEC for any reason on a timely basis, the Company was required to pay each investor monthly liquidated damages equal to 1.0% of the investment amount subscribed for by such investor (capped at 12%) until the registration statement is filed or declared effective, as the case may be. The Company’s registration statement was declared effective by the SEC on February 14, 2014. At December 31, 2014 and December 31, 2013, ~~and~~the ~~2012~~Company had accrued $47,000 of estimated liquidated damages that it owes to the holders of the outstanding Series A Preferred stock.

~~There~~Reclassifications: ~~were~~Certain ~~45,966,500,~~items in ~~36,705,000 and 45,966,500 warrants and stock options that were excluded from~~ the ~~calculation~~prior offinancial ~~diluted~~statements ~~net~~have ~~loss~~been ~~per~~reclassified ~~share~~to ~~for~~conform ~~the~~to ~~years ended December 31, 2013 and 2012, and for~~ the ~~period~~current ~~from~~year ~~inception (July 22, 2010) to December 31, 2013, respectively, because they were anti-dilutive~~presentation.

F-149

~~NOTE~~Recent 11Accounting –Pronouncements: In ~~2010~~May ~~STOCK~~2014, ~~OPTION~~the ~~PLAN~~FASB issued new accounting guidance regarding revenue recognition under GAAP. This new guidance will supersede nearly all existing revenue recognition guidance, and is effective for public entities for annual and interim periods beginning after December 31, 2016. Early adoption is not permitted. The Company is currently evaluating the impact of this new guidance on the Company's financial statements.

~~During~~In ~~2010~~June 2014, the ~~Board~~FASB ofissued ~~Directors~~guidance ~~approved~~related ~~and~~to ~~adopted~~financial ~~the~~statement ~~2010~~presentation ~~Stock~~for ~~Option,~~development ~~Deferred~~stage ~~Stock~~enterprises. ~~and~~The standard ~~Restricted~~removes ~~Stock~~the ~~Plan~~definition ~~(the~~of ~~“Plan”)~~a todevelopment ~~provide~~stage ~~for~~entity from the ~~issuance~~Master Glossary of ~~non-qualified~~the ~~and/or~~Accounting ~~incentive~~Standards ~~stock~~Codification, thereby ~~options~~removing tothe ~~employees,~~financial ~~officers,~~reporting ~~directors~~distinction ~~and~~between ~~consultants~~development stage entities and other ~~service~~reporting ~~providers~~entities from U.S. ~~The~~GAAP. ~~Plan~~In ~~was~~addition, ~~subsequently~~the ~~amended~~standard oneliminates ~~various~~the ~~dates.~~requirements ~~Generally,~~for ~~all~~development ~~options~~stage ~~granted~~entities ~~expire five~~ to ~~ten~~(1) ~~years~~present ~~from~~inception-to-date information in the ~~date~~statements of ~~grant.~~income, Itcash isflows, ~~the~~and ~~policy~~shareholder ofequity, ~~the~~(2) ~~Company~~label tothe ~~issue~~financial ~~new~~statements ~~shares~~as ~~for~~those ~~stock~~of a ~~options~~development ~~exercised~~stage entity, ~~rather~~(3) ~~than~~disclose ~~issue~~a ~~treasury~~description ~~shares.~~of ~~Options~~the ~~generally~~development ~~vest~~stage ~~over~~activities ~~ten~~in ~~years.~~which ~~Effective~~the ~~July~~entity 1,is ~~2012~~engaged, and ~~the~~(4) ~~total~~disclose ~~number~~in ofthe ~~shares~~first ofyear ~~common~~in ~~stock~~which ~~reserved~~the ~~for~~entity ~~issuance~~is ~~was~~no ~~reduced~~longer toa ~~15,000,000~~development ~~shares,~~stage ~~subject~~entity tothat ~~annual~~in ~~increases~~prior ofyears upit tohad been anin ~~amount~~the ~~equal~~development tostage. ~~15%~~The ofstandard ~~the~~is ~~outstanding~~effective ~~fully-diluted~~for ~~shares~~annual ofreporting ~~common~~periods ~~stock~~beginning ofafter ~~the~~December ~~Company~~15, 2014, and interim ~~any~~periods ~~such~~therein, ~~increase~~with ~~cannot~~early beadoption ~~made~~permitted. ~~until~~As a result, the ~~fully-diluted~~Company ~~shares~~adopted ofthis ~~common~~standard ~~stock~~as ~~outstanding~~of ~~exceeds~~June ~~100~~30,~~000,000~~ ~~shares~~2014 and eliminated since inception information from our financial statements.

OnIn ~~November~~August 292014, ~~2012,~~ the ~~Company~~FASB ~~entered~~issued ~~into~~Accounting Standards aUpdate ~~consulting~~No. 2014-15, ~~agreement~~"Presentation ~~and in consideration~~ of ~~the~~Financial ~~consulting~~Statements—Going ~~services~~Concern", ~~the~~which ~~Company~~requires ~~agreed~~ management to ~~grant~~evaluate, ~~the~~at ~~consultant~~each aannual ~~non-qualified~~and ~~option~~interim toreporting ~~purchase 2~~period,~~100,000~~ ~~shares~~whether ofthere ~~the~~are ~~Company’s~~conditions ~~common~~or ~~stock~~events atthat ~~the~~raise ~~exercise~~substantial ~~price~~doubt ~~of $0.10 per share. The option shall become exercisable at~~ about the ~~rate~~entity's ofability ~~300,000~~to ~~shares~~continue ~~upon~~as ~~execution~~a ofgoing ~~the~~concern ~~agreement~~within ~~and~~one ~~150,000~~year ~~shares~~after ~~every three months, commencing on~~ the date of the ~~agreement.~~financial ~~The~~statements ~~options~~are ~~were~~issued ~~valued~~and atprovide related ~~$301,350~~disclosures. ~~using~~ASU ~~the Black~~2014-~~Scholes~~15 ~~option~~is ~~pricing~~effective ~~model.~~for ~~Amount~~annual ofperiods ~~$86,100,~~ending ~~$50,225~~after ~~and $136~~December 15,~~325,~~ ~~respectively,~~2016 ~~relating~~and tointerim ~~these~~periods ~~options~~thereafter. Early ~~was~~application ~~expensed~~is ~~during~~permitted. ~~the~~Management ~~years~~is ~~ended~~still ~~December~~in ~~31,~~the ~~2013,~~process ~~2012,~~of ~~and~~assessing ~~for~~ the ~~period~~impact ~~from~~of ~~inception~~ASU ~~(July~~2014-15 ~~22,~~on ~~2010)~~the toCompany’s financial ~~December 31, 2013~~statements.

The ~~Company~~Financial ~~did~~Accounting ~~not~~Standards ~~grant~~Board issues ~~any~~Accounting ~~stock~~Standard ~~options~~Updates ~~during~~(“ASU”) to amend the ~~year~~authoritative ~~ended~~literature ~~December~~in 31ASC. There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) ~~2013~~are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company.

~~The~~NOTE ~~assumptions~~3 ~~used~~– inGOING ~~the Black-Scholes model are as follows:~~CONCERN

	For the year ended December 31, 2012
Risk-free interest rate		0.42	%
Expected dividend yield		0	%
Expected lives	3.5 years
Expected volatility		70	%

The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. In the near term, the Company expects operating costs to continue to exceed funds generated from operations. As a result, the Company expects to continue to incur operating losses, and the operations in the near future are expected to deplete working capital.

AManagement ~~summary~~of the Company is actively seeking financing to continue the development of its location-based mobile platform and market its product and service as well as look for synergistic partners that can add value to the Company. The ability of the Company to continue as a going concern is dependent on its ability to obtain financing arrangements and the success of its future operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The report from the Company’s independent ~~stock~~registered ~~options~~public ~~activity~~accounting ~~and~~firm ~~related~~states ~~information~~that there is substantial doubt about the Company’s ability to continue as ~~follows:~~a going concern. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. The financial statements do not include any adjustments that might result from these uncertainties.

	For the year ended 2013				For the year ended 2012
	Number of		Average		Number of		Average
	Shares		Price		Shares		Price
Outstanding at the beginning of year		17,100,000	$	0.034		15,000,000	$	0.025
Granted		-		-		2,100,000		0.1
Exercised/Expired/Cancelled		-		-		-		-
Outstanding at the end of year		17,100,000	$	0.034		17,100,000	$	0.034
Exercisable at the end of year		11,400,000	$	0.031		7,800,000	$	0.028

NOTE 4 – OTHER CURRENT ASSETS

~~F-15~~Other current assets consisted of the following:

NOTE 11 – 2010 STOCK OPTION PLAN (Continued)

	December 31,
	2014		2013

Consulting and professional fees	$	209,305	$	124,296
Prepaid offering costs		-		77,676
Employee advances		51,643		-
Other		-		4,205
Total other current assets	$	260,948	$	206,177

~~The following table sets forth additional information about stock options outstanding at December 31, 2013:~~F-10

Weighted

Average

Weighted

Range of

Remaining

Average

Exercise

Options

Contractual

Exercise

Options

Prices

Outstanding

Life

Price

Exercisable

$ 0.025 - 0.1

17,100,000

6.33

0.034

11,400,000

NOTE 5 – FURNITURE AND EQUIPMENT AND SOFTWARE DEVELOPMENT COSTS

AsFurniture ofand ~~December~~equipment ~~31,~~consisted ~~2013, there was $480,025~~ of ~~total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under~~ the ~~Plan. That cost is expected to be recognized over a weighted average period of 1.55 years.~~following:

The estimated aggregate pretax intrinsic value (the difference between the Company’s estimated stock price on the last day of the period ended December 31, 2013 and the exercise price, multiplied by the number of in-the-money options) is approximately $2,032,000. This amount changes based on the fair market value of the Company’s common stock.

	December 31,
	2014			2013

Furniture and equipment	$	119,097		$	43,245
Accumulated depreciation		(30,626	)		(20,681	)
Furniture and equipment, net	$	88,471		$	22,564

~~NOTE~~Depreciation 12expense –for ~~STOCK~~the ~~WARRANTS~~years ended December 31, 2014 and 2013 was $9,945 and $8,440 respectively.

~~During~~The ~~the~~Company ~~year~~released ~~ended~~its ~~December~~mobile ~~31,~~application on ~~2013~~September 4, ~~the~~2014 ~~Company~~which ~~issued~~prior ~~stock~~to ~~purchase~~that ~~warrants~~date towas ~~investors~~ in ~~private~~development. ~~placements~~Upon ~~for~~ the ~~right~~date toof ~~purchase~~release 7to customers,~~776,500~~ ~~shares of~~ the Company’s ~~common~~had ~~stock at~~ capitalized $~~0.50~~710,200 ~~per~~in ~~share~~costs. The ~~warrants~~software ~~vest~~is ~~immediately~~being ~~and~~amortized ~~have~~over aits ~~term~~estimated ofuseful ~~five~~life ~~years~~of ~~from~~3 ~~the date the warrants were issued~~years. ~~The warrants were valued at $322,317 using the Black-Scholes option pricing model.~~

~~On March 11, 2013, the Company entered into a~~ Software ~~Development~~development ~~Agreement~~costs ~~pursuant~~consisted ~~to which a warrant to purchase 350,000 shares~~ of the ~~Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature and vests as follows~~following: (a) 50,000 shares on July 31, 2013, (b) 50,000 shares on October 31, 2013, and (c) 25,000 shares at the end of every three months starting on January 31, 2014. The warrants were valued at $26,880 using the Black-Scholes option pricing model.

On April 1, 2013, the Company entered into a Software Development Agreement pursuant to which a warrant to purchase 800,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature and vests as follows: (a) 100,000 shares on July 31, 2013, (b) 100,000 shares on October 31, 2013, and (c) 60,000 shares at the end of every three months starting on January 31, 2014. The warrants were valued at $75,040 using the Black-Scholes option pricing model.

	December 31,
	2014			2013

Software development costs	$	710,200		$	710,200
Accumulated amortization		(78,911	)		-
Software development costs, net	$	631,289		$	710,200

OnAmortization ~~April~~expense 1,for ~~2013,~~ the ~~Company~~years ~~entered~~ended ~~into~~December a Software Development Agreement pursuant to which a warrant to purchase 125,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature and vests 12,500 shares at the end of every three months with the first tranche vesting on January 31, 2014. ~~The~~and 2013 ~~warrants~~was ~~were valued at~~ $1178,~~725~~911 ~~using~~and ~~the~~$0 ~~Black-Scholes option pricing model~~respectively.

OnNOTE ~~July~~6 1,– ~~2013,~~ACCRUED the Company entered into a Software Development Agreement pursuant to which a warrant to purchase 60,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature and vests as follows: (a) 10,000 shares on December 31, 2013, and (b) 5,000 shares at the end of every three months starting on April 1, 2014. The warrants were valued at $5,640 using the Black-Scholes option pricing model.EXPENSES

OnAccrued ~~August~~expenses ~~28,~~consisted ~~2013, the Company entered into a Consulting Agreement pursuant to which a warrant to purchase 300,000 shares~~ of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature and vests immediately. The warrants were valued at $23,400 using the Black-Scholes option pricing model.following:

F-16

	December 31,
	2014		2013

Accrued salaries and related expenses	$	110,093	$	25,710
Accrued professional fees		-		33,875
Sublease deposit		13,553		-
Registration rights penalty		47,000		47,000
Other		12,987		-
Total Accrued Expenses	$	183,633	$	106,585

NOTE 127 – ~~2010~~SETTLEMENT ~~STOCK WARRANTS (continued)~~PAYABLE

OnIn ~~August~~November 132011, ~~2013,~~ the Company ~~entered~~settled ~~into~~ a legal ~~Consulting~~dispute ~~Agreement~~for ~~pursuant~~the tototal ~~which~~amount aof ~~warrant to purchase 25~~$275,000, ~~shares~~ of ~~the~~which ~~Company’s common stock at~~ $~~0.25~~50,000 ~~per~~was ~~share~~paid ~~was~~on ~~issued.~~December ~~The~~15, ~~warrant~~2011 ~~has~~with athe ~~cashless~~remainder ~~exercise~~payable ~~feature~~in ~~and~~monthly installments ~~vests~~of $6,250 ~~shares~~through atDecember ~~the~~7, ~~end~~2014. At ofDecember ~~every~~31, ~~three~~2014 ~~months~~and ~~starting December 1~~2013, ~~2013.~~the ~~The~~settlement ~~warrants~~payable ~~were~~amounted ~~valued~~to at$0 and $268,~~160~~750, ~~using the Black-Scholes option pricing model~~respectively.

