UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2014~~2015

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

Commission File No. 000-54119

Rowl, Inc.

(Exact name of registrant as specified in it charter)

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

~~501~~9595 ~~Santa~~Wilshire ~~Monica Boulevard~~Blvd, Suite ~~601~~900

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

(Address of principal executive offices) (Zip Code)

(310) 744-6060

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period than the registrant was required to submit and post such files). o Yes x No

Indicate by check mark whether the registrant is a large accelerated filer, and 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 ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

7990,~~573~~521,~~735~~713 shares of the issuer’s common stock are issued and outstanding as of ~~November~~May 1415, ~~2014.~~2015

FORM 10-Q

Rowl, Inc.

(Formerly, OverNear, Inc)

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Balance Sheets at September 30, 2014 (unaudited) and December 31, 2013	1
	Condensed Balance Sheets at March 31, 2015 (unaudited) and December 31, 2014	1
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2014 and 2013	2
	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2015 and 2014	2
	Unaudited Condensed Statement of Changes in Stockholders’ Equity for the Period ended September 30, 2014 and December 31, 2013	3
	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014	3
	Unaudited Condensed Statements of Cash Flows for the Six Months Ended September 30, 2014 and 2013	4
	Notes to Unaudited Interim Condensed Financial Statements	4-10
	Notes to Unaudited Interim Condensed Financial Statements	5-12
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11-14
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13-16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	14
Item 4.	Controls and Procedures	17
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	1815
Item 1a.	Risk Factors	18
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1815
Item 3.	Defaults Upon Senior Securities	1815
Item 4.	Mine Safety Disclosures	1815
Item 5.	Other Information	1815
Item 6.	Exhibits	1916
Signatures		2017

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

CONDENSED BALANCE SHEETS

	September 30,			December 31,
	March 31,			December 31,
	2014			2013
	2015			2014
	(Unaudited)
	(unaudited)
ASSETS
Current Assets:
Cash	$	1123,~~171,112~~136		$	~~172~~251,~~532~~896
Other current assets		~~225~~253,~~448~~970			~~206~~260,~~177~~948
Total Current Assets		1377,~~396,560~~106			~~378~~512,~~709~~844
Furniture and equipment, net		8238,~~373~~581			2288,~~564~~471
Software development in progress, net		701,745			710,200
Software development costs		572,106			631,289
Other assets		558,092			109,152
Intangible assets		93,836			93,836
Total Assets	$	2,738,770		$	1,220,625
Other assets		239,460			293,293
Total Assets	$	1,321,089		$	1,619,733
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	~~226~~99,~~217~~724		$	~~173~~70,~~963~~519
Accrued expenses and othe current liabilities		122,445			106,585
Accrued expenses		168,621			183,633
Legal settlement payable		12,500			68,750
Convertible debt, net of discount		109,344			-
Total Current Liabilities		~~361~~377,~~162~~689			~~349~~254,~~298~~152
Commitments
Commitments and contingencies
Stockholders' Equity
Common stock, $0.001 par value; 150,000,000 shares authorized; 79,573,735 and 64,980,257 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively		79,574			64,980
Common stock, $0.001 par value; 500,000,000 shares authorized; 80,521,713 and 80,125,728 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively		80,522			80,126
Preferred stock, $0.001 par value; 50,000,000 shares authorized:
Series A preferred stock, $0.001 par value; 50,000,000 shares authorized, 3,210,000 issued and outstanding at March 31, 2015 and December 31, 2014, respectively		3,210			3,210
3,210,000 Series A convertible preferred shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively		3,210			3,210
Series B preferred stock, $0.001 par value; 50,000,000 shares authorized, 2,000,000 issued and outstanding at March 31, 2015 and December 31, 2014, respectively		2,000			2,000
2,000,000 Series B preferred shares issued and outstanding September 30, 2014		2,000			-
Paid-in capital		12,521,264			12,042,516
Paid-in capital		11,587,992			7,227,834
Accumulated deficit		(11,663,596	)		(10,762,271	)
Accumulated deficit		(9,295,168	)		(6,424,697	)
Total Stockholders' Equity		943,400			1,365,581
Total Stockholders' Equity		2,377,608			871,327
Total Liabilities and Stockholders’ Equity	$	1,321,089		$	1,619,733
Total Liabilities and Stockholders’ Equity	$	2,738,770		$	1,220,625

The accompanying notes are an integral part of these condensed financial statements

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three months ended September 30,						Nine months ended September 30,
	Three months ended March 31,
	2014			2013			2014			2013
	2015			2014
Sales	$	-		$	-			-			-
Cost of Sales		-			-			-			-
Gross Profit		-			-			-			-
Selling, General and Administrative Expenses		~~874~~817,~~407~~238			~~571~~703,~~456~~957			~~2,409,049~~			~~1,561,130~~
Research and Development		~~163~~57,~~710~~775			~~135~~130,~~615~~071			~~462,996~~			~~135,615~~
Operating Loss		(1875,~~038,117~~013	)		(~~707~~834,~~071~~028	)		~~(2,872,045~~	)		~~(1,696,745~~	)
Other Income (Expense):
Gain on Settlement and Write-off of Accounts Payable		-			50,594			4,547			4,691
Interest expense		(1,226	)		(380	)
Interest Expense		(2,583	)		(251	)		(2,973	)		(687	)
Interest expense - Amortization of debt discount		(9,344	)		-
Other Income (Expense), Net		(2,583	)		50,343			1,574			4,004
Loss on sale of assets		(19,316	)		-
Loss before Income Taxes		(1,040,700	)		(656,728	)		(2,870,471	)		(1,692,741	)
Other		3,574			-
Provision for Income Taxes		-			-			-			(800	)
Other Income (Expense), Net		(26,312	)		(380	)
Net Loss	$	(1901,~~040,700~~325	)	$	(~~656~~834,~~728~~408	)	$	~~(2,870,471~~	)	$	~~(1,693,541~~	)
Loss Per Share-Basic and Diluted	$	(0.01	)	$	(0.01	)	$	~~(0.04~~	)	$	~~(0.03~~	)
Weighted average shares used in computing earnings per share:		79,412,680			60,729,409			75,116,488			57,545,715
Weighted average shares used in computing earnings per share – basic and diluted		80,471,965			68,763,812

The accompanying notes are an integral part of these condensed financial statements.

ROWL, INC.

~~(FORMERLY~~CONDENSED ~~OVERNEAR,~~STATEMENTS ~~INC.~~OF CASH FLOWS (UNAUDITED)

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED) For the Period ended September 30, 2014 and December 31, 2013

	Three months ended March 31,
	2015			2014
Cash Flow from Operating Activities:
Net loss	$	(901,325	)	$	(834,408	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		5,574			1,613
Amortization of software development costs		59,183			-
Loss on sale of assets		19,316			-
Issuance/vesting of stock warrants for services		91,353			9,262
Issuance/vesting of common stock for services		125,168			62,448
Stock based compensation – stock options		112,975			72,231
Amortization of debt discounts		9,344			-
Issuance of Series B Preferred stock for officers’ compensation		-			2,000
Change in operating assets and liabilities:
Other assets		15,459			(24,146	)
Accounts payable		29,205			(18,750	)
Accrued expenses		(40,012	)		30,916
Legal settlement payable		-			(18,750	)
Net Cash Used in Operating Activities		(473,760	)		(706,514	)

Cash Flow from Investing Activities:
Proceeds from sale of assets		25,000			-
Purchase of equipment		-			(4,545	)
Sub-lease deposits		25,000			-
Net Cash Provided by (Used in) Investing Activities		50,000			(4,545	)

Cash Flow from Financing Activities:
Proceeds from private placement of common stock		45,000			1,426,000
Proceeds from convertible notes		250,000			-
Net Cash Provided by Financing Activities		295,000			1,426,000

Net (Decrease) Increase in Cash		(128,760	)		714,941

Cash Balance at Beginning of Period		251,896			172,532
Cash Balance at End of Period	$	123,136		$	887,473
Supplemental Disclosures:
Interest Paid	$	-		$	380
Taxes Paid	$	-		$	-

Non-cash investing and financing activities:
Discount on convertible debts from beneficial conversion features	$	150,000		$	-

	Preferred Stock				Common Stock				Paid-in			Stock Subscriptions			Accumulated			Total Stockholders’
	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 for the period ended December 31, 2013		-		-		-		-		-			-			(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		-		-		13,346,500		13,347		2,860,920			-			-			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		-		-		1,010,012		1,010		210,107			-			-			211,117
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		-		-		-		-		30,744			-			-			30,744
Issuance of common stock in connection with promotional contracts		-		-		10,000		10		2,080			-			-			2,090
Stock based compensation		-		-		-		-		338,156			-			-			338,156
Cost related to S-1 filing		-		-		-		-		(78,739	)		-			-			(78,739	)
Net loss for the period ended September 30, 2014		-		-		-		-		-			-			(2,870,471	)		(2,870,471	)
Balance at September 30, 2014		5,210,000	$	5,210		79,573,735	$	79,574	$	11,587,992		$	-		$	(9,295,168	)	$	2,377,608

The accompanying notes are an integral part of these condensed financial statements.