During the year ended December 31, 2012, the Company issued stock purchase warrants to investors in private placements for the right to purchase 2,500,000, 3,210,000 and 3,088,000 shares of the Company’s common stock at $0.25, $0.50 and $0.75 per share, respectively. The warrants vest immediately and have a term of five years from the date the warrants were issued. The warrants were valued at $46,000, $135,141 and $114,898, respectively using the BlackF-~~Scholes option pricing model.~~11

OnNOTE ~~March~~8 ~~20,~~– ~~2012,~~PROVISION ~~the~~FOR ~~Company~~INCOME entered into a consulting agreement pursuant to which a warrant to purchase 200,000 shares of the Company’s common stock at $0.25 per share were issued. The warrant has a cashless exercise feature and vest as follows: (a) 25,000 shares after six months after the date of the agreement, (b) 100,000 shares after twelve months after the date of the agreement, and (c) 75,000 shares eighteen months after the date of the agreement. The warrants were valued at $18,840 using the Black-Scholes option pricing model.TAXES

OnIncome ~~November~~taxes 1, 2012, the Company entered into a consulting agreement pursuant to which a warrant to purchase 500,000 shares of the Company’s common stock at $0.25 per share were issued. The warrant has a cashless exercise feature and vests as follows: (abenefit) ~~50,000~~consisted ~~shares three months after the date~~ of the agreement, (b) 50,000 shares six months after the date of the agreement, (c) 100,000 shares nine months after the date of the agreement, and (d) 300,000 shares twelve months after the date of the agreement. The warrants were valued at $44,200 using the Black-Scholes option pricing model.following:

On August 6, 2012, the Company entered into a placement agency agreement and agreed to grant warrants to the placement agent at each closing of the offering. During the year ended December 31, 2012, the Company granted stock purchase warrants to the placement agency for the right to purchase 156,000 shares of the Company’s common stock at exercise prices ranging from $0.25 to $0.50. The warrants vest immediately and have a term of five years from the date the warrants were issued. The warrants were valued at $9,524 using the Black-Scholes option pricing model.

	Year Ended December 31,
	2014			2013
Current:
Federal	$	-		$	-
State		800			800
Deferred:
Federal		(3,254,000	)		(706,000	)
State		(558,000	)		(201,000	)

		(3,812,000	)		(907,000	)
Valuation allowance		3,812,000			907,000

	$	800		$	800

OnIncome ~~October~~taxes 15are disproportionate to income due to net operating loss carryforwards, ~~2012~~which are fully reserved. As of the balance sheet date, the Company ~~entered~~has ~~into~~federal aand ~~software~~state net ~~development~~operating ~~agreement~~loss ~~pursuant~~carryforwards toof ~~which~~approximately a$8.8 ~~warrant~~million toeach, ~~purchase~~which ~~125,000~~will ~~shares~~begin ofto ~~Company’s~~expire ~~common~~in ~~stock~~2031 atand ~~$0.30~~2033, ~~issued~~respectively. The tax ~~warrant~~benefit ~~has~~of asuch ~~cashless~~net ~~exercise~~operating ~~feature~~losses ~~and~~is ~~vests~~recorded as ~~follows:~~an ~~(a)~~asset ~~70,000~~to ~~shares~~the ~~six~~extent ~~months~~management ~~after~~assesses the ~~date~~utilization of ~~the~~such ~~agreement,~~net operating ~~and~~losses ~~(b)~~to ~~55,000~~be ~~shares~~more ~~twelve~~likely ~~months~~than ~~after~~not. Based upon the ~~date~~Company’s ofshort term historical operating performance, the ~~agreement.~~Company ~~The~~has ~~warrants~~established ~~were~~a ~~valued~~valuation atallowance ~~$9,738~~for ~~using~~any ~~the~~income ~~Black-Scholes~~tax ~~option~~benefit ~~pricing~~recorded ~~model~~for its net operating loss carryforwards.

The ~~assumptions~~following ~~used~~is ina summary of the ~~Black-Scholes~~significant components ~~option~~of ~~pricing~~the ~~model~~Company’s ~~are~~net deferred income tax assets and liabilities as ~~follows~~of December 31, 2014 and 2013:

	For the year ended			For the year ended
	Year Ended December 31,
	December 31, 2013			December 31, 2012
	2014			2013
Risk-free interest rate		0.29 - 0.84	%		0.27 - 0.73	%
Current deferred income tax assets:
Expected dividend yield		0	%		0	%
Other	$	69,000		$	3,000
Expected lives	2.5 - 3.5 years				2.5 – 3.35 years
Non-current deferred income tax assets and liabilities:
Expected volatility		70	%		70	%
Net operating loss carryforwards		3,514,000			2,370,000
Stock based compensation		229,000			54,000
Other		-			9,000
Accumulated depreciation of furniture and equipment		-			(286,000	)
Less valuation allowance		(3,812,000	)		(2,150,000	)
Net non-current deferred tax assets	$	-		$	-

~~Warrants~~ The toCompany ~~purchase~~has applied 28the provision of FASB ASC 740,~~866,500~~ ~~shares~~“Income Tax” which clarifies the accounting for uncertainty in tax positions. FASB ASC 740 requires the recognition of the ~~Company’s~~impact ~~common~~of ~~stock~~a ~~with~~tax ~~exercise~~position ~~prices~~in ~~ranging~~the ~~from~~financial ~~$0.01~~statements toif ~~$0.75~~that ~~were~~position ~~outstanding~~is asmore likely than not of being sustained on a tax return upon examination by the relevant taxing authority, based on the technical merits of the position. At December 31, 2014 and 2013, the Company had no unrecognized tax benefits.

AThe ~~summary~~Company recognizes interest and penalties related to income tax matters in interest expense and operating expenses, respectively. As of December 31, 2014 and 2013, the Company’s has ~~warrant~~no ~~activity~~accrued interest and penalties related ~~information~~to isuncertain astax ~~follows:~~positions.

	For the year ended 2013					For the year ended 2012
	Number of			Average		Number of		Average
	Shares			Price		Shares		Price
Outstanding at the beginning of year		19,605,000		$	0.36		9,826,000	$	0.24
Granted		9,436,500		$	0.46		9,779,000	$	0.48
Forfeited/Expired		(175,000	)	$	0.25		-
Outstanding at the end year		28,866,500		$	0.39		19,605,000	$	0.36

The Company is subject to tax in the United States (“U.S.”) and files tax returns in the U.S. Federal jurisdiction and California state jurisdiction. The Company is no longer subject to U.S. Federal, state and local income tax examinations by tax authorities for years before 2011. The Company currently is not under examination by any tax authority.

~~NOTE 13 – EMPLOYMENT AGREEMENTS~~F-12

OnThe ~~August~~reconciliation 3,between ~~2010,~~ the ~~Company~~statutory income ~~entered~~tax ~~into~~rate ~~a 5-year (“Term”) agreement with Bill Glaser for his services as Chief Executive Officer. The agreement was amended on March 15, 2011 to change his title from Chief Executive Officer to President~~ and ~~extended~~ the ~~term~~effective totax ~~March~~rate ~~15, 2016. Per the amendment to the agreement dated August 8, 2011, Mr. Glaser~~ is ~~compensated~~as with an annual salary of $180,000, which was increased to $190,000 in 2013. Mr. Glaser’s annual salary will increase to $250,000 in the event that either (i) OverNear raises an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) OverNear recognizes $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) OverNear raises an aggregate $10,000,000 in debt or equity financing after August 8, 2011 or (ii) OverNear recognizes $10,000,000 in cumulative gross revenues. Mr. Glaser will receive a bonus of 5% of OverNear’s adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA). On August 19, 2013, the agreement was amended to eliminate this provision in the agreement. His agreement also provides for options to purchase 5,000,000 shares of common stock under the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) at an exercise price of $0.025 per share, of which 2,500,000 shares became exercisable on January 1, 2013 and the remainder of which will become exercisable on the following schedulefollows: ~~500,000 shares at the beginning of each subsequent six (6) month period. The options expire 10 years after grant.~~

In the event of a change of control of OverNear prior to the one (1) month anniversary of Mr. Glaser’s termination, Mr. Glaser will be due the greater of (i) the remainder of his annual salary during the Term or (ii) $250,000. All unvested stock options will become vested, and any unexercised stock options will be paid out as cash in the amount equal to the difference between the consideration paid to OverNear on a per share basis less the exercise price of the stock option, the value of which is multiplied to the number of options held by Mr. Glaser. In the event of Mr. Glaser’s termination without cause by OverNear, Mr. Glaser will be paid the lesser of (i) the remainder of his annual salary during the Term or (ii) one (1) year’s salary, and all stock options held by Mr. Glaser under the Plan will immediately vest in full and remain outstanding and exercisable until ten (10) years from the grant date.

Statutory federal income tax rate	(34.0	)%
States taxes	0.01
Stock based compensation	5.21
Other	0.23
Valuation reserve for income taxes	28.57
	0.02	%

OnNOTE ~~September~~9 ~~13,~~– 2010, the Company entered into a 5-year (“Term”) agreement with Fred E. Tannous for his services as Chief Financial Officer. The agreement was amended on March 15, 2011 to add the additional title of Chief Executive Officer and extended the term to March 15, 2016. Per the amendment to the agreement dated August 8, 2011, Mr. Tannous is compensated with an annual salary of $180,000, which was increased to $190,000 in 2013. Mr. TannousSTOCKHOLDERS’ annual salary will increase to $250,000 in the event that either (i) OverNear raises an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) OverNear recognizes $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) OverNear raises an aggregate $10,000,000 in debt or equity financing after August 8, 2011 or (ii) OverNear recognizes $10,000,000 in cumulative gross revenues.EQUITY

~~F-17~~Common Stock

~~NOTE~~The 13Company –is authorized ~~EMPLOYMENT~~to ~~AGREEMENTS~~issue ~~(continued)~~500,000,000 shares of its $0.001 par value common stock.

~~Mr.~~During ~~Fred~~the ~~Tannous~~year ended ~~was~~December ~~issued shares of OverNear’s common stock valued at $50~~31,~~000,~~ as2014 ~~a signing bonus;~~ and ~~Mr.~~2013, ~~Fred~~the ~~Tannous~~Company ~~will~~issued ~~also receive a bonus of 5% of OverNear’s adjusted earnings before interest~~1, ~~taxes~~272,005 ~~depreciation,~~ and ~~amortization (EBITDA). On August 19~~1, ~~2013~~933,886 ~~the~~shares ~~agreement~~of ~~was amended to eliminate this provision in~~ the ~~agreement. His~~Company’s ~~agreement also provides for options to purchase 10,000,000 shares of~~ common stock ~~under~~for ~~the 2010 Stock Option~~consulting services, ~~Deferred~~with ~~Stock~~a ~~and~~value ~~Restricted Stock Plan (the “Plan”) at an exercise price~~ of $~~0.025 per share~~314,005 ofand ~~which 5~~$407,~~000~~143,~~000~~ ~~shares became exercisable on January 1~~respectively, ~~2013~~based ~~and the remainder of which will become exercisable~~ on the ~~following~~fair ~~schedule:~~market ~~1,000,000~~value ~~shares at the beginning~~ of ~~each subsequent six (6) month period. The options expire 10 years after grant. For accepting~~ the ~~CEO~~Company’s ~~position, Mr. Tannous received 4,000,000 restricted shares of~~ common stock on ~~in March 2011,~~ the ~~fair value~~date of ~~the shares was determined to be $100,000~~grant.

InDuring the ~~event~~year ended ofDecember a31, ~~change~~2014 ofand ~~control~~2013, ~~of OverNear prior to~~ the ~~one~~Company ~~(1)~~issued ~~month~~226,996 ~~anniversary~~and ~~of Mr. Tannous’ termination~~638,463 ~~Mr.~~shares ~~Tannous will be due the greater~~ of ~~(i)~~ the ~~remainder~~Company’s ofcommon ~~his~~stock ~~annual~~for ~~salary~~software development ~~during~~services, ~~the~~with ~~Term~~a orvalue ~~(ii)~~of $~~250~~47,~~000.~~444 ~~All~~and ~~unvested~~$133,908, ~~stock options will become vested~~respectively, ~~and~~based ~~any unexercised stock options will be paid out as cash in the amount equal to the difference between the consideration paid to OverNear~~ on ~~a per share basis less~~ the ~~exercise~~fair ~~price~~market ~~of the stock option, the~~ value of ~~which~~the isCompany’s common ~~multiplied~~stock toon the ~~number~~date of ~~options held by Mr. Tannous.~~grant

InDuring the ~~event~~year ended ofDecember ~~Mr.~~31, ~~Tannous’~~2014 ~~termination~~and ~~without cause by OverNear~~2013, ~~Mr.~~the ~~Tannous~~Company ~~will~~issued be0 ~~paid~~and ~~the~~898,200 ~~lesser~~shares of ~~(i)~~ the ~~remainder~~Company’s ofcommon ~~his~~stock ~~annual~~with ~~salary~~a ~~during~~value ~~the~~of ~~Term~~$0 and or$186,736, ~~(ii) one (1) year’s salary~~respectively, ~~and~~for ~~all~~the ~~stock~~settlement ~~options~~of ~~held~~accounts ~~by Mr~~payable. ~~Tannous~~In ~~under~~connection with the ~~Plan~~issuance ~~will~~of ~~immediately~~stock ~~vest~~ in ~~full~~2013, ~~and~~a ~~remain~~gain ~~outstanding~~on settlement ~~and~~was ~~exercisable~~recorded ~~until~~in ~~ten~~the ~~(10)~~statement ~~years~~of ~~from~~operations ~~the~~for ~~grant date~~$4,735.

~~The~~Preferred ~~following table summarizes the Company's minimum obligations in the event of no early termination under employment agreements as of December 31:~~Stock

2014	$	495,000
2015		500,000
2016		104,000
	$	1,099,000

The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share. The preferred stock may be issued in one or more series.