The accompanying notes are an integral part of these condensed financial statements

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine months ended
	September 30,
	2014			2013
Cash Flow from Operating Activities:
Net loss	$	(2,870,471	)	$	(1,693,541	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		14,550			6,242
Gain on settlement of accounts payable		-			(4,691	)
Issuance of stock warrants for consulting services		-			17,680
Issuance of common stock for consulting services		211,117			181,451
Issuance of stock warrants for software development services		30,744			13,220
Issuance of common stock for software development services		47,444			19,500
Stock based compensation		338,156			222,075
Issuance of preferred stock for additional officer compensation		2,000			-
(Increase) Decrease in operating assets:
Prepaid expenses		-			(28,737	)
Other current assets		(133,310	)		(26,316	)
Increase (Decrease) in operating liabilities:
Legal settlement payable		(56,250	)		(62,500	)
Accrued expenses		15,860			39,714
Accounts payable		52,254			3,188
Net Cash Used in Operating Activities		(2,347,906	)		(1,312,715	)
Cash Flow from Investing Activities:
Patent, trademark and domain costs		(8,610	)		(31,078	)
Purchase of equipment		(65,904	)		(10,766	)
Software development in progress		-			(148,498	)
Net Cash Used in Investing Activities		(74,514	)		(190,342	)
Cash Flow from Financing Activities:
Proceeds from private placement of common stock, net of subscription receivable		3,421,000			1,248,125
Proceeds from subscriptions receivable Series A convertible preferred stock		-			152,500
Net Cash Provided by Financing Activities		3,421,000			1,400,625
Net Increase (Decrease) in Cash		998,580			(102,432	)
Cash Balance at Beginning of Period		172,532			150,159
Cash Balance at End of Period	$	1,171,112		$	47,727
Supplemental Disclosures:
Interest Paid	$	2,973		$	687
Taxes Paid	$	-		$	800

The accompanying notes are an integral part of these condensed financial statements

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

This summary of significant accounting policies is presented to assists the reader in understanding and evaluating the Company’s financial statements. The financial statements and notes are the representations of the Company’s management, which is responsible for their integrity and objectivity. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Rowl, Inc. (“the Company”) 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~~Beverly Hills, 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 ~~condensed~~ financial statements of Rowl, Inc. (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 operates in a rapidly changing technological and digital entertainment market and its activities are subject to significant risks and uncertainties, including failing to secure additional funding to further exploit the Company’s current technology.

OnThe ~~August~~condensed 9financial statements of the Company included herein are unaudited for the periods ended March 31, ~~2010~~2015 and March 31, 2014 have been prepared from the books and records of the Company ~~entered~~pursuant ~~into~~to athe ~~Contribution~~rules ~~Agreement~~and (“regulations of the ~~Agreement”)~~Securities ~~with~~and ~~uKarma~~Exchange ~~Corporation~~Commission (the “~~uKarma~~SEC”), toand ~~acquire~~in ~~all~~the case of the ~~assets~~condensed ~~and~~balance ~~assume~~sheet ~~liabilities~~as of ~~uKarma.~~December ~~Pursuant~~31, to2014, have been derived from the ~~terms~~audited financial statements of the ~~Agreement~~Company. These financial statements reflect all adjustments (consisting of normal recurring adjustments), which are, in the ~~Company~~opinion ~~issued~~of 10management,~~558~~ necessary to fairly present the results for the periods presented. Certain information and note disclosures,~~896~~ ~~shares~~normally ofincluded ~~its~~in ~~common~~financial ~~stock~~statements atprepared ~~par~~in ~~value~~accordance towith ~~uKarma~~accounting asprinciples ~~consideration~~generally ~~for~~accepted in the ~~acquired~~United ~~assets~~States of America, have been condensed or omitted pursuant to rules and ~~assumed~~regulations ~~certain~~of ~~liabilities~~the Securities and Exchange Commission. ~~Upon~~These condensed ~~transfer~~financial statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2014. The Company has assessed subsequent events through the date of filing of these condensed financial statements with the Securities ~~assets~~and Exchange Commission and ~~liabilities,~~believes that the ~~Company~~disclosures ~~continued~~made ~~uKarma’s~~herein ~~operations~~are adequate to make the information presented herein not misleading.

~~The~~A ~~Company’s predecessor~~summary ~~business~~of ~~developed~~the ~~and~~Company's ~~marketed~~critical ~~a proprietary branded fitness DVD series that targets individuals who seek to enrich~~accounting ~~their~~policies ~~physical,~~are ~~spiritual,~~disclosed ~~and mental wellness~~below. ~~Through infomercials and other marketing initiatives, the predecessor launched its products.~~ The Company's ~~plans~~critical toaccounting ~~monetize~~policies ~~the~~are ~~fitness~~further ~~DVD~~described ~~series~~under ~~assets~~the bycaption ~~either~~“Critical Accounting ~~selling~~Policies” orin ~~licensing~~Management's ~~the~~Discussion ~~intellectual property~~ and ~~associated~~Analysis ~~products.~~of ~~However,~~Financial ~~the~~Condition ~~Company~~and isResults ~~not~~of ~~certain~~Operations ~~about~~and ~~achieving~~in ~~success~~more detail in ~~this~~the ~~line~~Company's of2014 ~~business~~Annual ~~and~~Report ~~has~~on ~~written off~~Form ~~all assets related to such~~10-K.

~~The~~Use ~~condensed financial statements~~ of ~~the~~Estimates ~~Company~~- ~~included~~The ~~herein~~preparation of ~~are~~financial ~~unaudited~~statements ~~for~~in ~~the~~conformity ~~periods~~with ~~ended~~U.S. ~~September~~GAAP ~~30,~~requires ~~2014~~management ~~and~~to ~~September~~make ~~30,~~certain ~~2013~~estimates ~~have been prepared from the books~~ and ~~records~~assumptions ofthat affect the ~~Company~~reported ~~pursuant~~amounts ~~to the rules and regulations~~ of ~~the~~assets ~~Securities~~ and ~~Exchange Commission (the “SEC”)~~liabilities, and in the ~~case~~reported ofamount ~~the condensed balance sheet as~~ of ~~December 31,~~revenues ~~2013,~~and ~~have~~expenses ~~been~~during ~~derived from~~ the ~~audited~~ ~~financial~~reporting ~~statements of the Company~~period. ~~These~~Actual results ~~financial~~could ~~statements~~materially ~~reflect~~differ ~~all~~from ~~adjustments~~these ~~(consisting~~estimates. ofSignificant ~~normal~~estimates ~~recurring adjustments)~~include, ~~which~~but are, innot ~~the~~limited ~~opinion of management~~to, ~~necessary~~recoverability toof software ~~fairly~~development ~~present~~costs ~~the results for the periods presented. Certain information~~ and ~~note~~long-lived ~~disclosures~~assets, ~~normally~~the ~~included~~valuation inallowance ~~financial~~related ~~statements~~to ~~prepared~~deferred intax ~~accordance~~assets ~~with~~and ~~accounting principles generally accepted in~~ the ~~United~~fair ~~States~~value of stock ~~America~~options, ~~have~~warrants ~~been condensed or omitted pursuant to rules~~ and ~~regulations~~shares ofissued ~~the Securities and Exchange Commission. These condensed financial statements should be read in conjunction with the Company's audited financial statements~~ for ~~the~~non-cash ~~year ended December 31, 2013~~consideration. ~~The~~It ~~Company~~is ~~has~~reasonably ~~assessed~~possible ~~subsequent events through the date of filing of these condensed financial statements with the Securities and Exchange Commission and believes~~ that ~~the~~changes ~~disclosures~~in ~~made~~estimates ~~herein~~will ~~are~~occur ~~adequate~~in ~~to make~~ the ~~information~~near ~~presented herein not misleading~~term.

ASoftware Development ~~summary~~Costs - ofResearch and development costs are charged to expense as incurred. However, the costs incurred ~~Company's~~for ~~critical~~the ~~accounting~~development ~~policies~~of computer software that will be sold, leased, or otherwise marketed are ~~disclosed~~capitalized ~~below.~~when technological ~~The~~feasibility ~~Company's~~has ~~critical~~been ~~accounting~~established. ~~policies~~These capitalized costs are ~~further~~subject ~~described~~to ~~under~~an ongoing assessment of ~~the~~recoverability ~~caption~~based ~~“Critical~~on ~~Accounting~~anticipated ~~Policies”~~future inrevenues ~~Management's~~and ~~Discussion~~changes in hardware and ~~Analysis~~software technologies. Amortization of capitalized ~~Financial~~software ~~Condition~~development costs begins when the product is available for general release to customers and ~~Results~~revenues are generated. Amortization is computed as the ratio of ~~Operations~~current gross revenues for a product to the total of current and anticipated infuture ~~more~~gross ~~detail~~revenues infor the product. As of March 31, 2015 and December 31, 2014, the Company's ~~2013~~had ~~Annual~~capitalized software ~~Report~~development oncosts ~~Form~~of 10$710,200, respectively, for the development of a location-Kbased social networking mobile application. During the three months ended March 31, 2015 and 2014, the Company incurred research and development costs of $57,775 and $130,071, respectively.

~~Software~~Impairment ~~Development Costs~~ of Long-Lived ~~Research~~assets ~~and~~- The ~~development~~long-lived ~~costs~~assets ~~are~~held ~~charged~~and toused ~~expense~~by ~~as incurred. However,~~ the ~~costs~~Company ~~incurred~~are reviewed for ~~the~~impairment ~~development of~~no ~~computer~~less ~~software~~frequently ~~that~~than ~~will~~annually ~~be sold, leased,~~ or ~~otherwise~~whenever ~~marketed are capitalized when technological feasibility has been~~events ~~established.~~or ~~These capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and~~ changes in ~~hardware~~circumstances ~~and~~indicate ~~software~~that ~~technologies. Amortization of capitalized software development costs begins when~~ the ~~product is~~carrying ~~available~~amount ~~for~~of ~~general~~an ~~release~~asset tomay ~~customer.~~not ~~Capitalized software costs shall~~ be ~~amortized on a product-by-product basis~~recoverable. ~~The annual~~In ~~amortization shall be~~ the ~~greater~~event ~~of the amounts computed using the following: (a) the ratio~~ that ~~current~~facts ~~gross~~and ~~revenues~~circumstances ~~for~~indicate athat ~~product bear to~~ the ~~total~~cost of ~~current~~any ~~and anticipated future gross revenues for that product; and (b) the straight~~long-~~line~~lived ~~method over~~assets ~~the~~may ~~remaining~~be ~~estimated~~impaired, ~~economic~~an ~~life~~evaluation of ~~the~~recoverability ~~product~~is ~~including~~performed. ~~the~~There ~~period~~were ~~being~~no ~~reported~~impairment losses ~~on.~~during Asthe ofthree ~~September~~months ~~30,~~ended ~~2014~~March ~~and December~~ 31, ~~2013,~~2015 ~~the~~and ~~Company~~2014. ~~had~~There ~~capitalized~~can ~~software~~be ~~development~~no ~~costs~~assurance, ~~of $710~~however,~~200~~ ~~for~~that ~~the~~market ~~development~~conditions ofwill ~~a location-based~~not ~~social~~change ~~networking~~or ~~mobile~~demand ~~application. During~~for the ~~three and nine months ended September 30, 2014, the~~ Company’s ~~incurred research~~products and ~~development~~services ~~costs~~will ~~of $163~~continue,~~710~~ ~~and~~which ~~$462,996;~~could ~~and~~result ~~$135,615~~in ~~for~~impairment ~~the~~of ~~corresponding~~long-lived ~~period~~ assets in ~~2013~~the future.

~~Amortization~~Net ofLoss ~~capitalized~~Per Share - The Company ~~software~~applies ~~development~~Financial ~~costs~~Accounting ~~began~~Standards onBoard ~~September~~(“FASB”) 4,Accounting ~~2014~~Standards Codification (“ASC”) 260, ~~when~~“Earnings per ~~the~~Share.” ~~product~~Basic ~~was~~earnings ~~released~~(loss) per share are computed by dividing earnings (loss) available to ~~customers~~common stockholders by the weighted-average number of common shares outstanding. ~~Amortization~~Diluted earnings (loss) per share is computed ~~using~~similar to basic earnings a(loss) ~~straight-line~~per ~~method~~share ~~over~~except that the ~~estimated~~denominator ~~useful~~is ~~life~~increased ofto 7include ~~years.~~additional ~~Amortization~~common shares available upon exercise of stock options, warrants, and convertible debt using the treasury stock method, except for ~~three~~periods for which no common share equivalents are included because their effect would be anti-dilutive. There were 45,749,500 and ~~nine~~34,695,500 ~~months~~warrants, ~~ended~~20,078,000 ~~September~~and 3017,100,000 ~~2014~~stock ~~was~~options, $8and convertible notes convertible into approximately 1,~~455~~000,000 and 0 shares, excluded for the three months ended March 31, 2015 and 2014, respectively, because they were anti-dilutive.

~~ROWL~~Beneficial Conversion Features - In certain instances, ~~INC~~the Company entered into convertible notes that provide for an effective or actual rate of conversion that is below market value, and the embedded beneficial conversion feature (“BCF”) does not qualify for derivative treatment. In these instances, the Company accounts for the value of the BCF as a debt discount, which is then amortized to interest expense over the life of the related debt using the effective interest method.

~~(FORMERLY~~Stock ~~OVERNEAR~~Based Compensation - The Company accounts for stock options issued to employees under ASC 718 “Share-Based Payment”. Under ASC 718, ~~INC~~share-based compensation cost to employees is measured at the grant date, 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. 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.

~~NOTES~~The TOCompany ~~CONDENSED~~measures ~~FINANCIAL~~compensation ~~STATEMENTS~~expense for ~~(UNAUDITED)~~its non-employee stock-based compensation under ASC 505 “Equity”. The fair value of the option 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.

~~NOTE~~Recent 1Accounting Pronouncements – In ~~BASIS OF~~April ~~PRESENTATION~~2015, ~~AND~~the ~~SUMMARY~~FASB ~~OF SIGNIFICANT~~issued ~~ACCOUNTING~~Accounting ~~POLICIES~~Standard Update (~~continued~~“ASU”) 2015-03 Simplifying the Presentation of Debt Issuance Costs. This update requires capitalized debt issuance costs to be classified as a reduction to the carrying value of debt rather than a deferred charge, as is currently required. This update will be effective for the Company for all annual and interim periods beginning after December 15, 2015 and is required to be adopted retroactively for all periods presented, and early adoption is permitted. The Company is currently evaluating the expected impact of this new accounting standard on its financial statements.

~~Net~~The ~~Loss~~Financial ~~Per~~Accounting ~~Share -~~Standards Board ~~The~~issues ~~Company~~Accounting ~~applies~~Standard ~~FASB~~Updates ~~ASC 260,~~ (“~~Earnings~~ASU”) ~~per~~to ~~Share.”~~amend ~~Basic~~the ~~earnings~~authoritative ~~(loss)~~literature ~~per~~in ~~share~~ASC. isThere ~~computed~~have bybeen ~~dividing~~a ~~earnings~~number of ~~(loss)~~ASUs ~~available~~ to ~~common~~date ~~stockholders~~that byamend the ~~weighted-average~~original ~~number~~text of ~~common shares outstanding~~ASC. ~~Diluted~~The ~~earnings~~Company ~~(loss)~~believes ~~per share~~those isissued ~~computed similar~~ to ~~basic~~date ~~earnings~~either (~~loss~~i) ~~per~~provide ~~share~~supplemental ~~except that the denominator is increased to include additional common~~guidance, ~~shares~~(ii) ~~available~~are ~~upon~~technical ~~exercise~~corrections, of(iii) ~~stock~~are ~~options~~not ~~and~~applicable ~~warrants~~to ~~using~~ the ~~treasury~~Company ~~stock~~or ~~method,~~(iv) ~~except~~are ~~for~~not ~~periods~~expected ~~for~~to ~~which~~have ~~no common~~a ~~share~~significant ~~equivalents~~impact ~~are~~on the ~~included because their effect would be anti-dilutive~~Company.

Stock 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. Options granted expire from five through ten years from the date of grant. Stock based compensation expense in the amount of $97,600 and $338,156 was incurred for the three and nine months ended September 30, 2014, and $74,025 and $222,075 for the corresponding period in 2013.

The Company accounts for stock issued to non-employees in accordance with the provisions of FASB ASC 505-50 “Equity Based Payments to Non-Employees”. FASB ASC 505-50 states that equity instruments that are issued in exchange for the receipt of goods or services should be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date occurs as of the earlier of (a) the date at which a performance commitment is reached or (b) absent a performance commitment, the date at which the performance necessary to earn the equity instruments is complete (that is, the vesting date).

In accordance with the guidance, an asset acquired in exchange for the 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 condensed balance sheets.

New Accounting Pronouncements - In June 2014, the Financial Accounting Standards Board issued guidance related to financial statement presentation for development stage enterprises. The standard removes the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the standard eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The standard is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein, with early adoption permitted. As a result, the Company adopted this standard as of September 30, 2014 and eliminated since inception information from our financial statement.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently assessing the impact the adoption of ASU 2014-09 will have on our consolidated financial statements and disclosures.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern.” The amendments in this update provide guidance in U.S. GAAP about management's responsibilities to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The main provision of the amendments are for an entity's management, in connection with the preparation of financial statements, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. Management's evaluation should be based on relevant conditions and events that are known or reasonably knowable at the date the consolidated financial statements are issued. When management identifies conditions or events that raise substantial doubt about an entity's ability to continue as a going concern, the entity should disclose information that enables users of the consolidated financial statements to understand all of the following: (1) principal conditions or events that raised substantial doubt about the entity's ability to continue as a going concern (before consideration of management's plans); (2) management's evaluation of the significance of those conditions or events in relation to the entity's ability to meet its obligations; and (3) management's plans that alleviated substantial doubt about the entity's ability to continue as a going concern or management's plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. The amendments in this update are effective for interim and annual reporting periods after December 15, 2016 and early application is permitted. The Company is currently assessing this guidance for future implementation.

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2 – GOING CONCERN

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 ~~continue~~deplete ~~to use~~ working capital.

Management of the Company is actively seeking financing to continue the marketing and development of its location-based mobile platform and market its ~~products~~ product and ~~services~~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 ~~meet~~obtain ~~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 ~~relating~~related to the year ended December 31, ~~2013~~2014 states that there is substantial doubt about the Company’s ability to continue as 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.

NOTE 3 – ~~ACCRUED~~FURNITURE ~~EXPENSES~~AND EQUIPMENT AND SOFTWARE DEVELOPMENT COSTS

Furniture and Equipment consisted of the following:

	March 31,
	2015			December 31,
	(Unaudited)			2014

Furniture and equipment	$	68,926		$	119,097
Accumulated depreciation		(30,345	)		(30,626	)
Furniture and equipment, net	$	38,581		$	88,471

Depreciation expense for the three months ended March 31, 2015 and 2014 was $5,574 and $1,613, respectively.

During the three months ended March 31, 2015, the Company sold furniture and equipment with a gross value of $50,171 and a net book value as of the date of sale of $44,316 for $25,000. The Company recognized a loss on the sale of assets of $19,316 which is included in the accompanying statement of operations.

The 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 is being amortized over its estimated useful life of 3 years.

Software development costs consisted of the following:

	March 31,
	2015			December 31,
	(Unaudited)			2014

Software development costs	$	710,200		$	710,200
Accumulated amortization		(138,094	)		(78,911	)
Software development costs, net	$	572,106		$	631,289

Amortization expense for the three months ended March 31, 2015 and 2014 was $59,183 and $0, respectively.

NOTE 4 – ACCRUED EXPENSES

Accrued expenses consisted of the following:

	September 30,
	March 31,
	2014		December 31,
	2015		December 31,
	(Unaudited)		~~2013~~2014
Accrued Professional Fees	$	7,000	$	33,875
Accrued salaries and related expenses	$	74,842	$	110,093
Accrued Salaries and Related Expenses		54,892		25,710
Sublease deposits		38,553		13,553
Sublease security deposit		13,553		-
Registration rights penalties		47,000		47,000
Liquidated Damages		47,000		47,000
Other		8,226		12,987
Total Accrued Liabilities	$	122,445	$	106,585
Total accrued liabilities	$	168,621	$	183,633

NOTE 45 – ~~LEGAL~~CONVERTIBLE ~~SETTLEMENT PAYABLE~~DEBT

InDuring ~~November~~the ~~2011~~three months ended March 31, 2015 the Company ~~settled~~entered ainto ~~legal~~convertible ~~dispute~~promissory ~~for~~notes ~~the~~with ~~total~~various ~~amount~~investors oftotaling $~~275~~250,000,. ofThe ~~which~~notes ~~$50,000~~bear ~~was~~interest ~~paid~~at a onrate ~~December~~of 158% per annum, ~~2011~~compounded ~~with~~annually, ~~the remainder~~and ~~payable~~have inmaturity ~~monthly~~dates ~~installments~~one of(1) ~~$6,250~~year ~~through~~from ~~December~~the 7,date ~~2014~~of issuance. AtThe ~~September~~notes 30along with convertible interest thereon, ~~2014~~are ~~and~~convertible ~~December~~at ~~31,~~the ~~2013,~~option of the ~~settlement~~ ~~payable~~holder ~~which~~into ~~was~~shares ~~due~~of ~~currently~~the ~~amounted~~Company’s tocommon ~~$12,500~~stock ~~and~~at $~~68,750,~~0.25 per ~~respectively~~share.