~~NOTE~~The 14first –series ~~LEASE~~consists ~~COMMITMENTS~~of 3,210,000 shares and is designated as series A convertible preferred stock (“Series A Preferred Stock”). The holders of Series A Preferred Stock are entitled to receive, if, when and as declared by the Board, dividends at an annual rate of 8% of the original purchase price of Series A Preferred Stock. No dividends were declared for the years ended December 31 2014 and 2013. In the event of any liquidation, dissolution or winding up of the Company, voluntary or involuntary, the holders of the Series A Preferred Stock are entitled to receive the amount of $0.50 per share. Each share of Series A Preferred Stock is convertible at the option of the holder at any time after the date of issuance into equal number of shares of common stock. Each share of Series A Preferred Stock issued and outstanding is entitled to the number of votes equal to the number of shares of common stock into which such share of Series A Preferred Stock could be converted.

~~The~~In August and October 2013, the Company obtained ~~leases~~the ~~its~~consent ~~office~~of ~~facility~~approximately in69% ~~Santa~~of ~~Monica,~~its ~~California~~preferred ~~pursuant~~shareholders to aadopt, ~~lease~~approve ~~agreement~~and ~~expiring~~ratify ~~May~~the ~~2015~~Amended and Restated Certificate of Designations of the Company’s Series A Convertible Preferred Stock. ~~Under~~ The amendment, which was filed with the ~~terms~~state of Nevada on October 4, 2013, provides that the ~~lease~~Company ~~agreement~~shall have the right to convert the Series A Convertible Preferred Stock into shares of the Company’s iscommon ~~also~~stock in its sole discretion at any time, at which time, such Series A Convertible Preferred Stock shall automatically and without any required action by any holder, be converted into 103% of fully paid, non-assessable shares of common stock. As of the date when these financial statements were available to ~~pay~~be ~~additional~~issued, ~~amount~~no ~~for~~preferred ~~operating~~shares ~~expenses~~had been converted to common stock.

~~The following table summarizes the Company's future minimum commitment under lease agreement as of December 31, 2013:~~F-13

For the year ended December 31,	Amount
2014	$	53,000
2015		21,000
Total	$	74,000

On March 26, 2014 the Company designated 2,000,000 shares of preferred stock as Series B Preferred Stock (“Series B Preferred Stock”). Each share of Series B Preferred Stock is entitled to the equivalent of one hundred (100) votes of Common Stock. The holders of Series B Preferred Stock are not entitled to dividends and do not receive liquidation preferences or conversion privileges.

~~NOTE~~On 15March –26, ~~VENDOR~~2014, ~~SETTLEMENTS~~the ~~AND~~Company ~~GAIN~~issued ONto its ~~FORGIVENESS~~officers OF2,000,000 ~~DEBT~~shares of preferred stock designated as series B Preferred Stock. The fair value of the Series B Preferred Stock on the date of issuance was determined to be $2,000 and was recorded as officers’ compensation.

~~The~~During ~~Company~~the ~~has~~year ~~entered~~ended ~~into~~December ~~arrangements~~31, ~~with~~2012, the ~~various~~Company ~~professional~~issued ~~service~~26.75 ~~providers~~units ~~for~~of ~~amounts~~Series ~~less~~A ~~than~~Preferred ~~the~~Stock ~~liability~~at ~~recorded~~$30,000 inper ~~accounts payable~~unit. ~~The~~ ~~Company’s~~Each ~~management~~unit ~~also~~consists ~~forgave~~of ~~their~~(1) ~~deferred~~120,000 ~~compensation~~shares inof ~~2011. As~~Series A aPreferred ~~result~~Stock, ofand ~~these~~(2) ~~transactions~~warrants to purchase 120,000 ~~the~~shares of Company’s ~~recorded~~common ~~gain~~stock onat ~~settlement~~an ~~and~~exercise ~~forgiveness~~price of ~~debt~~$0.50 with immediate vesting and 5 years to exercise. Total consideration from issuance of units amounted to $4802,~~735~~500, of which $10152,~~847,~~500 ~~and~~was ~~$248~~received in January 2013. The Company issued warrants to purchase 3,~~742~~210,000 ~~for~~shares of the ~~years~~Company’s ~~ended~~common ~~December~~stock in ~~31,~~conjunction ~~2013~~with ~~and~~the ~~2012,~~sale of units and the ~~period~~fair ~~from~~value ~~inception~~of ~~(July~~the ~~22,~~warrants ~~2010)~~was determined to ~~December~~be 31$135, ~~2013, respectively~~141.

~~NOTE~~In 16connection –with ~~SUBSEQUENT~~the ~~EVENTS~~Company’s December 31, 2012 sale of $802,500 in units consisting of an aggregate of 3,210,000 shares of the Company’s Series A Preferred Stock and warrants to purchase an aggregate of 3,210,000 shares of the Company’s common stock, the Company was required to file a registration statement registering the shares of common stock. Such Series A Preferred Stock were convertible into 3,210,000 shares of common stock. Such registration statement was required to be filed within 60 days of the final closing date (the “Filing Date”) and to be declared effective by 150 days from the Filing Date. The Company did not meet the required Filing Date and the required effectiveness date has already passed. Pursuant to the registration rights agreement, if the registration statement was not filed on a timely basis or was not declared effective by the SEC for any reason on a timely basis, the Company was required to pay each investor monthly liquidated damages equal to 1.0% of the investment amount subscribed for by such investor (capped at 12%) until the registration statement is filed or declared effective, as the case may be. The Company’s registration statement was declared effective by the SEC on February 14, 2014. At December 31, 2014 and 2013, the Company accrued $47,000 of estimated liquidated damages that it owes to the holders of the outstanding Series A Preferred Stock.

~~During~~Private ~~the first quarter of 2014, the Company executed the following common stock transactions:~~Placements

●In 2014, the ~~issuance~~Company ofraised ~~an aggregate 4~~$3,~~904~~396,000 under ~~shares~~a toprivate ~~investors~~placement inwhich consisted of a ~~private~~unit ~~placement.~~made ~~Total~~up ~~consideration~~of ~~from~~one ~~issuance~~(1) share of common stock and ~~stock~~one ~~warrants~~(1) towarrant ~~purchase~~with ~~4,904,000~~a ~~share~~term of five ~~common~~years ~~stock~~and at an exercise price of $0.50. ~~per~~Each ~~share~~unit ~~amounted~~was tosold for $10.25. Accordingly,~~226~~ the Company issued 13,584,000 shares of common stock and a like amount of warrants. The warrants ~~vest~~were ~~immediately~~valued ~~and~~at ~~are~~$546,733 ~~exercisable~~using inthe ~~five~~Black-Scholes ~~years.~~pricing model using the following range of inputs:

● As of January 2014, the Company raised an aggregate of $5 million in equity financings. As such, annual salary of the two officers of the Company was increased to $250,000 pursuant to their respective employment agreements (see Note 13).

Risk-free interest rate	0.49 0.73	%
Expected dividend yield	0	%
Expected lives	2.5 years
Expected volatility	70	%

●

On February 14, 2014, the Securities and Exchange Commission issued a notice of effectiveness of the S-1 filed by the Company to sell 10,000,000 shares of common stock at a public offering price of $0.50 per share.

●

On March 26, 2014, the Company filed a Certificate of Designation for Series B Preferred Shares and issued 1,000,000 shares each to Fred E. Tannous and Bill Glaser. Each holder of outstanding shares of Series B Preferred Stock shall be entitled to one hundred (100) votes for each share of Series B Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting to stockholders of the Company. Each share is convertible into 5 shares of Common stock at a conversion price equal to $0.25 per share and has a cashless conversion feature.

In the third quarter of 2014, the Company opened a new private placement for the sale of common stock at $0.40 per share. The Company sold 62,500 shares of the Company’s common stock for $25,000.

FDuring the year ended December 31, 2013, the Company raised $1,944,125 in a private placement for the issuance of units consisting of shares of common stock and warrants to purchase common stock. Each unit was sold for $0.25. Accordingly, the Company issued 7,776,500 shares of common stock and a like amount of warrants that vested immediately, had a term of five years, and an exercise price of $0.50. The warrants were valued at $322,317 using the Black-18Scholes option pricing model.

~~ITEM~~Stock ~~9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~Options

~~There~~During ~~are~~2010, nothe ~~reportable~~Board ~~disagreements~~of ~~with~~Directors ~~our~~approved and ~~independent~~adopted ~~auditors~~the 2010 Stock Option, ~~Gumbiner~~Deferred ~~Savett~~Stock ~~Inc~~and Restricted Stock Plan (the “Plan”) to provide for the issuance of non-qualified and/or incentive stock options to employees, officers, directors and consultants and other service providers. The Plan was subsequently amended on various dates. Generally, all options granted expire five to ten years from the date of grant. It is the policy of the Company to issue new shares for stock options exercised, rather than issue treasury shares. Effective July 1, 2012, the total number of shares of common stock reserved for issuance was reduced to 15,000,000 shares, subject to annual increases of up to an amount equal to 15% of the outstanding fully-diluted shares of common stock of the Company and any such increase cannot be made until the fully-diluted shares of common stock outstanding exceeds 100,000,000 shares.

~~ITEM 9A. CONTROLS AND PROCEDURES.~~F-14

~~Disclosure~~During ~~Controls~~2014, the Company granted 5,978,000 options to various employees. Each option had a life of five years, had exercise prices ranging from $0.10 to $0.40 and ~~Procedures~~had vesting dates ranging from 2 to 3 years. The Company valued the options using the Black-Scholes pricing model on the date of grant using the following range of inputs.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on that evaluation, our CEO and CFO concluded that, as of December 31, 2013, our disclosure controls and procedures were not effective at the reasonable assurance level to ensure that the information required to be disclosed by the Company in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures, due to the material weaknesses described below.

	For the year ended December 31, 2014
Risk-free interest rate		0.11 – 0.14	%
Expected dividend yield		0	%
Expected lives		3.5 - 5 years
Expected volatility		70-100	%

AThe ~~material~~total ~~weakness~~value ~~is a control deficiency (within the meaning~~ of the ~~Public~~options ~~Company~~was ~~Accounting~~issued during ~~Oversight~~2014 ~~Board~~was ~~(PCAOB)~~$780,877 ~~Auditing~~which ~~Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements~~ will ~~not~~ be ~~prevented~~recognized orover ~~detected. Our management identified~~ the ~~following~~next ~~material~~three ~~weaknesses~~years inas ~~our~~they ~~disclosure controls and procedures:~~vest.

1.The WeCompany dodid not ~~have~~grant ~~written~~any ~~documentation~~stock ofoptions during ~~our~~the ~~internal~~year ~~control~~ended ~~policies~~December ~~and~~31, ~~procedures~~2013. ~~Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.~~

2.The Werisk-free dointerest ~~not~~rate ~~have~~assumption for ~~sufficient~~options ~~segregation~~granted ~~of duties within accounting functions, which~~ is abased ~~basic~~upon ~~internal~~observed ~~control.~~interest ~~Due~~rates toon ~~our~~the ~~size~~United ~~and~~States ~~nature,~~government ~~segregation~~securities ofappropriate ~~all~~for ~~conflicting duties may not always be possible and may not be economically feasible. To~~ the ~~extent~~expected term ~~possible, however, separate individuals should initiate transactions, have custody~~ of ~~assets,~~the ~~and~~Company's ~~record~~employee ~~transactions~~stock options.

~~3. We do not have adequate review and supervision procedures for financial reporting functions.~~ The ~~review~~expected ~~and~~term ~~supervision function~~ of ~~internal~~employee ~~control~~stock ~~relates~~options is tocalculated using the ~~accuracy~~simplified ofmethod ~~financial~~which ~~information~~takes ~~reported.~~into ~~The~~consideration ~~failure to review and supervise could allow~~ the ~~reporting~~contractual ~~of inaccurate or incomplete financial information. Due to our size~~ and ~~nature,~~vesting ~~review~~terms ~~and supervision may not always be possible or economically feasible. Management evaluated the impact~~ of the ~~significant number of adjustments as a result of our review and concluded that the resulting control deficiency represented a material weakness~~options.

ToThe ~~address~~Company ~~these~~determined ~~material~~the ~~weaknesses,~~expected ~~management~~volatility assumption ~~performed~~for ~~additional~~options ~~analyses~~granted ~~and~~using ~~other~~the ~~procedures~~historical ~~during~~volatility ~~the~~of ~~year~~comparable ~~ended~~public ~~December~~company's ~~31,~~common ~~2013~~stock. The Company will continue to ~~ensure~~monitor ~~that~~peer ~~the~~companies ~~financial~~and ~~statements~~other ~~included~~relevant ~~herein~~factors ~~fairly~~used ~~present,~~to inmeasure ~~all~~expected ~~material~~volatility ~~respects,~~for ~~our~~future ~~financial~~stock ~~position~~option grants, ~~results~~until such oftime ~~operations~~that ~~and~~the ~~cash~~Company’s ~~flows~~common ~~for~~stock ~~the~~has ~~periods~~enough ~~presented~~market history to use historical volatility.

~~Internal~~The ~~Control~~dividend ~~over~~yield ~~Financial~~assumption ~~Reporting~~for options granted is based on the Company's history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future

~~Management~~A summary of the Company’s ~~Annual~~stock options ~~Report~~activity onand ~~Internal~~related ~~Control~~information ~~over~~is ~~Financial~~as ~~Reporting~~follows:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Our internal control over financial reporting is designed 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 in the United States of America. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

				Weighted Average		Weighted Average Remaining Contractual
	Options			Price		Term		Exercisable
Outstanding at December 31, 2012		17,100,000		$	0.034		7.33		7,800,000
Granted		-			-		-
Exercised		-			-		-		-
Expired/Cancelled		-			-		-		-
Outstanding at December 31, 2013		17,100,000		$	0.034		6.33		11,400,000

Granted		5,978,000			0.18		5.00
Exercised		-			-		-		-
Expired/Cancelled		(2,500,000	)		0.10		4.65
Outstanding at December 31, 2014		20,578,000		$	0.05		4.96		16,537,000

13F-15

~~Any~~As ~~system~~ of ~~internal~~December ~~control~~31, no2014, ~~matter~~there ~~how~~was ~~well designed~~$378,010 of ~~has~~total ~~inherent~~unrecognized ~~limitations,~~compensation ~~including~~cost ~~the~~related ~~possibility~~to ~~that~~non-vested ashare-based ~~control~~compensation ~~can~~arrangements begranted ~~circumvented~~under orthe ~~overridden~~Plan. ~~and~~That cost ~~misstatements~~is ~~due~~expected to ~~error or fraud may occur and not~~ be ~~detected~~recognized inover athe ~~timely~~next ~~manner~~2. ~~Also,~~75 ~~because~~years ofas ~~changes~~follows: in2015 ~~conditions~~- $322,808, ~~internal~~2016 ~~control~~- ~~effectiveness may vary over time. Accordingly~~$51,758, ~~even~~2017 an- ~~effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.~~$3,444

~~Our~~Subsequent ~~management~~to ~~assessed~~December ~~the~~31, ~~effectiveness~~2014, of450,000 options ~~our~~were ~~internal~~forfeited, ~~control~~reducing ~~over~~future ~~financial~~unrecognized ~~reporting~~compensation ~~based~~cost ~~on criteria in Internal Control-Integrated Framework issued~~ by ~~the~~approximately ~~Committee of Sponsoring Organizations of the Treadway Commission~~$61,000.