~~NOTE~~The 5Company –determined ~~STOCKHOLDERS~~that there was a beneficial conversion feature as the conversion price of $0.25 was below the assessed fair value of the Company’s ~~EQUITY~~common stock of $0.40 on the dates of issuance. Accordingly, the Company recorded a debt discount of $150,000 related to the beneficial conversion feature which will be amortized over the term of the notes using the straight-line method as it approximates the effective interest method due to the short-term nature of the notes. The debt discount was computed as the difference between the fair value of the common stock issuable upon conversion of the convertible debt and the total price to convert based on the effective conversion price.

During the three months ended March 31, 2015, the Company amortized $9,344 of this discount and $140,656 remains to be amortized.

NOTE 6 – STOCKHOLDERS’ EQUITY

Common Stock

~~During~~The ~~the~~Company ~~nine~~is authorized ~~months~~to ~~ended~~issue ~~September 30~~500, ~~2014~~000,000 ~~the~~shares ~~Company~~of ~~executed~~its ~~the~~$0.001 ~~following~~par value common stock ~~transactions:~~.

·During the ~~issuance~~three months ofended anMarch ~~aggregate~~31, 132015,~~346,500~~ ~~common~~the ~~shares~~Company toissued ~~accredited~~283,485 ~~investors~~shares inof ~~private~~the ~~placements.~~Company’s ~~Total~~common ~~consideration~~stock ~~from~~for ~~the~~consulting ~~issuance~~services, ofwith a ~~common~~value ~~stock~~of ~~amounted to~~ $3113,~~421~~394,~~000~~ ~~for~~based on the ~~period~~fair ~~ended~~market ~~September~~value ~~30,~~of ~~2014.~~the ~~The~~Company’s common stock ~~issued~~on ~~included~~the ~~warrants~~date ~~with a fair value~~ of ~~$546,733~~grant.

·During the ~~issuance~~three ofmonths anended ~~aggregate~~March 131,~~010~~ 2015,~~012~~ ~~shares~~prepaid ofconsulting costs included in other assets in the ~~Company’s~~accompanying ~~common~~balance ~~stock~~sheet, ~~with~~stemming afrom ~~fair~~the ~~value~~issuance of ~~$211~~common stock in previous periods was amortized,~~117~~ ~~for~~resulting ~~consulting~~in ~~services~~a charge to expense of $10,774.

· the issuance of 226,966 shares of common stock with a fair value of $47,444 for software development services.

· the issuance of 10,000 shares of common stock with a fair value of $2,090 for promotional contract.

The fair value of common stock 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 common stock sold for cash during the period.

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 5 – STOCKHOLDERS’ EQUITY (continued)

Preferred Stock

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 ~~and the first series consisted of 18,000,000 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 nine months ended September 30, 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.

InThe ~~connection~~first ~~with the~~series ~~Company’s~~consists ~~December~~of 313,210,000 shares ~~2012~~and ~~sale~~is ofdesignated ~~$802,500~~as inseries ~~units~~A ~~consisting~~convertible ofpreferred anstock ~~aggregate~~(“Series ofA ~~3,210,000~~Preferred ~~shares~~Stock”). ofThe ~~the~~holders ~~Company’s Series~~of Series A Preferred Stock ~~and~~are ~~warrants~~entitled to ~~purchase~~receive, anif, ~~aggregate~~when ofand ~~3,210,000~~as ~~shares~~declared ofby the ~~Company’s common stock~~Board, ~~the~~dividends ~~Company was~~at ~~required~~an toannual ~~file~~rate aof ~~registration~~8% ~~statement~~of ~~registering~~ the ~~shares~~original purchase price of ~~common stock. Such~~ Series A Preferred Stock ~~were~~. ~~convertible~~No ~~into~~dividends ~~3,210,000~~were ~~shares~~declared as of ~~common~~or ~~stock. Such~~for ~~registration~~the ~~statement~~three ~~was~~months ~~required~~ended toMarch be31, ~~filed~~2015 ~~within~~and 2014. 60 In ~~days~~the event of ~~the~~any ~~final~~liquidation, ~~closing~~dissolution ~~date~~or (winding up of the ~~“Filing~~Company, ~~Date”)~~voluntary ~~and~~or toinvoluntary, bethe ~~declared~~holders ~~effective~~of bythe ~~150~~Series A ~~days~~Preferred ~~from~~Stock are entitled to receive the ~~Filing~~amount ~~Date~~of $0. ~~The Company~~50 ~~did~~per ~~not~~share. Each ~~meet~~share ~~the~~of ~~required~~Series ~~Filing~~A ~~Date~~Preferred Stock issued and outstanding is entitled to the ~~required~~number ~~effectiveness~~of ~~date~~votes ~~passed. Pursuant~~equal to the ~~registration rights~~number ~~agreement,~~of ifshares ~~the~~of ~~registration~~common ~~statement~~stock ~~was~~into ~~not~~which ~~filed~~such onshare aof ~~timely~~Series ~~basis~~A Preferred orStock ~~was~~could ~~not~~be ~~declared~~converted. Each ~~effective~~share byof ~~the~~Series ~~SEC~~A ~~for~~Preferred ~~any reason~~Stock onis aconvertible ~~timely~~at ~~basis,~~ the ~~Company~~option ~~was~~of ~~required~~the toholder at ~~pay~~any ~~each~~time ~~investor~~after ~~monthly~~the ~~liquidated~~date ~~damages~~of issuance into equal tonumber ~~1.0%~~of shares of common stock. In addition, the ~~investment~~Company shall have the ~~amount~~right ~~subscribed~~to ~~for~~convert bythe ~~such~~Series ~~investor~~A ~~(capped~~Convertible atPreferred ~~12%)~~Stock ~~until~~into shares of the ~~registration~~Company’s ~~statement~~common isstock ~~filed~~in orits ~~declared~~sole ~~effective~~discretion at any time, asat ~~the case~~which ~~may~~time, ~~be.~~such ~~The~~Series ~~Company’s~~A ~~registration~~Convertible ~~statement~~Preferred ~~was~~Stock ~~declared~~shall ~~effective~~automatically byand ~~the~~without ~~SEC~~any onrequired ~~February~~action ~~14,~~by ~~2014. At~~any ~~September 30~~holder, ~~2014~~be ~~and~~converted ~~December~~into ~~31,~~103% ~~2013~~of fully paid, ~~the~~non-assessable ~~Company~~shares ~~had~~of ~~accrued~~common ~~$47,000~~stock. As of ~~estimated~~the ~~liquidated~~date ~~damages~~when ~~that~~these itfinancial ~~owes~~statements were available to ~~the holders~~be ofissued, ~~the~~no ~~outstanding~~preferred ~~Series~~shares Ahad ~~Preferred~~been converted to common stock.

On March 26, 2014 the Company designated 2,000,000 shares of preferred stock as Series B Preferred Stock ~~Conversion~~(“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.

InOn ~~August~~March ~~and~~26, ~~October 2013~~2014, the Company ~~obtained~~issued ~~the~~to ~~consent~~its ofofficers ~~approximately~~2,000,000 ~~69%~~shares of ~~its~~ preferred ~~shareholders~~stock todesignated ~~adopt,~~as ~~approve and ratify the Amended~~series ~~and~~B ~~Restated~~Preferred ~~Certificate~~Stock. The offair ~~Designations~~value of the ~~Company’s~~ Series AB ~~Convertible~~ Preferred Stock. ~~The~~on ~~amendment, which was filed with~~ the ~~state~~date of ~~Nevada~~issuance onwas ~~October~~determined ~~4, 2013, provides that the Company shall have the right~~ to ~~convert~~be ~~the Series A Convertible~~$2,000 ~~Preferred~~and ~~Stock~~was ~~into~~recorded ~~shares~~as ~~of the Company~~officers’s ~~common~~compensation. Subsequent ~~stock~~to inMarch ~~its sole discretion at any time~~31, ~~at which time~~2015, ~~such Series A Convertible Preferred Stock shall automatically and without any required action by any holder~~1,000,000 ~~be converted into 103%~~ of ~~fully paid,~~these ~~non-assessable~~ shares ofwere ~~common~~returned ~~stock. As of~~ to the ~~date~~Company ~~when~~and will ~~these~~be ~~financial~~cancelled ~~statements~~and ~~were~~retired ~~available~~ to ~~be issued~~treasury, nosee ~~preferred shares~~Note ~~had been converted to common stock~~8.

OnIn ~~March~~connection 26with the Company’s December 31, ~~2014~~2012 sale of $802, 500 in units consisting of an aggregate of 3,210,000 shares of the Company’s ~~issued~~Series A Preferred Stock and warrants to ~~its~~purchase ~~officers~~an 2aggregate of 3,~~000~~210,000 shares of ~~preferred~~the Company’s common stock, ~~designated~~the asCompany ~~series~~was Brequired ~~preferred~~to file a registration statement registering the shares of common stock. Such (“Series B A Preferred Stock~~”).~~ ~~The~~were ~~holders~~convertible into 3,210,000 shares of ~~Series~~common Bstock. Such ~~Preferred~~registration ~~Stock~~statement ~~are~~was ~~entitled~~required to ~~the~~be ~~equivalent~~filed ofwithin ~~100~~60 ~~votes~~days of ~~common~~the ~~stock for~~final ~~each~~closing ~~share~~date of(the ~~Series~~“Filing BDate”) ~~Preferred~~and ~~stock~~to ~~held~~be declared effective by 150 days from the Filing Date. The ~~holders~~Company did ofnot meet the ~~Series~~required BFiling ~~Preferred~~Date ~~Stock~~and ~~have~~the norequired ~~other~~effectiveness date passed. Pursuant to the registration rights agreement, ~~such as~~if ~~conversion~~the registration statement was not filed on a timely basis or ~~liquidation. The~~was ~~fair~~not ~~value~~declared ofeffective by the ~~Series~~SEC Bfor ~~Preferred~~any ~~Stock~~ reason on a timely basis, the ~~date~~Company was required to pay each investor monthly liquidated damages equal to 1.0% of ~~issuance~~the ~~was~~investment ~~determined~~amount tosubscribed 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 March 31, 2015 and December 31, 2014, the Company had accrued $247,000 ~~and~~of ~~was~~estimated ~~recorded~~liquidated asdamages ~~officers’~~that ~~compensation~~it will owe to the holders of the outstanding Series A Preferred stock.