~~Based~~The onfollowing ~~that~~table ~~evaluation,~~sets ~~our~~forth ~~management~~additional information ~~concluded~~about ~~that~~stock asoptions ofoutstanding at December 31, ~~2013, our internal control over financial reporting was not effective due to the material weaknesses described above under “Disclosure Controls and Procedures.”~~ 2014:

Changes in internal control over financial reporting.

Weighted

Average

Weighted

Range of

Remaining

Average

Exercise

Options

Contractual

Exercise

Options

Prices

Outstanding

Life

Price

Exercisable

$ 0.025 - 0.40

20,578,000

5.13

0.04

16,537,000

~~There~~The ~~were~~estimated noaggregate ~~changes~~pretax inintrinsic value ~~our~~(the ~~internal~~difference ~~control~~between ~~over~~the ~~financial~~Company’s ~~reporting~~estimated ~~identified~~stock inprice ~~connection~~on ~~with~~ the ~~evaluation~~last ~~required~~day byof ~~Rule 13a-15(d) or Rule15d-15(d) promulgated under~~ the ~~Exchange~~period ~~Act~~ended ~~that~~December ~~occurred~~31, ~~during~~2014 and the ~~fourth~~exercise ~~quarter~~price, ofmultiplied by the ~~year~~number ~~ended~~of ~~December~~in-the-money ~~31,~~options) ~~2013~~is ~~that have~~approximately ~~materially affected~~$7,192,500. ~~or are~~This ~~reasonably~~amount ~~likely~~changes tobased ~~materially~~on the ~~affect,~~fair ~~our~~market ~~internal~~value ~~control~~of ~~over~~the ~~financial~~Company’s ~~reporting~~common stock.

~~ITEM~~During 9Bthe years ended December 31, 2014 and 2013, stock based compensation from stock option included in selling general and administrative was $574,955 and $296,100, respectively. ~~OTHER~~ ~~INFORMATION~~There was no stock option expense included in research and development costs.

In the first quarter of 2014, the Company issued 2,000,000 units of Series B Preferred Stock to our two sole officers and directors, Fred E. Tannous and Bill Glaser. Each holder of outstanding shares of Series B Preferred Stock shall be entitled to one hundred (100) votes for each share of Series B Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting to stockholders of the Company. Each share is convertible into five shares of Common stock at a conversion price equal to $0.25 per share and has a cashless conversion feature.Warrants

~~ITEM~~During ~~10. DIRECTORS~~the year ended December 31, ~~EXECUTIVE~~2013, the ~~OFFICERS~~Company issued stock purchase warrants to investors in private placements for the right to purchase 7,776,500 ~~AND~~shares ~~CORPORATE~~of ~~GOVERNANCE~~the Company’s common stock at $0.50 per share. The warrants vest immediately and have a term of five years from the date the warrants were issued. The warrants were valued at $322,317 using the Black-Scholes option pricing model. See above for related private placement information and valuation of warrants issued in connection therewith.

~~Our~~On ~~Management~~March 11, 2013, the Company entered into a Software Development Agreement pursuant to which a warrant to purchase 350,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature a five (5) year term and vests as follows: (a) 50,000 shares on July 31, 2013, (b) 50,000 shares on October 31, 2013, and (c) 25,000 shares at the end of every three months starting on January 31, 2014. During the fourth quarter of 2014, the agreement was terminated and 175,000 warrants were forfeited. The warrants were valued quarterly based on the vesting requirements using the Black-Scholes pricing model.

~~Set~~On ~~forth~~April ~~below~~1, is2013, the Company entered into a ~~summary~~Software ofDevelopment ~~our~~Agreement ~~executive~~pursuant ~~officers’~~to ~~and~~which ~~directors’~~a ~~business~~warrant ~~experience~~to ~~for~~purchase 800,000 shares of the ~~past~~Company’s 5common ~~years~~stock at $0. 25 per share was issued. The ~~experience~~warrant has a cashless exercise feature a five (5) year term and ~~background~~vests ofas ~~each~~follows: of(a) ~~the~~100,000 shares ~~directors~~on July 31, as2013, ~~summarized~~(b) ~~below~~100,000 shares on October 31, 2013, and (c) 60,000 shares at the end of every three months starting on January 31, 2014. The warrants were ~~significant~~valued ~~factors~~quarterly inbased ~~their~~on ~~previously~~the ~~being~~vesting ~~nominated~~requirements asusing ~~directors~~the Black-Scholes pricing model using the below range of inputs. Subsequent to year end, the ~~Company~~agreement was terminated and 300,000 unvested warrants were forfeited.

Name	Age	Position	Since
Fred E. Tannous	47	Co-Chairman of the Board, Chief Executive Officer, Chief Financial Officer	September 13, 2010
Bill Glaser	47	Co-Chairman of the Board, President	July 22, 2010

On April 1, 2013, the Company entered into a Software Development Agreement pursuant to which a warrant to purchase 125,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature a five (5) year term and vests 12,500 shares at the end of every three months with the first tranche vesting on January 31, 2014. The warrants were valued quarterly based on the vesting requirements using the Black-Scholes pricing model using the below range of inputs. Subsequent to year end, the agreement was terminated and 62,500 unvested warrants were forfeted.

Fred E. Tannous. Mr. Tannous is responsible for overseeing all aspects of our vision, strategy and financial operations, including financings and new business development. Mr. Tannous has over 20 years of experience in finance, management, and new business development. Since 2006, he has been active as founder, investor, and visionary behind several startF-ups. Prior to his positions with the Company, Mr. Tannous was a director of uKarma from June 2006 until August 2010. From December 2000 through April 2006, Mr. Tannous was Chief Executive Officer of Health Sciences Group, Inc., where, as co-founder and CEO, he was involved in all aspects of its operations, starting with a self-underwritten public offering to guiding the overall strategy and marketing programs, launching new products, and effecting several key acquisitions and business development initiatives, which quickly increased shareholder value, reaching a market capitalization of approximately $100 million. Prior to that, Mr. Tannous spent more than 14 years at Hughes Electronics where he worked in various capacities ranging from engineering to marketing to new business development. While at DIRECTV, a subsidiary of Hughes, Mr. Tannous served as Sr. Manager of Investments & Acquisitions where he oversaw the company’s equity portfolio valued at $1 billion. He participated in valuing, structuring, and executing strategic investments and business enhancement opportunities. During his tenure, he was involved in effecting more than $500 million in transactions for the company and its operating units. Mr. Tannous has been instrumental in helping with the development of our social networking and advertising services. This, along with his past experience in developing and launching businesses and as an executive officer of public companies led us to the conclusion that he should serve as a director of our company.16

14On July 1, 2013, the Company entered into a Software Development Agreement pursuant to which a warrant to purchase 60,000 shares of the Company’s common stock at $0.25 per share was issued. The warrant has a cashless exercise feature a five (5) year term and vests as follows: (a) 10,000 shares on December 31, 2013, and (b) 5,000 shares at the end of every three months starting on April 1, 2014. The warrants were valued quarterly based on the vesting requirements using the Black-Scholes pricing model using the below range of inputs. Subsequent to year end, the agreement was terminated and 35,000 unvested warrants were forfeited.

~~Mr.~~On ~~Tannous~~August ~~earned~~28, an2013, ~~MBA~~the inCompany ~~finance~~entered into ~~and~~a ~~accounting~~Consulting ~~from~~Agreement ~~the~~pursuant ~~University~~to ofwhich ~~Chicago,~~a ~~Graduate~~warrant ~~School~~to ofpurchase ~~Business;~~300,000 ~~completed~~shares ~~coursework~~of inthe ~~international~~Company’s ~~business~~common stock at ~~SDA~~$0.25 per ~~Bocconi~~share inwas ~~Milan,~~issued. ~~Italy;~~The ~~and~~warrant ~~holds~~has a ~~Masters~~cashless exercise feature a five (5) year term and ~~Bachelors~~vested ~~degree~~immediately. inThe ~~Electrical~~warrants ~~Engineering~~were valued ~~from~~at $23,400 using the ~~University~~Black-Scholes ofoption ~~Southern~~pricing ~~California~~model.

~~Bill~~On ~~Glaser.~~August ~~Mr. Glaser works closely with our CEO to oversee our vision~~13, ~~strategy~~2013, ~~and financial operations, including financing and new business development. Prior to his positions with~~ the Company, ~~Mr.~~entered into ~~Glaser~~a ~~was~~Consulting ~~Chief~~Agreement ~~Executive~~pursuant ~~officer of Namaste Financial from October 2005~~ to ~~January~~which ~~2011. Mr.~~a ~~Glaser~~warrant ~~was also the Chairman of the Board and Chief Executive Officer of uKarma from June 2006 until August 2010. From December 2000~~ to ~~July~~purchase ~~2005~~25,000 heshares ~~served as President~~ of Health Sciences Group, Inc., a manufacturer, marketer, and distributor of pharmaceuticals and nutrition based products. He was also a director of Health Sciences from December 2000 to May 2007, during which time the ~~company was publicly traded. He worked closely with the CEO of Health Sciences to provide oversight in all aspects of operations ranging from crafting and executing Health Sciences~~Company’s ~~overall~~common ~~growth~~stock ~~strategy~~at ~~to structuring debt and equity financings and seeking and evaluating qualified acquisition candidates~~$0. ~~Prior~~25 per toshare ~~that, Mr. Glaser~~ was ~~founder and Chief Executive Officer of a corporate consulting firm that provided strategy, finance, and marketing services for both public and private companies~~issued. ~~Prior~~ toThe ~~that,~~warrant ~~Mr.~~has ~~Glaser was~~ a ~~registered~~cashless ~~principal~~exercise offeature a ~~regional~~five ~~stock~~(5) ~~brokerage~~year ~~firm~~term ~~where he gained diverse experience in finance, management, marketing, sales,~~ and ~~public~~vests ~~company relations. Previously~~6,250 heshares ~~was a registered representative~~ at ~~Drexel Burnham Lambert and Smith Barney. Mr. Glaser holds a Bachelor’s degree in finance and economics from~~ the ~~Ithaca~~end ~~College~~of -every three ~~School~~months ofstarting ~~Business. Like~~December ~~Mr. Tannous~~1, Mr2013. ~~Glaser~~The ~~has~~warrants ~~been~~were ~~instrumental~~valued inquarterly ~~helping~~based ~~with~~on the ~~development~~vesting ofrequirements ~~our~~using ~~social~~the ~~networking~~Black-Scholes pricing ~~and~~model ~~advertisings~~using ~~services. This, along with his past experience as an executive officer of public companies led us to~~ the ~~conclusion~~below ~~that~~range ~~he should serve as a director~~ of ~~our company~~inputs.

~~Material~~On ~~Changes~~February to1, 2014, the ~~Procedures~~Company byentered into ~~which~~a ~~Security~~software ~~Holders~~development ~~may~~agreement ~~Recommend~~pursuant ~~Nominees~~to which it granted a warrant to purchase 125,000 shares of the ~~Board~~Company’s common stock at an exercise price of $0.25. The warrant has a five (5) year term and vests over three (3) years as follows (a) 20,000 shares after 6 months (b) remaining at the rate of 10,500 shares at the end of every three months, thereafter. The warrants were valued quarterly based on the vesting requirements using the Black-Scholes pricing model using the below range of inputs. The agreement was terminated in the third quarter of 2014 and accordingly, 105,000 unvested warrants were forfeited.

~~There~~On July 22, 2014, the Company entered into a consulting agreement pursuant to which it granted warrants to purchase 2,664,000 shares of the Company’s common stock at an exercise price of $0.25. The warrants vested immediately and have ~~been~~a noterm ~~material~~of ~~changes~~10 years. The fair value of the warrants using the Black-Scholes model was determined to be $402,940 using the ~~procedures~~below byrange ~~which~~of ~~our~~inputs. ~~security~~The ~~holders~~value ~~may~~of ~~recommend~~the ~~nominees~~agreement will be amortized to expense over the ~~Board~~three-year term of ~~Directors~~the agreement. As of December 31, 2014 $59,322 was amortized to selling, general and administrative expense and $134,313 and $209,305 remained unamortized in other current assets and other assets, respectively in the accompanying balance sheets based on the short and long-term portion of the remaining amount.

~~Code of Ethics~~.

WeOn ~~have~~August ~~adopted~~22, a2014, ~~formal code of ethics statement for senior officers and directors (~~the ~~“Code~~Company ofentered into ~~Ethics”)~~a ~~that~~marketing isagreement ~~designed~~pursuant to ~~deter~~which ~~wrongdoing~~it ~~and~~granted toa ~~promote~~warrant ~~ethical~~to ~~conduct~~purchase ~~and full~~1, ~~fair~~000,000 ~~accurate,~~shares ~~timely~~of ~~and understandable reports that~~ the Company’s ~~files~~common orstock at ~~submits~~an toexercise ~~the~~price ~~Securities~~of ~~and~~$0.25. ~~Exchange~~The ~~Commission~~warrant ~~and~~has ~~others. A~~a ~~form~~term of ~~the~~10 ~~Code~~years ofand ~~Ethics~~vests ~~has~~over ~~been~~2 ~~filed~~years, asbeginning anin ~~exhibit~~October to2014, ~~the~~as ~~Company’s~~follows: (a) ~~Form~~250,000 ~~10-K~~upon ~~filed~~execution ~~with~~of the ~~Securities~~agreement ~~and~~(b) ~~Exchange~~remaining ~~Commission~~at onthe ~~December~~rate 15of 125,000 ~~2011~~shares ~~and~~at isthe ~~incorporated~~end ~~herein by reference. Requests for copies~~ of ~~the~~every ~~Code~~four ofmonths, ~~Ethics~~thereafter. The ~~should~~warrants beare ~~sent~~valued inquarterly ~~writing~~based toon ~~OverNear,~~the ~~Inc.~~vesting ~~Attn:~~requirements ~~Human~~using ~~Resources,~~the ~~1460~~Black-Scholes ~~4th~~pricing ~~Street,~~model ~~Suite~~using ~~304,~~the ~~Santa~~below ~~Monica,~~range of ~~California 90401~~inputs.