~~Warrants~~Private Placement

~~During~~In the ~~nine~~third ~~months ended~~quarter ~~September~~of ~~30,~~ 2014, the Company opened ~~issued~~a ~~warrants~~new ~~to purchase common stock to investors in~~ private ~~placements~~placement for the ~~right to~~sale ~~purchase 13,284,000 shares~~ of ~~the Company’s~~ common stock at $0.5040 per share. ~~The~~During ~~warrants~~the ~~vested~~three ~~immediately~~months ~~and~~ended ~~have a~~March ~~term~~31, of2015, ~~five~~the company ~~years~~sold ~~from~~112,500 ~~the~~shares ~~date~~of the ~~warrants~~Company’s ~~were~~common ~~issued.~~stock ~~The~~to ~~warrants~~accredited ~~were~~investors ~~valued~~for at $~~546~~45,~~733, using the Black-Scholes-Merton option pricing model~~000.

OnDuring ~~February 1, 2014,~~ the ~~Company~~three ~~entered~~months ~~into~~ended aMarch ~~software~~31, ~~development~~2014, ~~agreement~~the ~~pursuant~~Company ~~to which it granted a warrant to purchase 125~~issued 5,704,000 shares of the Company’s common stock atto anaccredited ~~exercise~~investors ~~price~~in ofprivate $0placements.~~25.~~ ~~The~~Total ~~warrant~~consideration ~~vests~~from ~~over~~the issuance 3of ~~years~~common asstock ~~follows~~amounted ~~(a)~~to 20$1,426,000 ~~shares~~for ~~after 6 months (b) remaining at~~ the ~~rate~~period ofended ~~10,500~~March ~~shares at the end of every three months~~31, ~~thereafter~~2014. The ~~warrant~~common ~~has~~stock ~~a term~~issued ofincluded 5warrants with ~~years.~~a ~~The~~ fair value of ~~the warrant using Black-Scholes-Merton model was determined to be~~ $12232,~~625~~673.

On July 22, 2014, the Company entered into a consulting agreement pursuant to which it granted a warrant to purchase 2,664,000 shares of the Company’s common stock at an exercise price of $0.25. The warrant vests immediately and has a term of 10 years. The fair value of the warrant using Black-Scholes-Merton model was determined to be $402,940, which were recorded as other assets in the accompanying condensed balance sheet at September 30, 2014.

On August 22, 2014, the Company entered into a marketing agreement pursuant to which it granted a warrant to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.25. The warrant vests over 2 years, beginning in October 2014, as follows: (a) 250,000 shares after six months (b) remaining at the rate of 181,250 shares at the end of every three months, thereafter. The warrant has a term of 10 years. The fair value of the warrant using Black-Scholes-Merton model was determined to be $161,336.

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 5 – STOCKHOLDERS’ EQUITY (continued)

The assumptions used in the Black-Scholes-Merton option pricing model are as follows:

Risk-free interest rate	0.49%-1.34%
Expected dividend yield	0	%
Expected lives	2.5-4 years
Expected volatility	70%-100%

Warrants to purchase an aggregate of 45,939,500 shares of the Company’s common stock with exercise prices ranging from $0.01 to $0.75 were outstanding as of September 30, 2014. A summary of the Company’s warrant activity and related information for the nine months ended September 30, 2014 is as follows:

	Warrants		Weighted Average Exercise Price
Outstanding at January 1, 2014		28,866,500	$	0.39
Granted		17,073,000		0.44
Exercised		-		-
Forfeited/Expired		-		-
Outstanding at September 30, 2014		45,939,500	$	0.41

Stock Options

During 2010, the Board of Directors approved and 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. It is the policy of the Company to issue new shares for stock options exercised, rather than issue treasury shares. ~~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.

During the ~~nine~~three months ended ~~September 30~~March 31, ~~2014,~~2015 ~~the~~and ~~Company granted options to purchase an aggregate of 5~~2014,~~850,000~~ ~~shares~~no ~~of the Company’s common~~ stock tooptions ~~certain~~were ~~employees~~issued. ~~3,000,000~~During of the ~~stock~~three ~~options~~months ~~were~~ended ~~granted~~March ~~with an exercise price of $0.10~~31, 22015,~~750~~ 478,000 ~~were~~options ~~granted~~were ~~with~~forfeited ~~an exercise price of $0.25~~ and 20,100,000 ~~were~~remained ~~granted with an exercise price of $0~~outstanding.~~40;~~ ~~and~~As ~~have contractual terms~~ of ~~five~~March ~~years. At September 29~~31, ~~2014,~~2015 ~~the~~there ~~employee~~were ~~that was granted with 2~~16,~~500~~650,000 options ~~was terminated, as such these options were cancelled~~vested. ~~Vesting~~ ofStock ~~the options is through December 2016 through September 2017. Certain~~ option expense ~~awards provide~~ for ~~accelerated~~the ~~vesting if~~three ~~there~~months isended aMarch ~~change~~31, in2015 ~~control (as defined in the Plan)~~ and in2014 ~~the event of certain modifications to the option award agreement. The weighted average exercise price of the options granted~~ was $~~0.168.~~112,975 ~~The weighted average remaining contractual life was 5.22~~ and ~~5.39 for the options outstanding and exercisable~~$72,231, respectively.

~~The~~Subsequent fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model. The expected volatility is based on the historical volatilities of the common stock of comparable publicly traded companies based on the lack of relevant historical data regarding the volatility of its stock price on which to ~~base~~March ~~a meaningful estimate of expected volatility. The expected term of options granted was determined in accordance with the “simplified approach” as the Company has limited~~31, ~~relevant,~~ historical data on employee exercises and post-vesting employment termination behavior. The expected risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The financial statement effect of forfeitures is estimated at the time of grant and revised2015, ~~if necessary~~10, ~~if the actual effect differs from those estimates. For option grants to employees and directors~~000, ~~the Company assigns a forfeiture factor of~~000 ~~0%. These factors could change in the future, affecting the determination~~ of ~~stock-based~~these ~~compensation~~options ~~expense~~were ~~in future periods. Utilizing these assumptions~~forfeited, ~~the~~see ~~fair~~Note ~~value is determined at the date of grant~~8.

~~The table below illustrates the fair value per share determined by the Black-Scholes-Merton option pricing model with the following assumptions used for valuing options granted to employees:~~7

Weighted-average fair value of options granted	$	0.171
Expected terms		3-10 years
Expected volatility		70 - 100%
Risk-free interest rate		1.06 - 1.12%
Dividend yield		-

Warrants

9During the three months ended March 31, 2015, no warrants were issued, and 125,000 vested per the terms of the related service contracts resulting a charge for services related to warrants of $57,775. Of this amount, $16,987 relates to development and $40,788 relates to promotional contracts. The Company revalued the vested warrants using the Black-Scholes option pricing model with the following range of inputs:

ROWL, INC.

Risk-free interest rate		0.26 - 1.37	%
Expected dividend yield		0	%
Expected lives	1.5 - 5.4 years
Expected volatility		100	%

~~(FORMERLY~~During ~~OVERNEAR~~the three months ended March 31, 2014, ~~INC~~the Company issued warrants to purchase common stock to investors in private placements for the right to purchase 5,704,000 shares of the Company’s common stock at $0.)50 per share. The warrants vested immediately and have a term of five years from the date the warrants were issued. The warrants were valued at $232,673, using the Black-Scholes option pricing model.

~~NOTES~~During TOthe ~~CONDENSED~~three ~~FINANCIAL~~months ~~STATEMENTS~~ended ~~(UNAUDITED)~~March 31, 2015, prepaid consulting costs included in other assets in the accompanying balance sheet, stemming from the issuance of warrants in previous periods was amortized, resulting in a charge to expense of $33,578.

NOTE 57 – ~~STOCKHOLDERS’ EQUITY~~COMMITMENTS ~~(continued)~~AND CONTIGENCIES

Stock Options (continued)

The table below illustrates the fair value per share determined by the Black-Scholes-Merton option pricing model with the following assumptions used for valuing warrants granted to consultants:

Weighted-average fair value of options granted	$	0.091
Expected terms		5 - 6 years
Expected volatility		70 - 100%
Risk-free interest rate		1.06 - 1.89%
Dividend yield		-

Options to purchase 20,450,000 shares of common stock at a weighted average exercise price of $0.067 per share were outstanding at September 30, 2014, of that amount, 15,350,000 are exercisable at an average price of $0.038 per share.

As of September 30, 2014, there was $476,945 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 3.75 years.

The estimated aggregate pretax intrinsic value (the difference between the Company’s estimated stock price on the last day of the period ended September 30, 2014 and the exercise price, multiplied by the number of in-the-money options) is approximately $2,629,400. This amount changes based on the estimated fair value of the Company’s common stock.

Public Offering

On February 14, 2014, the SEC issued a notice of effectiveness of the Registration Statement filed by the Company to sell 10,000,000 shares of common stock at a public offering price of $0.50 per share. Accordingly, during the period ended September 30, 2014, the Company offset capitalized costs of $78,739 related to the fund raising efforts to paid-in capital.

NOTE 6 – LOSS PER SHARE

There were no dilutive securities for the three and nine months ended September 30, 2014 and 2013. A total of 66,389,500 warrants and stock options were excluded from the calculation of diluted net loss per share for the three and nine months ended September 30, 2014, and 43,182,500 warrants and stock options were excluded from the calculation of diluted net loss per share for the three and nine months ended September 30, 2013, because they were anti-dilutive.

NOTE 7 – NON-CASH TRANSACTIONS

Non cash activities during the nine months ended September 30, 2014 are as follows:

· The Company issued 10,000 shares of its common stock valued at $2,090 in connection with promotional contract. (see Note 5).

· The Company issued 2,664,000 warrants $402,940 in connection with prepaid consulting services. (see Note 5).

· The Company offset capitalized registration statement costs to paid-in capital (see Note 5).

Non cash activities during nine months ended September 30, 2013 are as follows:

· The Company issued 898,200 shares of its common stock valued at $186,736 in payment of the settlement of accounts payable and retainer fee.

· The Company issued warrants valued at $3,138 in connection with software development.

· The Company issued 850,000 shares of its common stock valued at $178,234 for consulting services to be performed from June 2013 to August 2015.

· The Company issued warrants valued at $23,400 in connection with consulting services to be performed from August 2013 to August 2015..

· The Company issued 282,583 shares of its common stock valued at $59,475 in connection with software development.

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 8 – COMMITMENTS

Employment Agreement

On August 3, 2010, the Company entered into 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 to March 15, 2016. Per the amendment to the agreement dated August 8, 2011, Mr. Glaser is compensated with an annual salary of $180,000, which was increased to $190,000 in 2013. Mr. Glaser’s 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. 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 schedule: 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 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. In the 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.

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.

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.

In 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.

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 will immediately vest in full and remain outstanding and exercisable until ten (10) years from the grant date.

11Subsequent to period end, the Company entered into a separation agreement with Mr. Tannous, see Note 8.

ROWL, INC.

(FORMERLY OVERNEAR, INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 8 – COMMITMENTS (continued)

The following table summarizes the Company’s minimum obligations in the event of an early termination under employment agreements as of September 30, 2014:

Twelve months Ending September 30	Amount
2015	$	500,000
2016		199,000
Total	$	699,000

Lease Commitment

~~Following~~The Company leases two facilities in Santa Monica, California. The first facility is for two years, with monthly payments ranging from $4,386 to $4,517 which expires in May 2015. The Company has subleased this facility to a ~~summary~~third party with lease payments equaling those that are owed by the Company. ofThe second lease is a three (3) year three (3) month lease expiring in November 2017 and includes payments ranging from $10,345 to $11,305. Effective March 1, 2015, the Company has subleased this facility to a third party with lease payments equaling those that are owed by the Company. In addition, the Company received a $25,000 security deposit from the lessee. The Company is required to pay additional amount for operating ~~leases~~expenses atunder ~~September~~both 30these leases, ~~2014:~~which is the responsibility of the lessees.

Description of Property	Minimum Annual Rental		Expiration Date	Renewal option
Operations and admin facility #1	$	4,518	May 2015	None
Operations and admin facility #2		10,346	November 2017	None
Total	$	14,864

On March 1, 2015, the Company entered into a lease agreement for office space in Palos Verdes Estates, CA. The lease agreement is for one (1) year at $500 per month.

~~Under~~On March 13, 2015, the ~~terms~~Company ofentered ~~the~~into a lease agreement ~~the~~for ~~Company~~office isspace ~~also~~at ~~required~~9595 toWilshire ~~pay~~Blvd, ~~additional~~Suite ~~amount~~900 Beverly Hills, CA 90212. The lease agreement is for ~~operating~~one (1) ~~expenses~~year at $1,817 per month.

~~Beginning~~Legal August 1, 2014, the Company subleased its operations and admin facility #1 for $4,518 per month through May 2015. The Company received a deposit in connection with this sublease agreement for $13,553, which in included in accrued expenses and other current liabilities (see Note 3).Proceedings

~~The~~We ~~following~~are ~~table~~currently ~~summarizes~~not ~~the~~involved ~~Company’s~~in any litigation ~~future~~that ~~minimum~~we ~~lease~~believe ~~payments~~could ~~for~~have ~~leases~~a ~~with~~materially ~~initial~~adverse ~~terms~~effect inon ~~excess~~our financial condition or results of ~~one~~operations. ~~year~~There is no action, suit, ~~and~~proceeding, ~~for~~inquiry ~~each~~or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the ~~next~~executive ~~five~~officers ~~years~~of ~~and~~our incompany or any of our subsidiaries, threatened against or ~~the~~affecting ~~aggregate~~our company, ~~are:~~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.

Twelve months Ending September 30	Amount
2015	$	160,597
2016		128,190
2017		132,036
Thereafter		22,610
Total	$	443,433

NOTE 8 – SUBSEQUENT EVENTS

~~NOTE 9~~Subsequent –to ~~VENDOR~~March 31, ~~SETTLEMENTS~~2015, ~~AND~~the ~~GAIN~~Company ONexecuted ~~FORGIVENESS OF~~the ~~DEBT~~following common stock transactions:

~~The~~● ~~Company~~On ~~has entered into~~April ~~arrangements~~3, ~~with~~2015, ~~various~~the ~~professional~~company ~~service~~canceled ~~providers~~advances ~~for~~of ~~amounts~~approximately ~~different~~$60,000 ~~than~~to one of its employees. Accordingly, the ~~liability~~Company ~~recorded~~will record a charge to expense of an equal amount in the ~~accounts payable~~second quarter of 2015. ~~The~~● On April 6, 2015, the Company' amended an agreement with one of it’s ~~officers~~consultants. ~~also~~The ~~forgave~~original ~~their~~agreement ~~deferred~~dated ~~compensation~~July ~~during~~22, ~~2011~~2014 was for three (3) years and included warrants to purchase 2,664,000 shares of common stock. AsThe Company and the consultant agreed to amend the original agreement to add 500,000 common stock warrants which vest immediately, are exercisable at $0.40, and have a ~~result~~ten (10) year term. All other terms from the original agreement remained the same. ● On April 10, 2015 the Company invited Michael Portera and C. Edward Carter to join the Company's board of ~~these~~directors. ~~transactions~~Michael Portera is currently the Company's Director of Business Development. C. Edward Carter has, from time-to-time provided consulting and advisory services to the Company ~~recorded~~ ~~gain~~with ~~(loss)~~respect onto ~~settlement~~certain activities and ~~forgiveness~~specific ofprojects. ~~debt~~● On April 28, 2015 the Company granted C. Edward Carter, Director, 1,500,000 options to purchase the Company’s common stock at an exercise price of $0.40. The options vest quarterly over three (3) years. The initial term of Mr. Carter’s agreement is one year. In the event that the Director is not re-elected after the initial term, he will forfeit any unvested options. ● On May 6, and $4effective April 30,~~547~~ ~~for~~2015 the ~~three~~Company entered into a Separation Agreement with its former Chief Executive Officer and ~~nine~~Chief ~~months~~Financial ~~ended~~Officer ~~September~~Fred 30Tannous. As part of the agreement, ~~2014~~ Mr. Tannous waived all severance payments and commitments under his employment agreement as outlined in Note 7. The Company ~~recorded~~agreed ~~gain~~to ~~(loss)~~pay onMr. ~~settlement~~Tannous $100 severance and ~~forgiveness~~concurrently ofentered ~~debt~~into a six-month consulting agreement as described below. In addition, Mr. Tannous returned 1,000,000 shares of ~~$50~~the Company’s Series B Preferred Stock which provided him substantial voting power,~~594~~ and $4the Company will cancel and retire these shares to treasury. Further,~~691~~ ~~for~~Mr. Tannous agreed to forfeit his 10,000,000 stock options, 9,000,000 of which were vested as of the ~~three~~separation ~~and~~date. ~~nine~~● Concurrently with the separation agreement noted above, the Company entered into a consulting agreement with Fred Tannous. The agreement is for six months ~~ended~~ ~~September~~and 30calls for monthly payments of $10,000, ~~2013~~and other rent and phone allowances that were paid for by the Company prior to the separation.

~~NOTE 10 – SUBSEQUENT EVENTS~~9

● On May 6, 2015, the Company formed a wholly-owned subsidiary, Open Me Technologies, Inc. for the purpose of an asset purchase as described below. ● On May 7, 2015, the Company appointed Michael Portera as the Treasurer of the Company. ● On May 8, 2015, the Company’s wholly-owned subsidiary, Open Me Technologies, Inc. (“Buyer”) acquired all or substantially all of the assets of Open Me, Inc. (“Seller”) pursuant to an Asset Purchase Agreement by and among the Company, Buyer and Seller dated May 8, 2015 (the “Agreement”). The Company ~~has~~issued ~~evaluated~~ten ~~subsequent~~million ~~events through~~(10,000,000) ~~November~~of 14its common stock to Seller as consideration for the purchase, ~~2014~~and assumed certain liabilities of Seller. The Agreement provides for customary representations, warranties and indemnities of the ~~date~~parties. ~~which~~Twenty-five percent (25%) of the ~~financial~~shares ~~statements~~issued to Seller (2.5 million shares) were ~~available~~placed into a one-year third party escrow. Seller will receive the stock after one-year unless the Company or Buyer makes an indemnification claim during such time for breach by Seller of any of its representations, warranties or covenants in the Agreement (in which case the stock shall be held pending either (a) mutual agreement of the parties or (b) the date an of arbitration order resolving such dispute). The Agreement gives the Seller the right, but not the obligation, to also satisfy indemnity claims in cash. The indemnity has a $45,000 basket for many (but not all) claims, which must be met before the indemnity is triggered (and which then provides the indemnifying party must pay from the first dollar of losses). The indemnity cap for many (but not all) claims is the escrowed stock; and for certain other claims it is the aggregate shares issued to Seller. ~~There~~The ~~were~~Seller noand ~~additional~~certain ~~subsequent events~~of ~~noted~~its principals agreed to a four (4) year non-compete. All of the shares issued to Seller are subject to a lock-up and leak-out arrangement. The lock-up prohibits sale or transfer of the shares until both (a) the shares have been held for one year and (b) the Company’s stock is then publically-traded on the NASDAQ, a regional or national stock exchange or on the OTC market. Once the lock-up expires, the shares may be sold subject to the following volume limitations (the leak-out period): the maximum number of shares that ~~would~~Seller ~~require~~and ~~adjustment~~all of its stockholders may sell, in the aggregate, in each three (3) month period is that amount of the Company’s common stock equal to the greater of (x) one percent (1%) of the total number of outstanding shares of the Company’s common stock or ~~disclosure~~(y) one percent (1%) of the average reported weekly trading volume for the Company’s common stock during the four (4) weeks preceding such sale. Additionally, and as an exception to the lock-up and leak-out restrictions, Seller and its shareholders were granted certain tag-along rights tied to sales of the Company’s common stock by Bill Glaser, the Company’s president. ● On May 11, 2015 the Company invited and appointed Will Glaser to join the Company's board of directors. In consideration for joining the board of directors, the Company granted Mr. Glaser 2,000,000 options to purchase the Company’s common stock at an exercise price of $0.40. The options vest quarterly over three (3) years. To vest in ~~this~~all ~~financial~~the ~~statement~~options, Mr. Glaser must be reelected to the Board for three (3) terms of one (1) year each and fulfill each term. ● Subsequent to March 31, 2015, the company entered into various convertible promissory notes totaling $145,000. The terms of the notes range from three (3) months to one (1) year, accrue interest at 8% compounded annually, and are convertible at $0.25 per share. Two (2) of these notes totaling $25,000 contain no warrants, one (1) note totaling $20,000 contains warrants exercisable at $0.25 to purchase 80,000 shares of common stock, and three (3) notes totaling $100,000 contain warrants exercisable at $0.25 to purchase 200,000 shares of common stock.