~~Family~~The ~~Relationships~~assumptions used in the Black-Scholes option pricing model for warrants issued are as follows:

There are no family relationships among our directors and executive officers.

	For the year ended			For the year ended
	December 31, 2014			December 31, 2013
Risk-free interest rate		0.46 - 1.89	%		0.29 - 0.84	%
Expected dividend yield		0	%		0	%
Expected lives		1.75 – 6.0years			2.5 - 3.5 years
Expected volatility		70-100	%		70	%

~~Involvement in Certain Legal Proceedings~~F-17

~~During~~A ~~the~~summary ~~past ten years, no present director or executive officer~~ of the Company’s ~~has~~warrant ~~been~~activity ~~the~~and ~~subject~~related information ~~matter~~is ofas ~~any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K including~~follows: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions; (c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud; or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity. Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer.

				Weighted Average
	Warrants			Price
Outstanding at December 31, 2012		19,605,000		$	0.36
Granted		9,436,500			0.46
Exercised		-			-
Expired/Cancelled		(175,000	)		0.25
Outstanding at December 31, 2013		28,866,500		$	0.39

Granted		17,373,000			0.45
Exercised		-			-
Expired/Cancelled		(490,000	)		0.25
Outstanding at December 31, 2014		45,749,500		$	0.41

~~Insider~~As ~~Participation~~of inDecember ~~Meetings~~31, of2014 ~~Directors~~and 2013, 44,564,500 and 27,822,750 warrants were vested.

~~All~~NOTE ~~matters~~10 to– beCOMMITMENTS AND acted upon where potential conflicts exist between our executive officers and the Company (for example, the terms of employment agreements, option grants, bonus awards, etc.) are discussed and approved by the directors, none of whom are independent.CONTINGENCIES

~~Audit~~Employment ~~Committee; Audit Committee Financial Expert~~Agreement

~~Our~~On ~~Board~~August of3, ~~Directors~~2010, ~~does~~the ~~not~~Company ~~have~~entered into ana ~~audit~~5-year ~~committee~~(“Term”) agreement with Bill Glaser for his services as Chief Executive Officer. The ~~Board~~agreement ~~has~~was ~~determined~~amended on ~~that~~March ~~Fred~~15, ~~Tannous~~2011 to change his title from Chief Executive Officer to President and extended the term to March 15, 2016. Per the amendment to the agreement dated August 8, 2011, Mr. Glaser is compensated with an ~~“audit~~annual ~~committee~~salary ~~financial~~of ~~expert”~~$180,000, ~~within~~which was increased to $190,000 in 2013. Mr. Glaser’s annual salary is to increase to $250,000 in the ~~meaning~~event ofthat ~~Item~~either ~~407~~(di) Rowl raises an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) Rowl recognizes $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) Rowl raises an aggregate $10,000,000 in debt or equity financing after August 8, 2011 or (ii) ofRowl ~~Regulation~~recognizes ~~S-K~~$10,000,000 ~~promulgated~~in bycumulative gross revenues. In January 2014, the ~~SEC~~salary increased to $250,000 as the Company raised an aggregate of $5 million in equity financings. MrHis agreement also provides for options to purchase 5,000,000 shares of common stock under the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) at an exercise price of $0.025 ~~Tannous~~per isshare, ~~not~~of ~~independent~~which 2,500,000 asshares ~~independence~~became ~~for~~exercisable ~~audit~~on ~~committee~~January ~~members~~1, is2013 ~~defined~~and inthe ~~any~~remainder ~~listing~~of which ~~standard~~will become exercisable on the following schedule: 500,000 shares at the beginning of each subsequent six (6) month period. The options expire 10 years after grant.

~~ITEM~~In 11the event of a change of control of Rowl prior to the one (1) month anniversary of Mr. Glaser’s termination, Mr. Glaser will be due the greater of (i) the remainder of his annual salary during the Term or (ii) $250,000. All unvested stock options will become vested, and any unexercised stock options will be paid out as cash in the amount equal to the difference between the consideration paid to Rowl on a per share basis less the exercise price of the stock option, the value of which is multiplied to the number of options held by Mr. Glaser. ~~EXECUTIVE~~In the ~~COMPENSATION~~event of Mr. Glaser’s termination without cause by Rowl, Mr. Glaser will be paid the lesser of (i) the remainder of his annual salary during the Term or (ii) one (1) year’s salary, and all stock options held by Mr. Glaser under the Plan will immediately vest in full and remain outstanding and exercisable until ten (10) years from the grant date.

~~The following summary compensation table indicates the cash and non~~F-cash compensation earned during the fiscal years ended December 31, 2013 , 2012, 2011 and 2010 by our Chief Executive Officer (principal executive officer) our Chief Financial Officer (principal financial officer), and our President, the only executive officers of the Company who served these positions during 2013, 2012, 2011 and 2010.18

Name and Position	Year	Salary ($)			Bonus ($)			Stock Awards ($)			Option Awards ($)(1)		Non- Equity Incentive Plan Compensation ($)		Non- qualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
Fred Tannous,	2013	$	190,000			—			—		$	100,000		—		—	$	38,708	(9)	$	328,708
CEO and CFO, Co-Chairman of the Board	2012	$	180,000			—			—		$	100,000		—		—	$	14,400	(8)	$	294,400
	2011	$	180,000	(7)	$	100,000	(6)		—		$	100,000		—		—	$	9,000		$	389,000
	2010	$	55,385		$	50,000	(2)	$	80,000	(2)	$	50,000		—		—	$	2,625	(3)	$	238,010
Bill Glaser,	2013	$	190,000			—			—		$	110,000		—		—	$	38,708	(9)	$	338,708
President, Co-Chairman of the Board	2012	$	180,000			—			—		$	110,000		—		—	$	14,400	(8)	$	304,400
	2011	$	180,000	(5)		—			—		$	110,000		—		—	$	9,000		$	299,000
	2010	$	236,399	(4)		—			—		$	150,054		—		—	$	9,000	(3)	$	395,453

On September 13, 2010, the Company entered into a 5-year (“Term”) agreement with Fred E. Tannous for his services as Chief Financial Officer. The agreement was amended on March 15, 2011 to add the additional title of Chief Executive Officer and extended the term to March 15, 2016. Per the amendment to the agreement dated August 8, 2011, Mr. Tannous is compensated with an annual salary of $180,000, which was increased to $190,000 in 2013. Mr. Tannous’ annual salary is to increase to $250,000 in the event that either (i) Rowl raises an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) Rowl recognizes $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) Rowl raises an aggregate $10,000,000 in debt or equity financing after August 8, 2011 or (ii) Rowl recognizes $10,000,000 in cumulative gross revenues. In January 2014, the salary increased to $250,000 as the company raised an aggregate of $5 million in equity financings.

(1)	The amounts shown in this column indicate the grant date fair value of option awards granted in the subject year computed in accordance with FASB ASC Topic 718 (formerly FAS 123R). The assumptions made in the valuation of these options can be found in Note 2 to our financial statements included herein.
(2)	This compensation was paid in the form of 5,200,000 shares of our common stock.
(3)	This compensation consists of a car allowance of $750 per month pursuant to the officer’s employment agreement.
(4)	This amount was booked as deferred compensation of which $127,117 was forgiven in 2011 by the officer.
(5)	Of this amount, $60,769 was forgiven by the officer.
(6)	This compensation was paid in the form of 4,000,000 shares of our common stock.
(7)	Of this amount, $29,843 was forgiven by the officer.
(8)	This compensation consists of a one-time adjustment to compensation in the amount of $5,400 based on a COLA/CPI provision and a car allowance of $750 per month, both pursuant to the officer’s employment agreement.
(9)	Includes auto allowance expenses in the amount of $750 for a period of twelve months plus reimbursement for health insurance expenses in the amount of $700 for a period of seven months, and accrued vacation paid in the amount of $24,808.

Mr. Tannous was issued shares of Rowl’s common stock valued at $50,000, as a signing bonus. His agreement also provides for options to purchase 10,000,000 shares of common stock under the 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) at an exercise price of $0.025 per share, of which 5,000,000 shares became exercisable on January 1, 2013 and the remainder of which will become exercisable on the following schedule: 1,000,000 shares at the beginning of each subsequent six (6) month period. The options expire 10 years after grant. For accepting the CEO position, Mr. Tannous received 4,000,000 restricted shares of common stock in March 2011, the fair value of the shares was determined to be $100,000.

16In the event of a change of control of Rowl prior to the one (1) month anniversary of Mr. Tannous’ termination, Mr. Tannous will be due the greater of (i) the remainder of his annual salary during the Term or (ii) $250,000. All unvested stock options will become vested, and any unexercised stock options will be paid out as cash in the amount equal to the difference between the consideration paid to Rowl on a per share basis less the exercise price of the stock option, the value of which is multiplied to the number of options held by Mr. Tannous.

~~Grants~~In the event of Mr. Tannous’ termination without cause by Rowl, Mr. Tannous will be paid the lesser of (i) the remainder of his annual salary during the Term or (ii) one (1) year’s salary, and all stock options held by Mr. Tannous under the Plan~~-Based~~ ~~Awards~~will immediately vest in full and remain outstanding and exercisable until ten (10) years from the grant date.

~~There~~The ~~were~~following notable ~~plan-based~~summarizes ~~awards~~the ~~granted~~Company's ~~during~~minimum obligations in the ~~2013~~event ~~year~~of tono ~~any~~early ~~named~~termination ~~executive~~under ~~officer.~~employment agreements as of December 31:

Employment Agreements

2015	$	500,000
2016		104,000
	$	604,000

~~Fred~~Lease ~~E. Tannous~~Commitment

OnThe ~~September~~Company ~~13,~~leased ~~2010,~~two wefacilities ~~entered~~in ~~into~~Santa Monica, anCalifornia ~~agreement~~in ~~with~~2014. ~~Fred~~The E.first ~~Tannous~~facility is for ~~his~~two ~~services~~years, aswith ~~Chief~~monthly ~~Financial~~payments ~~Officer. On~~ranging ~~March~~from 15$4,386 ~~2011~~to $4,517 wewhich ~~amended~~expires in May 2015. The Company has subleased this ~~agreement~~facility into ~~connection~~a third party with ~~his~~lease ~~appointment~~payments asequaling ~~Chief~~those ~~Executive~~that ~~Officer~~are inowed ~~addition~~by tothe ~~his~~Company. The ~~role~~second aslease ~~our~~is ~~CFO. This~~a ~~amendment~~three ~~changed~~(3) ~~the~~year ~~end~~three of(3) ~~his~~month ~~employment~~lease ~~term~~expiring toin ~~March~~November ~~15,~~2017 ~~2016. On~~and ~~August~~includes 8payments ranging from $10,345 to ~~2011~~$11,305. weThe ~~amended~~Company ~~the~~is ~~provisions~~required ~~regarding~~to ~~any~~pay ~~increases~~additional inamount ~~Mr.~~for ~~Tannous’~~operating ~~annual~~expenses ~~salary~~under both these leases.

Mr. Tannous is compensated with an annual salary of $180,000. Mr. Tannous’ annual salary will increase to $250,000 in the event that either (i) we raise an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) we recognize $5,000,000 in cumulative gross revenues. The ~~annual~~following ~~salary~~table ~~will~~summarizes ~~increase to $360,000 in~~ the ~~event~~Company's future ~~that~~minimum ~~either~~commitment ~~(i)~~under welease ~~raise~~agreement anas ~~aggregate~~of ~~$10,000,000~~December ~~in debt or equity financing after August 8~~31, ~~2011 or (ii) we recognize $10~~2014,~~000,000~~ inexclusive ~~cumulative~~of ~~gross~~sublease ~~revenues.~~payments:

The signing bonus Mr. Tannous received in 2010 consisted of shares of our common stock valued at $50,000. Mr. Tannous’ employment agreement also entitled him to receive a bonus of 5% of our adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA). On August 19, 2013, the agreement was amended to eliminate this provision in the agreement. The agreement also calls for 10-year options to purchase 10,000,000 shares of common stock under our 2010 Stock Option, Deferred Stock and Restricted Stock Plan (the “Plan”) at an exercise price of $0.025 per share, of which 1,000,000 shares became exercisable and the remainder of which will become exercisable at the rate of 1,000,000 shares at the end of each subsequent six month period.

For the year ended December 31,	Minimum Commitment		Sublease Income			Net Minimum Commitment
2015	$	143,000	$	(18,000	)	$	125,000
2016		129,000		-			129,000
2017		122,000		-			122,000
Total	$	394,000	$	(18,000	)	$	376,000

AsSubsequent anto ~~inducement~~year ~~for~~end, ~~accepting~~ the ~~CEO~~Company ~~position,~~entered into Mrtwo new short-term leases and sub-leased its second facility in Santa Monica. ~~Tannous~~See ~~received~~Note ~~4,000,000~~12 ~~restricted~~for ~~shares~~additional information. The effects of ~~common~~such ~~stock~~are not included in ~~March~~the ~~2011~~table above as they were signed subsequent to year end.

In the event of a change of control of the Company prior to the one month anniversary of Mr. Tannous’ termination, Mr. Tannous will be due the greater of (i) the remainder of his annual salary during the term of the agreement and (ii) $250,000, all unvested stock options will become vested, and any unexercised stock options will be paid out as cash in the amount equal to the difference between the consideration paid to the Company on a per share basis less the exercise price of the stock option, the value of which is multiplied by the number of options held by Mr. Tannous.F-19

InNOTE ~~the~~11 ~~event~~– ofVENDOR ~~Mr.~~SETTLEMENTS ~~Tannous’~~AND ~~termination~~GAIN ~~without~~ON ~~cause~~FORGIVENESS OF by the Company, Mr. Tannous will be paid the lesser of (i) the remainder of his annual salary during the term of the agreement and (ii) one year’s salary, and all stock options held by Mr. Tannous under the Plan will immediately vest in full and remain outstanding and exercisable until ten years from the grant date.DEBT

~~Bill~~The ~~Glaser~~Company has entered into arrangements with various professional service providers for amounts less than the liability recorded in accounts payable and/or contested invoices where the Company believed they were erroneously or incorrectly billed and a favorable outcome is probable. As a result of these transactions, the Company recorded gain on settlement and forgiveness of debt of $106,229 and $4,735 for the years ended December 31, 2014 and 2013, respectively.