1210

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements as of, and for the quarterly periods ended, ~~September~~March 3031, ~~2014~~ 2015 and ~~2013~~2014 and the related notes included therein. References to the “Company,” “we,” “our,” or “us” in this section refers to Rowl, Inc.

Forward-Looking Statements

Certain information contained in this Quarterly Report on Form 10-Q, as well as other written and oral statements made or incorporated by reference from time to time by the Company and its representatives in other reports, filings with the Securities and Exchange Commission, press releases, conferences or otherwise, may be deemed to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. This information includes, without limitation, statements concerning the Company's future financial position and results of operations, planned expenditures, business strategy and other plans for future operations, the future mix of revenues and business, customer retention, project reversals, commitments and contingent liabilities, future demand and industry conditions. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Generally, the words “anticipate,” “believe,” “estimate,” “expect,” “may” and similar expressions, identify forward-looking statements, which generally are not historical in nature. Actual results could differ materially from the results described in the forward-looking statements due to the risks and uncertainties set forth in this Quarterly Report on Form 10-Q, the specific risk factors identified in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2013~~ 2014, and those described from time to time in our future reports filed with the Securities and Exchange Commission.

The following discussion is qualified in its entirety by, and should be read in conjunction with, the Company's condensed financial statements, including the notes thereto, included in this Quarterly Report on Form 10-Q and the Company's Annual Report on Form 10-K for the year ended December 31, ~~2013~~ 2014.

Overview

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~~ 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. uKarma ~~subsequently~~ 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, significantly reduced Innolog’s percentage ownership of our common stock. 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. WeThe spin-off ~~intend~~was toeffected ~~complete~~on February 14, 2014, the ~~spin~~day the Spin-off aswas ~~soon~~declared aseffective ~~practicable~~by the SEC.

Following the transfer of our assets into Awesome Living, Inc., we made a decision to change the focus of our business from personal health and wellness products to developing a location-based social networking and mobile advertising platform. On ~~July 23, 2014 and~~ June 20, 2011, we changed our name from Awesome Living, Inc. to ~~Rowl~~OverNear,, Inc. and subsequently, on July 31, 2014, we changed our name from OverNear, Inc., ~~respectively~~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. To date, we have generated no revenues from our planned social networking and mobile advertising service. Our limited ~~history~~ history of operations makes prediction of future operating results difficult, and we believe that period-to-period comparisons of of our operating results should not be relied on as predictive of our future results.

On May 8, 2015, the Company’s newly formed wholly-owned subsidiary, Open Me Technologies, Inc. (“Buyer”) acquired all or substantially all of the assets of Open Me, Inc. (“Seller”) pursuant to an Asset Purchase Agreement by and among the Company, Buyer and Seller dated May 8, 2015 (the “Agreement”). The Company issued ten million (10,000,000) of its common stock to Seller as consideration for the purchase, and assumed certain liabilities of Seller. The Agreement provides for customary representations, warranties and indemnities of the parties. Twenty-five percent (25%) of the shares issued to Seller (2.5 million shares) were placed into a one-year third party escrow. Seller will receive the stock after one-year unless the Company or Buyer makes an indemnification claim during such time for breach by Seller of any of its representations, warranties or covenants in the Agreement (in which case the stock shall be held pending either (a) mutual agreement of the parties or (b) the date an of arbitration order resolving such dispute). The Agreement gives the Seller the right, but not the obligation, to also satisfy indemnity claims in cash. The indemnity has a $45,000 basket for many (but not all) claims, which must be met before the indemnity is triggered (and which then provides the indemnifying party must pay from the first dollar of losses). The indemnity cap for many (but not all) claims is the escrowed stock; and for certain other claims it is the aggregate shares issued to Seller. The Seller and certain of its principals agreed to a four (4) year non-compete. All of the shares issued to Seller are subject to a lock-up and leak-out arrangement. The lock-up prohibits sale or transfer of the shares until both (a) the shares have been held for one year and (b) the Company’s stock is then publically-traded on the NASDAQ, a regional or national stock exchange or on the OTC market. Once the lock-up expires, the shares may be sold subject to the following volume limitations (the leak-out period): the maximum number of shares that Seller and all of its stockholders may sell, in the aggregate, in each three (3) month period is that amount of the Company’s common stock equal to the greater of (x) one percent (1%) of the total number of outstanding shares of the Company’s common stock or (y) one percent (1%) of the average reported weekly trading volume for the Company’s common stock during the four (4) weeks preceding such sale. Additionally, and as an exception to the lock-up and leak-out restrictions, Seller and its shareholders were granted certain tag-along rights tied to sales of the Company’s common stock by Bill Glaser, the Company’s president.

Critical Accounting Policies and Estimates

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.

The following accounting policies, which are also described in Note 1 to our financial statements, are critical to aid the reader in fully understanding and evaluating this discussion and analysis:

~~Software~~Use ~~Development Costs~~of Estimates - ~~Research~~The ~~and~~preparation of ~~development~~financial ~~costs~~statements ~~are~~in ~~charged~~conformity towith ~~expense as incurred~~U.S. ~~However,~~GAAP ~~the~~requires ~~costs~~management ~~incurred~~to ~~for~~make ~~the~~certain ~~development of~~estimates ~~computer~~and ~~software~~assumptions that ~~will be sold, leased, or otherwise marketed are capitalized when technological feasibility has been~~affect ~~established.~~the ~~These~~reported ~~capitalized~~amounts ~~costs are subject to an ongoing assessment~~ of ~~recoverability~~assets ~~based on anticipated future revenues~~ and ~~changes~~liabilities, ~~in hardware~~ and ~~software~~the ~~technologies.~~reported ~~Amortization~~amount of ~~capitalized~~revenues ~~software~~and ~~development~~expenses ~~costs~~during ~~begins when~~ the ~~product is~~reporting ~~available for general release to customer~~period. ~~Capitalized~~Actual results ~~software~~could ~~costs~~materially ~~shall~~differ befrom ~~amortized~~these ~~on a product-by-product basis~~estimates. ~~The annual~~Significant ~~amortization~~estimates ~~shall~~include, bebut ~~the~~are ~~greater~~not oflimited ~~the amounts computed using the following: (a) the ratio that current gross revenues for a product bear~~ to, ~~the~~recoverability ~~total~~ of software ~~current~~development ~~and~~costs ~~anticipated future gross revenues for that product;~~ and ~~(b) the straight~~long-~~line~~lived ~~method over~~assets, the ~~remaining~~valuation ~~estimated~~allowance ~~economic~~related ~~life~~to ofdeferred ~~the~~tax ~~product~~assets ~~including~~and the ~~period~~fair ~~being~~value ~~reported on. As~~ of stock ~~September 30~~options, ~~2014~~warrants and ~~December~~ ~~31,~~shares ~~2013,~~issued ~~the Company had capitalized software development costs of $710,200~~ for ~~the development of a location~~non-~~based social~~cash ~~networking mobile application~~consideration. ~~During~~It ~~the~~is ~~three~~reasonably ~~and~~possible ~~nine~~that ~~months~~changes ~~ended~~in ~~September~~estimates ~~30, 2014, the Company incurred research~~will ~~and~~occur ~~development~~in ~~costs of $163,710 and $462,996; and $135,615 for~~ the ~~corresponding~~near ~~period in 2013~~term.

~~Amortization~~Software ofDevelopment ~~capitalized~~Costs - ~~software~~Research and development costs ~~began~~are oncharged ~~September~~to 4expense as incurred. However, ~~2014~~the costs incurred for the development of computer software that will be sold, leased, or otherwise marketed are capitalized when ~~the~~technological ~~product~~feasibility ~~was~~has ~~released~~been established. These capitalized costs are subject to ~~customers~~an ongoing assessment of recoverability based on anticipated future revenues and changes in hardware and software technologies. Amortization isof ~~computed~~capitalized ~~using a~~software ~~straight-line~~development ~~method~~costs ~~over~~begins when the ~~estimated~~product ~~useful~~is ~~life~~available for ofgeneral 7release ~~years~~to customers and revenues are generated. Amortization is computed as the ratio of current gross revenues for a ~~three~~product to the total of current and ~~nine~~anticipated ~~months~~future ~~ended~~gross ~~September~~revenues ~~30, 2014~~for ~~was~~the ~~$8,455~~product.

~~Net~~Impairment ~~Loss~~of ~~Per Share~~ Long-Lived ~~The~~assets ~~Company applies FASB ASC 260, “Earnings per Share.” Basic earnings (loss) per share is computed by dividing~~- ~~earnings~~The ~~(loss)~~long-lived ~~available~~assets toheld ~~common~~and ~~stockholders~~used by the ~~weighted-average~~Company ~~number~~are ofreviewed ~~common~~for ~~shares~~impairment ~~outstanding.~~no ~~Diluted~~less ~~earnings (loss)~~frequently ~~per~~than ~~share~~annually isor ~~computed~~whenever ~~similar~~events or tochanges ~~basic~~in ~~earnings~~circumstances ~~(loss)~~indicate ~~per share except~~ that the ~~denominator~~carrying isamount ~~increased~~of toan ~~include~~asset ~~additional common~~may ~~shares~~not ~~available~~be ~~upon~~recoverable. ~~exercise~~In ofthe ~~stock~~event ~~options~~that facts and ~~warrants~~circumstances indicate ~~using~~that the ~~treasury~~cost ~~stock~~of ~~method,~~any ~~except~~long-lived ~~for~~assets ~~periods~~may ~~for~~be ~~which no~~impaired, ~~common~~an ~~share~~evaluation ~~equivalents~~of ~~are~~recoverability ~~included~~is ~~because their effect would be anti-dilutive~~performed.