OnWe ~~August~~are 3,currently ~~2010,~~not involved in litigation that we ~~entered~~believe ~~into~~will anhave ~~employment~~a ~~agreement~~materially ~~with~~adverse ~~Bill~~effect ~~Glaser~~on ~~for~~our ~~his~~financial ~~services~~condition asor ~~Chief~~results ~~Executive~~of ~~Officer~~operations. On ~~March~~There 15is no action, suit, ~~2011~~proceeding, weinquiry ~~amended~~or ~~his~~investigation ~~agreement~~before inor ~~connection~~by ~~with~~any ~~his~~court, ~~appointment~~public asboard, ~~President~~government ~~following~~agency, self-regulatory organization or body pending or, to the ~~appointment~~knowledge of ~~Mr.~~the ~~Tannous~~executive asofficers of our ~~Chief~~Company, ~~Executive~~threatened ~~Officer. This~~against ~~amendment~~or ~~changed~~affecting ~~the~~our ~~end~~Company, our common stock, or of ~~his~~our ~~employment~~Company’s ~~term~~officers toor ~~March~~directors 15in their capacities as such, ~~2016~~in which an adverse decision is expected to have a material adverse effect.

OnNOTE ~~August~~12 8,– ~~2011,~~SUBSEQUENT we amended the provisions regarding any increases in Mr. Glaser’s annual salary. Mr. Glaser is compensated with an annual salary of $180,000. His annual salary will increase to $250,000 in the event that either (i) we raise an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) we recognize $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) we raise an aggregate $10,000,000 in debt or equity financing after August 8, 2011 or (ii) we recognize $10,000,000 in cumulative gross revenues.EVENTS

17On January 8, 2015 the Company issued 200,000 shares of the Company’s common stock to an individual for consulting services. The Company will value the stock based on the fair market value on the date of issuance.

~~Mr. Glaser was entitled to receive a bonus of 5% of our adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA).~~ On ~~August~~March 191, ~~2013~~2015, the ~~agreement~~Company ~~was~~entered ~~amended~~into a tolease ~~eliminate this provision in the~~ agreement~~. The~~ ~~agreement also calls~~ for ~~10-year~~office ~~options~~space toin ~~purchase~~Palos 5Verdes Estates,~~000,000~~ ~~shares of common stock under the Plan at an exercise price of $0~~CA.~~025~~ ~~per~~The ~~share,~~lease ofagreement ~~which~~is ~~500,000~~for ~~shares~~one ~~became~~(1) ~~exercisable~~year ~~on December 31, 2010 with the remainder to become exercisable~~ at ~~the rate of~~ $500~~,000~~ ~~shares~~per ~~at the end of each subsequent six~~ month ~~period~~.

InOn ~~the~~March ~~event~~2, of2015, ~~a change of control of~~ the Company entered ~~prior~~into toa ~~the~~sublease ~~one~~agreement ~~month~~with ~~anniversary~~a ofthird ~~Mr.~~party ~~Glaser’s~~for ~~termination,~~its ~~Mr.~~space ~~Glaser~~at ~~will~~501 beSanta ~~due~~Monica ~~the~~Blvd ~~greater~~# of601, ~~(i)~~Santa ~~the~~Monica, ~~remainder~~CA. ofThe sublease ~~his annual salary during the term of the~~ agreement ~~and~~required ~~(ii)~~a $~~250~~25,000, ~~all~~deposit ~~unvested~~with ~~stock~~the ~~options~~new ~~will~~tenant ~~become~~assuming ~~vested,~~all ~~and~~amounts ~~any~~due ~~unexercised~~under ~~stock~~the ~~options~~original ~~will~~lease beuntil the ~~paid~~termination ~~out~~of assuch ~~cash~~lease. inIn ~~the~~connection ~~amount~~therewith, ~~equal~~the toCompany ~~the~~sold ~~difference~~certain ~~between~~of ~~the~~its ~~consideration~~furniture ~~paid~~and fixtures to the ~~Company~~third party onwith a ~~per~~net ~~share~~book ~~basis~~value ~~less the exercise price~~ of ~~the~~approximately ~~stock~~$44,000 ~~option~~for $25,000. ~~the~~The ~~value~~Company ofexpects ~~which~~to isrecognized ~~multiplied~~a byloss on the ~~number~~sale of these ~~options~~assets ~~held~~in bythe ~~Mr.~~first ~~Glaser~~quarter of 2015.

InOn ~~the~~March ~~event~~13, of2015, ~~Mr. Glaser’s termination without cause by~~ the Company, ~~Mr.~~entered into ~~Glaser~~a ~~will~~lease beagreement ~~paid~~for ~~the~~office ~~lesser~~space ofat ~~(i)~~9595 ~~the~~Wilshire ~~remainder~~Blvd, ofSuite ~~his~~900 ~~annual~~Beverly ~~salary~~Hills, ~~during~~CA ~~the~~90212. ~~term~~The oflease ~~the~~ agreement ~~and~~is for one (ii1) ~~one~~ year’s ~~salary~~at $1,817 ~~and~~per ~~all stock options held by Mr~~month. ~~Glaser under the Plan will immediately vest in full and remain outstanding and exercisable until ten years from the grant date.~~

18On March 2015, the Company entered into a convertible debt agreements totaling $250,000 with various individuals. The convertible debt incurs interest at a rate of 8% per annum, is due one year from the date of issuance, and is convertible into shares of the Company’s common stock at $0.25 per share.

~~Outstanding~~During ~~Equity~~the ~~Awards~~first asquarter of ~~December~~2015 31through April 15, ~~2013~~2015, the Company executed the following common stock transactions:

OPTION AWARDS

STOCK AWARDS

Name

Number of securities underlying unexercised options (#) Exercisable

Number of securities underlying unexercised options (#) Unexercisable

Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)

Option exercise price ($)

Option expiration date

Number of shares or units of stock that have not vested (#)

Market value of shares or units of stock that have not vested ($)

Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)

Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested (#)

Fred E. Tannous

7,000,000

3,000,000

0.025

9/12/2020

─

Bill Glaser

3,500,000

1,500,000

0.025

8/3/2020

─

●

The sale of 112,500 shares of the Company’s common stock under a private placement at $0.40 per share for total proceeds of $45,000 to two investors.

~~Director~~In ~~Compensation~~April 3, 2015, the company canceled advances of approximately $60,000 to one of its employees. Accordingly, the Company will record a loss of an equal amount in the second quarter of 2015.

~~Our~~On April 10, 2015 the Company invited Michael Portera and C. Edward Carter to join the Company's board of directors. doMichael ~~not~~Portera ~~receive~~is ~~compensation~~currently ~~for~~the ~~their~~Company's Director of Business Development. C. Edward Carter has, from time-to-time provided consulting and advisory services asto ~~directors~~the Company with respect to certain activities and specific projects.

~~Compensation Committee Interlocks and Insider Participation~~F-20

NoITEM ~~interlocking~~9. ~~relationship~~CHANGES ~~exists~~IN ~~between~~AND ~~our~~DISAGREEMENTS ~~Board~~WITH ofACCOUNTANTS ~~Directors~~ON ~~and~~ACCOUNTING ~~the~~AND ~~Board~~FINANCIAL ~~of Directors or compensation committee of any other company, nor has any interlocking relationship existed in the past~~DISCLOSURE.

~~ITEM~~On 12June 25, 2014, the Board of Directors of Rowl, Inc. ~~SECURITY~~ ~~OWNERSHIP~~dismissed OFits ~~CERTAIN~~independent ~~BENEFICIAL~~registered ~~OWNERS~~public ~~AND~~accounting ~~MANAGEMENT~~firm, ~~AND~~Gumbiner ~~RELATED~~Savett ~~STOCKHOLDER~~Inc. ~~MATTERS~~(“Gumbiner”).

~~Securities~~The ~~Authorized~~reports of Gumbiner on the financial statements of the Company as of December 31, 2013 and 2012, and the related statements of operations, comprehensive loss, changes in stockholders’ deficiency, and cash flows for ~~Issuance~~the ~~under~~two ~~Equity~~years ~~Compensation~~ended ~~Plans~~December 31, 2013 and 2012 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph as to a going concern.

~~Please~~The ~~see~~decision ~~the~~to ~~section~~change ~~titled~~independent ~~“Securities~~registered public ~~Authorized~~accounting ~~for~~firm ~~Issuance~~was ~~under~~recommended ~~Equity~~and ~~Compensation~~approved ~~Plans”~~by ~~under~~the ~~Item~~Board 5of ~~above~~Directors of the Company.

~~Security~~During ~~Ownership~~the Company’s two most recent years ended December 31, 2013 and 2012 and any subsequent interim periods through June 25, 2014, the date of ~~Certain~~dismissal, ~~Beneficial~~(a) ~~Owners~~there were no disagreements with Gumbiner on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Gumbiner, would have caused it to make reference thereto in its reports on the financial statements for such years and ~~Management~~(b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

~~The~~On ~~following~~June ~~table~~23, ~~sets~~2014, ~~forth~~ the ~~number~~Board of ~~shares~~ Directors of ~~our~~the ~~common~~Company ~~stock~~engaged ~~that~~Hartley ~~are~~Moore ~~currently~~Accountancy ~~held~~Corporation by(“Hartley ~~our~~Moore”) ~~directors~~as ~~and~~its ~~executive~~new ~~officers~~independent ~~and~~registered ~~each~~public accounting ~~person~~firm. ~~who~~During ~~owns~~the ~~beneficially~~two ~~more~~most ~~than~~recent 5%years ofended ~~our~~December ~~outstanding~~31, ~~common~~2013 ~~stock~~and ~~based~~2012 onand 69any subsequent interim periods through June 23,~~884~~ 2014,~~257~~ ~~shares~~the date of ~~common~~engagement ~~stock~~of ~~outstanding~~Hartley Moore, neither the Company, nor someone on ~~March~~its 26behalf, ~~2014.~~has consulted Hartley Moore regarding:

~~Beneficial~~- ~~ownership is determined in accordance with~~ the ~~rules~~application of ~~the~~accounting ~~SEC,~~principles ~~which~~to ~~deem~~ a ~~person~~specified totransaction, ~~beneficially~~either ~~own~~completed ~~any shares the person has~~ or ~~shares~~proposed; ~~voting~~ or ~~dispositive~~the ~~power~~type ~~over~~of ~~and~~audit ~~any~~opinion ~~additional~~that ~~shares~~might ~~obtainable~~be ~~within~~rendered 60on ~~days through~~ the ~~exercise~~Company’s ofconsolidated ~~options,~~financial ~~warrants~~statements, orand ~~other~~either ~~purchase~~a ~~rights. Shares~~written ofreport ~~common~~was ~~stock~~provided ~~subject~~ to ~~options,~~the ~~warrants,~~Company or ~~other~~oral ~~rights~~advice towas ~~purchase~~provided that ~~are~~the ~~currently~~new ~~exercisable~~independent orregistered ~~are~~public ~~exercisable~~accounting ~~within~~firm 60concluded ~~days~~was ~~(including~~an ~~shares~~important ~~subject~~factor toconsidered ~~restrictions~~by ~~that~~the ~~lapse~~Company ~~within~~in 60reaching ~~days)~~a ~~are~~decision ~~deemed~~as ~~outstanding~~to ~~for purposes of computing~~ the ~~percentage ownership of the person holding such shares~~accounting, ~~options,~~auditing ~~warrants~~ or ~~other~~financial ~~rights,~~reporting ~~but~~issue; are not deemed outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, each person possesses sole voting and investment power with respect to the shares identified as beneficially owned.or

19- any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.

	Number of Shares						Percent of Class:			Amount and Nature of Beneficial Ownership of		Percent of
Name of Shareholder	Pre-Spin-Off			Post-Spin-Off			Post-Spin-Off			Preferred Stock		Preferred Stock
Directors and Named Executive Officers:
Fred E. Tannous		19,513,973	(3)		19,856,823	(1)		24.70	%		1,000,000		19	%
Bill Glaser		13,103,014	(4)		18,144,910	(2)		22.57	%		1,000,000		19	%
Directors and executive officers as a group (2 persons)		32,616,987			38,001,733			47.27	%		2,000,000		38	%
Series A Preferred Shareholders		--			--			--			3,210,000		62	%
5% Shareholders
Innolog Holdings, Inc.		10,558,896			--			--	%		--		--	%

There have been no disagreements with our auditor regarding accounting and financial disclosure.

(1)	Includes 342,850 shares beneficially-owned which will be transferred to Mr. Tannous upon effectiveness of the spinoff registration statement.
(2)	Includes 5,041,896 shares beneficially-owned which will be transferred to Mr. Glaser upon effectiveness of the spinoff registration statement.

ITEM 9A. CONTROLS AND PROCEDURES.

(3)	Includes 7,000,000 shares which can be acquired upon exercise of vested options within 60 days.
(4)	Includes 3,500,000 shares which can be acquired upon exercise of vested options within 60 days.

Disclosure Controls and Procedures

~~ITEM~~As 13of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. ~~CERTAIN~~Based ~~RELATIONSHIPS~~on ~~AND~~that ~~RELATED~~evaluation, ~~TRANSACTIONS~~our CEO and CFO concluded that, ~~AND~~as ~~DIRECTOR~~of ~~INDEPENDENCE~~December 31, 2014, our disclosure controls and procedures were not effective at the reasonable assurance level to ensure that the information required to be disclosed by the Company in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures, due to the material weaknesses described below.

~~Related~~A ~~Party~~material ~~Transactions~~weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Our management identified the following material weaknesses in our disclosure controls and procedures:

~~None~~1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.

~~Director~~2. ~~Independence~~We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. To the extent possible, however, separate individuals should initiate transactions, have custody of assets, and record transactions.

~~Our~~3. ~~Board~~We do not have adequate review and supervision procedures for financial reporting functions. The review and supervision function of ~~Directors~~internal ~~has~~control ~~determined~~relates ~~that~~to itthe ~~currently has~~accuracy noof ~~members who~~financial ~~qualify~~information asreported. ~~“independent”~~The asfailure to review and supervise could allow the ~~term~~reporting isof ~~defined~~inaccurate byor ~~Nasdaq’s~~incomplete ~~Marketplace~~financial ~~Rule~~information. ~~5605(~~Due to our size and nature, review and supervision may not always be possible or economically feasible. Management evaluated the impact of the significant number of adjustments as a~~)(2)~~ result of our review and concluded that the resulting control deficiency represented a material weakness.

2019

~~ITEM~~To ~~14. PRINCIPAL~~address ~~ACCOUNTING~~these ~~FEES~~material ~~AND~~weaknesses, ~~SERVICES~~management performed additional analyses and other procedures during the year ended December 31, 2014 to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

~~Gumbiner~~Internal ~~Savett~~Control ~~Inc.~~over ~~served~~Financial as our independent registered public accounting firm for our fiscal years ended December 31, 2013 and 2012. The following table shows the fees that were billed for audit and other services provided by this firm during the 2013 and 2012 fiscal years:Reporting

	Fiscal Year Ended December 31,
	2013		2012
Audit Fees (1)	$	88,300	$	62,000
Audit-Related Fees (2)		---		---
Tax Fees (3)		3,000		6,000
All Other Fees (4)		---		---
Total	$	91,300	$	68,000

Management’s Annual Report on Internal Control over Financial Reporting

(1)	Audit Fees – This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided by independent auditors in connection with statutory and regulatory filings or the engagement for fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.
(2)	Audit-Related Fees – This category consists of assurance and related services by our independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees." The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC.
(3)	Tax Fees – This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice
(4)	All Other Fees – This category consists of fees for other miscellaneous items.

~~Pre-Approval~~Any ~~Policies~~system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and ~~Procedures~~misstatements due to error or fraud may occur and not be detected in a timely manner. Also, because of ~~the~~changes ~~Audit~~in ~~Committee~~conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

AsOur wemanagement doassessed ~~not have an Audit Committee,~~ the ~~entire Board~~ effectiveness of ~~Directors~~our ~~approves~~internal ~~the~~control ~~engagement~~over offinancial ~~our~~reporting ~~independent~~based ~~auditors~~on ~~and~~criteria isin ~~also~~Internal ~~required to pre~~Control-~~approve~~Integrated ~~all~~Framework ~~audit~~issued ~~and~~by ~~non-audit expenses. In~~ the ~~fiscal~~Committee of ~~year~~Sponsoring ~~ended~~Organizations ~~December 31, 2013 and 2012, all~~ of ~~our Audit-Related Fees, Tax Fees, and All Other Fees, respectively, were pre-approved by~~ the ~~Board~~Treadway Commission.

21Based on that evaluation, our management concluded that as of December 31, 2014, our internal control over financial reporting was not effective due to the material weaknesses described above under “Disclosure Controls and Procedures.”

~~PART~~Changes IVin internal control over financial reporting.

~~ITEM~~There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15~~. EXHIBITS~~(d) or Rule15d-15(d) promulgated under the Exchange Act that occurred during the fourth quarter of the year ended December 31, ~~FINANCIAL~~2014 ~~STATEMENT~~that have ~~SCHEDULES~~materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Financial~~ITEM ~~Statements;~~9B. ~~Schedules~~OTHER INFORMATION

~~Our~~In ~~financial~~the ~~statements~~first ~~for~~quarter of 2014, the ~~fiscal~~Company issued ~~years~~2,000,000 ~~ended~~units ~~December~~of 31Series B Preferred Stock to our two sole officers and directors, ~~2013~~Fred E. Tannous and ~~2012~~Bill ~~begin~~Glaser. onEach holder ~~page~~of ~~F-1~~outstanding shares of ~~this~~Series ~~annual~~B ~~report. We~~Preferred ~~are~~Stock ~~not~~shall ~~required~~be entitled to ~~file~~one ~~any~~hundred ~~financial~~(100) ~~statement~~votes ~~schedules~~for each share of Series B Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting to stockholders of the Company.

~~Exhibit Table~~20

Exh. No.		Exhibit Description
2.1		Contribution Agreement between uKarma and Awesome Living (1)
3.1		Articles of Incorporation (3)
3.2		Bylaws of Awesome Living (1)
3.3		Articles of Merger between GCC Merger Sub Corporation and Innolog Group Corporation (8)
4.1		Certificate of Designation of Preference, Rights and Limitations of Series A Preferred Stock (5)
4.2		Form of Warrant issued in Series A Preferred Stock Offering (5)
4.3		Form of Warrant to Purchase Common Stock issued to Placement Agent in Series A Preferred Stock Offering (5)
4.4		Form of Warrant to Purchase Preferred Stock issued to Placement Agent in Series A Preferred Stock Offering (5)
4.5		Amended and Restated Certificate of Designation of Preference, Rights and Limitations of Series A Convertible Stock (7)
4.6		Form of 2013 Warrant (10)
4.7		Form of PA Common Stock Warrant (10)
4.8		Certificate of Designation of Preference, Rights and Limitations of Series B Preferred Stock*
10.1		Employment Agreement between Bill Glaser and Awesome Living, dated August 3, 2010 (1)+
10.2		Employment Agreement between Fred E. Tannous and Awesome Living, dated September 13, 2010 (1)+
10.3		Consulting Agreement between Fred E. Tannous and Awesome Living, dated August 16, 2010 (1)+
10.4		Amended and Restated Merger Agreement between Galen Capital Corporation, Innolog Holdings Corporation, uKarma Corporation, and CGG Merger Sub Corporation, dated August 11, 2010 (2)
10.5		Amendment to Employment Agreement with Fred E. Tannous, dated March 15, 2011 (3)+
10.6		Amendment to Employment Agreement with Bill Glaser, dated March 15, 2011 (3)+
10.7		Master Service Agreement between Square One Solutions, Inc. and OverNear, Inc., dated July 15, 2011 (3)
10.8		Advisory Board Agreement between OverNear, Inc. and Chad Hahn, dated July 15, 2011 (3)
10.9		Amendment #2 to Employment Agreement with Fred E. Tannous, dated August 8, 2011 (4)+
10.10		Amendment #2 to Employment Agreement with Bill Glaser, dated August 8, 2011 (4)+
10.11		Form of Subscription Agreement in connection with Series A Preferred Stock and Warrant Offering (5)
10.12		Amendment #3 to Employment Agreement with Bill Glaser, dated August 19, 2013 (8)
10.13		Amendment #3 to Employment Agreement with Fred E. Tannous, dated August 19, 2013 (8)
10.14		Consulting Agreement between the Company and the Consultant, dated April 15, 2013 (9)
10.15		Advisory Board Agreement between the Company and the Advisor, dated April 11, 2013 (9)
10.16		Form of Subscription Agreement (9)
14.1		Code of Business Conduct and Ethics (6)
31.1		Section 302 Certification by the Registrant’s Principal Executive Officer *
31.2		Section 302 Certification by the Registrant’s Principal Financial Officer *
32.1		Section 906 Certification by the Registrant’s Principal Executive Officer and Principal Financial Officer *

PART III

22ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Exh. No.		Exhibit Description
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase

Our Management

101.DEF**		XBRL Taxonomy Extension Definition Linkbase
101.LAB**		XBRL Taxonomy Extension Label Linkbase
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase

Set forth below is a summary of our executive officers’ and directors’ business experience for the past 5 years. The experience and background of each of the directors, as summarized below, were significant factors in their previously being nominated as directors of the Company.

* Filed herewith.

Name	Age	Position	Since
Fred E. Tannous	48	Co-Chairman of the Board, Chief Executive Officer, Chief Financial Officer	September 13, 2010
Bill Glaser	48	Co-Chairman of the Board, President	July 22, 2010

**Fred InE. ~~accordance~~Tannous. Mr. Tannous is responsible for overseeing all aspects of our vision, strategy and financial operations, including financings and new business development. Mr. Tannous has over 20 years of experience in finance, management, and new business development. Since 2006, he has been active as founder, investor, and visionary behind several start-ups. Prior to his positions with ~~Regulation~~the Company, SMr. Tannous was a director of uKarma from June 2006 until August 2010. From December 2000 through April 2006, Mr. Tannous was Chief Executive Officer of Health Sciences Group, Inc., where, as co-Tfounder and CEO, ~~the~~he ~~XBRL~~was involved in all aspects of its operations, starting with a self-~~related~~underwritten ~~information~~public offering to guiding the overall strategy and marketing programs, launching new products, and effecting several key acquisitions and business development initiatives, which quickly increased shareholder value, reaching a market capitalization of approximately $100 million. Prior to that, Mr. Tannous spent more than 14 years at Hughes Electronics where he worked in ~~Exhibit~~various ~~101~~capacities ranging from engineering to ~~this~~marketing ~~report~~to ~~shall~~new bebusiness ~~deemed~~development. While at ~~“furnished”~~DIRECTV, a subsidiary of Hughes, Mr. Tannous served as Sr. Manager of Investments & Acquisitions where he oversaw the company’s equity portfolio valued at $1 billion. He participated in valuing, structuring, and ~~not~~executing ~~“filed~~strategic investments and business enhancement opportunities.” During his tenure, he was involved in effecting more than $500 million in transactions for the company and its operating units. Mr. Tannous has been instrumental in helping with the development of our social networking and advertising services. This, along with his past experience in developing and launching businesses and as an executive officer of public companies led us to the conclusion that he should serve as a director of our company.

~~+Denotes~~Mr. Tannous earned an MBA in finance and accounting from the University of Chicago, Graduate School of Business; completed coursework in international business at SDA Bocconi in Milan, Italy; and holds a ~~contract~~Masters ~~with~~and ~~management~~Bachelors degree in Electrical Engineering from the University of Southern California.

(1)	Filed on September 15, 2010 as an exhibit to our Registration Statement on Form 10, and incorporated herein by reference.
(2)	Filed on November 9, 2010 as an exhibit to Amendment No. 1 to our Registration Statement on Form 10, and incorporated herein by reference.
(3)	Filed on August 5, 2011 as an exhibit to our Quarterly Report on Form 10-Q, and incorporated herein by reference.
(4)	Filed on December 15, 2011 as an exhibit to our Annual Report on Form 10-K, and incorporated herein by reference.
(5)	Filed on December 5, 2012 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.
(6)	Filed on December 15, 2011 as an exhibit to our Annual Report on Form 10-K, and incorporated herein by reference.
(7)	Filed on November 4, 2013 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.
(8)	Filed on August 27, 2013 as an exhibit to our Registration Statement on Form S-1, and incorporated herein by reference.
(9)	Filed on May 20, 2013 as an exhibit to our Quarterly Report on Form 10-Q, and incorporated herein by reference.
(10)	Filed on May 13, 2013 as an exhibit to our Registration Statement on Form S-1, and incorporated herein by reference.

Bill Glaser. Mr. Glaser works closely with our CEO to oversee our vision, strategy, and financial operations, including financing and new business development. Prior to his positions with the Company, Mr. Glaser was Chief Executive officer of Namaste Financial from October 2005 to January 2011. Mr. Glaser was also the Chairman of the Board and Chief Executive Officer of uKarma from June 2006 until August 2010. From December 2000 to July 2005, he served as President of Health Sciences Group, Inc., a manufacturer, marketer, and distributor of pharmaceuticals and nutrition based products. He was also a director of Health Sciences from December 2000 to May 2007, during which time the company was publicly traded. He worked closely with the CEO of Health Sciences to provide oversight in all aspects of operations ranging from crafting and executing Health Sciences’ overall growth strategy to structuring debt and equity financings and seeking and evaluating qualified acquisition candidates. Prior to that, Mr. Glaser was founder and Chief Executive Officer of a corporate consulting firm that provided strategy, finance, and marketing services for both public and private companies. Prior to that, Mr. Glaser was a registered principal of a regional stock brokerage firm where he gained diverse experience in finance, management, marketing, sales, and public company relations. Previously, he was a registered representative at Drexel Burnham Lambert and Smith Barney. Mr. Glaser holds a Bachelor’s degree in finance and economics from the Ithaca College - School of Business. Like Mr. Tannous, Mr. Glaser has been instrumental in helping with the development of our social networking and advertisings services. This, along with his past experience as an executive officer of public companies led us to the conclusion that he should serve as a director of our company.

23Material Changes to the Procedures by which Security Holders may Recommend Nominees to the Board

~~SIGNATURES~~There have been no material changes to the procedures by which our security holders may recommend nominees to the Board of Directors.

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, thereunto duly authorized.21

	OVERNEAR, INC.
Date: March 31, 2014	/s/ Fred E. Tannous
	Fred E. Tannous, Chief Executive Officer and Chief Financial Officer

Code of Ethics

InWe ~~accordance~~have ~~with~~adopted a formal code of ethics statement for senior officers and directors (the “Code of Ethics”) that is designed to deter wrongdoing and to promote ethical conduct and full, fair, accurate, timely and understandable reports that the Company files or submits to the Securities and Exchange Commission and others. A form of ~~1934,~~the ~~this~~Code ~~report~~of Ethics has been ~~signed~~filed ~~below~~as byan exhibit to the ~~following~~Company’s ~~persons~~Form 10-K filed with the Securities and Exchange Commission on ~~behalf~~December 15, 2011 and is incorporated herein by reference. Requests for copies of the ~~registrant~~Code ~~and~~of Ethics should be sent in ~~the~~writing ~~capacities~~to ~~and~~Rowl, onInc. ~~the~~Attn: ~~dates~~Human ~~indicated~~Resources, 501 Santa Monica Boulevard, Suite 601, Santa Monica, California 90401.

NAME	TITLE	DATE
/s/ Fred E. Tannous	Chief Executive Officer, Chief Financial Officer,	March 31, 2014
Fred E. Tannous	Principal Accounting Officer and Co-Chairman of the Board
/s/ Bill Glaser	President and Co-Chairman of the Board	March 31, 2014
Bill Glaser

Family Relationships

24 There are no family relationships among our directors and executive officers.

Involvement in Certain Legal Proceedings

During the past ten years, no present director or executive officer of the Company has been the subject matter of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K including: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions; (c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud; or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity. Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer.

Insider Participation in Meetings of Directors

All matters to be acted upon where potential conflicts exist between our executive officers and the Company (for example, the terms of employment agreements, option grants, bonus awards, etc.) are discussed and approved by the directors, none of whom are independent.

Audit Committee; Audit Committee Financial Expert

Our Board of Directors does not have an audit committee. The Board has determined that Fred Tannous is an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC. Mr. Tannous is not independent, as independence for audit committee members is defined in any listing standard.

ITEM 11. EXECUTIVE COMPENSATION.

The following summary compensation table indicates the cash and non-cash compensation earned during the years ended December 31, 2014 and 2013 by our Chief Executive Officer (principal executive officer) our Chief Financial Officer (principal financial officer), and our President, the only executive officers of the Company who served these positions during 2014 and 2013.

Name and Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)(1)		Non- Equity Incentive Plan Compensation ($)		Non- qualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
Fred Tannous,	2014	$	246,385		—		—	$	-		—		—	$	30,092	(2)	$	276,477
CEO and CFO, Co-Chairman of the Board	2013	$	190,000		—		—	$	100,000-		—		—	$	38,708	(3)	$	328,708

Bill Glaser,	2014	$	246,385		—		—	$	-		—		—	$	30,092	(2)	$	276,477
President, Co-Chairman of the Board	2013	$	190,000		—		—	$	110,000		—		—	$	38,708	(3)	$	338,708

(1)

The amounts shown in this column indicate the grant date fair value of option awards granted in the subject year computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of these options can be found in Note 2 to our financial statements included herein.

(2)

Includes auto allowance expenses in the amount of $750 for a period of twelve months plus reimbursement for health insurance expenses in the amount of $700 for a period of twelve months, and accrued vacation paid in the amount of $12,692.

(3)

Grants of Plan-Based Awards

There were no plan-based awards granted during the 2014 year to any named executive officer.

Employment Agreements

Fred E. Tannous

On September 13, 2010, we entered into an agreement with Fred E. Tannous for his services as Chief Financial Officer. On March 15, 2011, we amended this agreement in connection with his appointment as Chief Executive Officer in addition to his role as our CFO. This amendment changed the end of his employment term to March 15, 2016. On August 8, 2011, we amended the provisions regarding any increases in Mr. Tannous’ annual salary.

Mr. Tannous is compensated with an annual salary of $180,000. Mr. Tannous’ annual salary will increase to $250,000 in the event that either (i) we raise an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) we recognize $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) we raise an aggregate $10,000,000 in debt or equity financing after August 8, 2011 or (ii) we recognize $10,000,000 in cumulative gross revenues.

As an inducement for accepting the CEO position, Mr. Tannous received 4,000,000 restricted shares of common stock in March 2011.

In the event of Mr. Tannous’ termination without cause by the Company, Mr. Tannous will be paid the lesser of (i) the remainder of his annual salary during the term of the agreement and (ii) one year’s salary, and all stock options held by Mr. Tannous under the Plan will immediately vest in full and remain outstanding and exercisable until ten years from the grant date.

Bill Glaser

On August 3, 2010, we entered into an employment agreement with Bill Glaser for his services as Chief Executive Officer. On March 15, 2011, we amended his agreement in connection with his appointment as President following the appointment of Mr. Tannous as our Chief Executive Officer. This amendment changed the end of his employment term to March 15, 2016.

On August 8, 2011, we amended the provisions regarding any increases in Mr. Glaser’s annual salary. Mr. Glaser is compensated with an annual salary of $180,000. His annual salary will increase to $250,000 in the event that either (i) we raise an aggregate $5,000,000 in debt or equity financing after August 8, 2011 or (ii) we recognize $5,000,000 in cumulative gross revenues. The annual salary will increase to $360,000 in the event that either (i) we raise an aggregate $10,000,000 in debt or equity financing after August 8, 2011 or (ii) we recognize $10,000,000 in cumulative gross revenues.

Mr. Glaser was entitled to receive a bonus of 5% of our adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA). On August 19, 2013, the agreement was amended to eliminate this provision in the agreement. The agreement also calls for 10-year options to purchase 5,000,000 shares of common stock under the Plan at an exercise price of $0.025 per share, of which 500,000 shares became exercisable on December 31, 2010 with the remainder to become exercisable at the rate of 500,000 shares at the end of each subsequent six month period.

In the event of a change of control of the Company prior to the one month anniversary of Mr. Glaser’s termination, Mr. Glaser will be due the greater of (i) the remainder of his annual salary during the term of the agreement and (ii) $250,000, all unvested stock options will become vested, and any unexercised stock options will be paid out as cash in the amount equal to the difference between the consideration paid to the Company on a per share basis less the exercise price of the stock option, the value of which is multiplied by the number of options held by Mr. Glaser.

In the event of Mr. Glaser’s termination without cause by the Company, Mr. Glaser will be paid the lesser of (i) the remainder of his annual salary during the term of the agreement and (ii) one year’s salary, and all stock options held by Mr. Glaser under the Plan will immediately vest in full and remain outstanding and exercisable until ten years from the grant date.

Outstanding Equity Awards as of December 31, 2014

OPTION AWARDS

STOCK AWARDS

Name

Number of
securities
underlying
unexercised
options (#)
Exercisable

Number of
securities
underlying
unexercised
options (#)
Unexercisable

Equity
incentive plan
awards:
Number of
securities
underlying
unexercised
unearned
options (#)

Option
exercise
price ($)

Option
expiration
date

Number
of shares or
units of stock
that have
not vested (#)

Market
value
of shares
or
units
of stock
that have
not vested
($)

Equity incentive
plan awards:
number of
unearned
shares, units
or other rights
that have not
vested (#)

Equity incentive
plan awards:
Market or payout
value of
unearned
shares, units or
other rights
that have not
vested (#)

Fred E. Tannous

9,000,000

1,000,000

0.025

9/12/2020

─

Bill Glaser

4,500,000

500,000

0.025

8/3/2020

─

Director Compensation

Our directors do not receive compensation for their services as directors.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our Board of Directors and the Board of Directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Securities Authorized for Issuance under Equity Compensation Plans

Please see the section titled “Securities Authorized for Issuance under Equity Compensation Plans” under Item 5 above.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the number of shares of our common stock that are currently held by our directors and executive officers and each person who owns beneficially more than 5% of our outstanding common stock based on 80,521,713 shares of common stock outstanding on April 15, 2015.

Beneficial ownership is determined in accordance with the rules of the SEC, which deem a person to beneficially own any shares the person has or shares voting or dispositive power over and any additional shares obtainable within 60 days through the exercise of options, warrants, or other purchase rights. Shares of common stock subject to options, warrants, or other rights to purchase that are currently exercisable or are exercisable within 60 days (including shares subject to restrictions that lapse within 60 days) are deemed outstanding for purposes of computing the percentage ownership of the person holding such shares, options, warrants or other rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, each person possesses sole voting and investment power with respect to the shares identified as beneficially owned.

	Number of Shares				Percent of Class:			Amount and Nature of Beneficial Ownership of Preferred		Percent of Preferred
Name of Shareholder		Common			Common			Stock		Stock
Directors and Named Executive Officers:
Fred E. Tannous			21,456,823	(1)		15.1	%		1,000,000		19.6	%
Bill Glaser			18,767,132	(2)		13.2	%		1,000,000		19.6.	%
Directors and executive officers as a group (2 persons)			38,001,732			28.3	%		2,000,000		39.2	%

Series A Preferred Shareholders			—			—			3,210,000		61.8	%

5% Shareholders
Gene Reed			19,464,000	(3)		13.7	%		—		—	%

(1)

Includes 9,000,000 shares which can be acquired upon exercise of vested options within 60 days.

(2)

Includes 4,500,000 shares which can be acquired upon exercise of vested options within 60 days.

(3)

Includes 11,464,000 shares which can be acquired upon exercise of vested warrants within 60 days.

Related Party Transactions

None.

Director Independence

Our Board of Directors has determined that it currently has no members who qualify as “independent” as the term is defined by Nasdaq’s Marketplace Rule 5605(a)(2).

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Gumbiner Savett Inc. served as our independent registered public accounting firm for our year ended December 31, 2013. For the year ended December 31, 2014 Hartley Moore Accountancy Corporation served as our independent registered public accounting firm. The following table shows the fees that were billed for audit and other services provided by this firm during the 2014 and 2013 years:

	Year Ended December 31,
	2014		2013
Audit Fees (1)	$	50,653	$	88,300
Audit-Related Fees (2)		—		—
Tax Fees (3)		—		3,000
All Other Fees (4)		—		—
Total	$	50,653	$	91,300

(1)

Audit Fees – This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided by independent auditors in connection with statutory and regulatory filings or the engagement for fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

(2)

Audit-Related Fees – This category consists of assurance and related services by our independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees." The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC.

(3)

Tax Fees – This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice

(4)

All Other Fees – This category consists of fees for other miscellaneous items.

Pre-Approval Policies and Procedures of the Audit Committee

As we do not have an Audit Committee, the entire Board of Directors approves the engagement of our independent auditors and is also required to pre-approve all audit and non-audit expenses. In the year ended December 31, 2014 and 2013, all of our Audit-Related Fees, Tax Fees, and All Other Fees, respectively, were pre-approved by the Board.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Financial Statements; Schedules

Our financial statements for the years ended December 31, 2014 and 2013 begin on page F-1 of this annual report. We are not required to file any financial statement schedules.

Exhibit Table

Exh. No.		Exhibit Description

2.1		Contribution Agreement between uKarma and Awesome Living (1)

3.1		Articles of Incorporation (3)

3.2		Bylaws of Awesome Living (1)

3.3		Articles of Merger between GCC Merger Sub Corporation and Innolog Group Corporation (8)

4.1		Certificate of Designation of Preference, Rights and Limitations of Series A Preferred Stock (5)

4.2		Form of Warrant issued in Series A Preferred Stock Offering (5)

4.3		Form of Warrant to Purchase Common Stock issued to Placement Agent in Series A Preferred Stock Offering (5)

4.4		Form of Warrant to Purchase Preferred Stock issued to Placement Agent in Series A Preferred Stock Offering (5)

4.5		Amended and Restated Certificate of Designation of Preference, Rights and Limitations of Series A Convertible Stock (7)

4.6		Form of 2013 Warrant (10)

4.7		Form of PA Common Stock Warrant (10)

4.8		Certificate of Designation of Preference, Rights and Limitations of Series B Preferred Stock

4.9		Certificate of Designation of Preference, Rights and Limitations of Series B Preferred Stock as amended *

10.1		Employment Agreement between Bill Glaser and Awesome Living, dated August 3, 2010 (1)+

10.2		Employment Agreement between Fred E. Tannous and Awesome Living, dated September 13, 2010 (1)+

10.3		Consulting Agreement between Fred E. Tannous and Awesome Living, dated August 16, 2010 (1)+

10.4		Amended and Restated Merger Agreement between Galen Capital Corporation, Innolog Holdings Corporation, uKarma Corporation, and CGG Merger Sub Corporation, dated August 11, 2010 (2)

10.5		Amendment to Employment Agreement with Fred E. Tannous, dated March 15, 2011 (3)+

10.6		Amendment to Employment Agreement with Bill Glaser, dated March 15, 2011 (3)+

10.7		Master Service Agreement between Square One Solutions, Inc. and OverNear, Inc., dated July 15, 2011 (3)

10.8		Advisory Board Agreement between OverNear, Inc. and Chad Hahn, dated July 15, 2011 (3)

10.9		Amendment #2 to Employment Agreement with Fred E. Tannous, dated August 8, 2011 (4)+

10.10		Amendment #2 to Employment Agreement with Bill Glaser, dated August 8, 2011 (4)+

10.11		Form of Subscription Agreement in connection with Series A Preferred Stock and Warrant Offering (5)

10.12		Amendment #3 to Employment Agreement with Bill Glaser, dated August 19, 2013 (8)

10.13		Amendment #3 to Employment Agreement with Fred E. Tannous, dated August 19, 2013 (8)

10.14		Consulting Agreement between the Company and the Consultant, dated April 15, 2013 (9)

10.15		Advisory Board Agreement between the Company and the Advisor, dated April 11, 2013 (9)

10.16		Form of Subscription Agreement (9)

14.1		Code of Business Conduct and Ethics (6)

31.1		Section 302 Certification by the Registrant’s Principal Executive Officer *

32.1		Section 906 Certification by the Registrant’s Principal Executive Officer and Principal Financial Officer *

Exh. No.		Exhibit Description

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase

101.DEF**		XBRL Taxonomy Extension Definition Linkbase

101.LAB**		XBRL Taxonomy Extension Label Linkbase

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith.

** In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this report shall be deemed “furnished” and not “filed.”

+Denotes a contract with management.

(1)

Filed on September 15, 2010 as an exhibit to our Registration Statement on Form 10, and incorporated herein by reference.

(2)

Filed on November 9, 2010 as an exhibit to Amendment No. 1 to our Registration Statement on Form 10, and incorporated herein by reference.

(3)

Filed on August 5, 2011 as an exhibit to our Quarterly Report on Form 10-Q, and incorporated herein by reference.

(4)

Filed on December 15, 2011 as an exhibit to our Annual Report on Form 10-K, and incorporated herein by reference.

(5)

Filed on December 5, 2012 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.

(6) Filed on December 15, 2011 as an exhibit to our Annual Report on Form 10-K, and incorporated herein by reference.

(7)

Filed on November 4, 2013 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.

(8)

Filed on August 27, 2013 as an exhibit to our Registration Statement on Form S-1, and incorporated herein by reference.

(9)

Filed on May 20, 2013 as an exhibit to our Quarterly Report on Form 10-Q, and incorporated herein by reference.

(10)

Filed on May 13, 2013 as an exhibit to our Registration Statement on Form S-1, and incorporated herein by reference.

SIGNATURES

	ROWL, INC.

Date: April 15, 2015	/s/ Fred E. Tannous
	Fred E. Tannous, Chief Executive Officer and Chief Financial Officer

In accordance with the Securities Exchange 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.

NAME	TITLE	DATE

/s/ Fred E. Tannous	Chief Executive Officer, Chief Financial Officer,	April 15, 2015

Fred E. Tannous	Principal Accounting Officer and Co-Chairman of the Board

/s/ Bill Glaser	President and Co-Chairman of the Board	April 15, 2015
Bill Glaser

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