~~Stock~~Net ~~Based~~Loss ~~Compensation -~~Per Share - The Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ~~718~~260, “~~Stock~~Earnings per ~~Compensation,~~Share.” ~~when~~Basic ~~recording~~earnings ~~stock~~(loss) ~~based~~per ~~compensation.~~share ~~The~~are ~~fair value~~computed ofby ~~each~~dividing ~~stock~~earnings ~~option~~(loss) ~~award~~available isto ~~estimated~~common onstockholders by the ~~date~~weighted-average number of ~~grant~~common ~~using~~shares ~~the~~outstanding. ~~Black-Scholes-Merton~~Diluted ~~option~~earnings ~~valuation~~(loss) ~~model.~~per ~~Generally, all~~share ~~options~~is ~~granted~~computed ~~expire~~similar ~~ten~~to ~~years~~basic ~~from~~earnings (loss) per share except that the ~~date~~denominator ofis ~~grant.~~increased ~~Stock~~to ~~based~~include ~~compensation~~additional ~~expense~~common inshares ~~the~~available ~~amount~~upon exercise of ~~$97~~stock options,~~600~~ warrants, and ~~$338,156 was~~convertible ~~incurred~~debt ~~for~~using the ~~three~~treasury ~~and~~stock ~~nine~~method, ~~months~~except ~~ended~~for ~~September~~periods ~~30,~~for ~~2014,~~which ~~and~~no ~~$74,025~~common ~~and~~share ~~$222,075~~equivalents are ~~for~~included ~~the~~because ~~corresponding~~their ~~period~~effect ~~in 2013~~would be anti-dilutive.

~~The~~Beneficial ~~Company~~Conversion ~~accounts for~~Features ~~stock issued to non~~-~~employees~~ inIn certain ~~accordance~~instances, ~~with~~ the ~~provisions~~Company ofentered ~~FASB~~into ~~ASC~~convertible ~~505-50~~notes ~~“Equity~~that ~~Based~~provide ~~Payments~~for toan ~~Non-Employees”. FASB~~effective ~~ASC~~or ~~505-50~~actual ~~states~~rate ~~that~~of ~~equity~~conversion ~~instruments~~ that ~~are~~is below ~~issued~~market invalue, ~~exchange~~and ~~for~~ the ~~receipt~~embedded ofbeneficial ~~goods~~conversion orfeature ~~services~~(“BCF”) ~~should~~does benot ~~measured at~~qualify ~~the~~for ~~fair~~derivative ~~value~~treatment. In ofthese instances, the ~~consideration~~Company ~~received~~accounts orfor the ~~fair~~ value of the ~~equity~~BCF ~~instruments issued, whichever is more reliably measurable. The measurement date occurs~~ as ~~of the earlier of (~~a) ~~the~~debt ~~date~~discount, at which ais ~~performance~~then ~~commitment~~amortized isto ~~reached~~interest ~~or (b)~~expense ~~absent~~over ~~a performance commitment,~~ the ~~date~~life atof ~~which~~ the ~~performance~~related ~~necessary~~debt tousing ~~earn~~ the ~~equity~~effective ~~instruments~~interest ~~is complete (that is, the vesting date)~~method.

Stock Based 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 grant date, 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. In accordance with the guidance, an asset acquired in exchange for ~~the~~ 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 ~~condensed~~ balance sheets.

~~New~~The ~~Accounting Pronouncements~~Company -measures Incompensation ~~June~~expense for ~~2014,~~its ~~the~~non-employee ~~Financial~~stock-based ~~Accounting~~compensation ~~Standards~~under ~~Board~~ASC ~~issued~~505 ~~guidance related to financial statement presentation for development stage enterprises~~“Equity”. The ~~standard~~fair ~~removes~~value ~~the definition~~ of ~~a development stage entity from~~ the ~~Master~~option ~~Glossary of~~issued ~~the~~or ~~Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities~~committed ~~and~~to ~~other~~be ~~reporting~~issued ~~entities~~is ~~from~~used ~~U.S. GAAP. In addition, the standard eliminates the requirements for development stage entities~~ to ~~(1) present~~measure ~~inception-to-date information in~~ the ~~statements of income~~transaction, ~~cash flows, and shareholder equity, (2) label the financial statements~~ as ~~those~~this ofis amore ~~development~~reliable ~~stage~~than ~~entity,~~the ~~(3) disclose~~fair avalue ~~description~~ of the ~~development~~services ~~stage~~received. ~~activities~~The fair invalue ~~which the entity~~ is ~~engaged,~~measured ~~and~~at ~~(4) disclose in~~ the ~~first~~value ~~year~~of ~~in which~~ the ~~entity~~Company’s iscommon nostock ~~longer~~on athe ~~development~~date ~~stage entity~~ that ~~in prior years it had been in~~ the ~~development~~commitment ~~stage. The standard is effective~~ for ~~annual~~performance ~~reporting~~by ~~periods~~the ~~beginning after~~counterparty ~~December~~has ~~15,~~been ~~2014,~~reached ~~and~~or ~~interim~~the ~~periods~~counterparty’s ~~therein,~~performance ~~with~~is ~~early adoption permitted~~complete. AsThe afair ~~result,~~value of the ~~Company~~equity ~~adopted~~instrument ~~this~~is ~~standard~~charged directly asto ofstock-based ~~September~~compensation ~~30,~~expense ~~2014~~ and ~~eliminated~~credited ~~since~~to ~~inception~~additional ~~information~~paid-in ~~from our financial statement~~capital.

InRecent ~~May~~Accounting ~~2014,~~Pronouncements ~~the FASB issued ASU No. 2014~~-~~09,~~ ~~“Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU~~Management ~~2014-09~~does ~~amends~~not ~~the~~believe guidance for revenue recognition to replace numerous, industry specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that ~~focuses~~any onrecently ~~transfer of control~~issued, asbut ~~opposed~~not toyet ~~transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature~~effective, ~~amount,~~accounting ~~timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs~~standards, ~~ensuring~~if ~~the time value of money is considered in the transaction price~~adopted, ~~and~~will ~~allowing~~have estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a ~~cumulative-~~material effect ~~adjustment~~on ~~as of~~ the ~~date of adoption. We are currently assessing the impact the adoption of ASU 2014-09 will have on our consolidated~~ financial statements ~~and disclosures~~.

1412

Results of Continuing Operations

Following are the results of the Company's operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~ 2015 and ~~2013~~2014.

Comparison of Three Months Ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~March 31, 2014

Selling, General and Administrative (SGA) expenses - During the ~~third~~first quarter of ~~2014~~2015, our total SGA expenses were $~~874~~817,~~407~~238, while total SGA expenses during the ~~third~~first quarter of ~~2013~~2014 were $~~571~~703,~~456~~957, representing an increase of approximately 5316.1%. The increase in SGA costs is primarily attributable to ~~increased~~increases ~~salaries~~of ~~and~~approximately ~~wages~~$59,200 ~~recruitment,~~related ~~and~~to ~~equity~~the ~~compensation~~amortization ~~expenses.~~of software, $36,600 for consulting ~~These~~services, ~~expenses~~$21,000 ~~increased~~for ~~due~~employee tohealth ~~addition~~insurance, of$40,700 ~~new~~in ~~employees~~stock ~~due~~option tocompensation, ~~increased~~net ~~activities~~of reductions of approximately $32,100 in ~~the~~professional ~~launch~~services, ofand ~~our~~$19,700 ~~mobile~~in ~~application~~travel.

Research and ~~development~~ development - During the ~~third~~first quarter of ~~2014~~2015, our research and development expenses were $~~163~~57,~~710,~~775 ~~while~~compared ~~total research~~to ~~and~~$130,071 ~~development~~in ~~during~~the ~~third~~first quarter of 2014 ~~were $135~~,~~615,~~ representing ana ~~increase~~decrease of approximately 2155.6%. The ~~increase~~ reduction in research and development ~~expenses~~ is primarily ~~attributable~~due to ~~additional~~the ~~professionals~~higher costs ~~contracted~~incurred ~~for~~during ~~continuous~~the ~~development~~ first quarter of 2014 prior to the ~~product~~launch of the Company’s location-based social networking platform in September 2014. In addition, the Company started reducing not mandatory expenses in the first quarter of 2015 in order to preserve working capital.

Net Loss - We had a net loss of $1901,~~040,700~~325 during the ~~third~~first quarter of ~~2014~~2015 compared to a net loss of $~~656~~834,~~728~~108 during the ~~third~~first quarter of ~~2013~~2014. The increase in net loss is due toincrease ~~the~~in ~~various~~SGA, net of reductions in research and development a described above as well as increases related to the loss on sale of assets of approximately $19,300 and ~~selling~~amortization of beneficial conversion feature debt discounts of approximately $9,300. ~~general~~The ~~and~~sale ~~administrative~~of ~~expenses~~assets ~~increase~~was ascompleted ~~described~~in ~~above~~conjuncture with the sublease of one of the Company’s locations in Santa Monica. The amortization of debt discounts stems from convertible promissory notes that contained beneficial conversion features. There were no such notes in the first quarter of 2014.

Comparison of Nine Months Ended September 30, 2014 and 2013

Selling, General and Administrative (SGA) expenses - During the first nine months of 2014, our total SGA expenses were $2,409,049 while total SGA expenses during the first nine months of 2013 were $1,561,130, representing an increase of approximately 54%. The increase in SGA costs is primarily attributable to increased salaries and wages, recruitment, equity compensation, consulting, travel, and marketing expenses. These expenses increased due to addition of new employees and increased activities in the launch of our application.

Research and development - During the first nine months of 2014, our research and development expenses were $462,996 while total research and development expenses during the first nine months of 2013 were $135,615, representing an increase of approximately 241%. The increase in research and development expenses is primarily attributable to additional professionals contracted for continuous development of the product. There were no research and development activities during corresponding the first six months of 2013.

Net Loss - We had a net loss of $2,870,471 during the first nine months of 2014 compared to a net loss of $1,693,541 during the first nine months of 2013 due to the various research and development and selling, general and administrative expenses increase as described above.

Liquidity and Capital Resources

Cash Flows from Operating Activities

Net cash used in operating activities was $2473,~~347,906~~760 for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 while net cash used in operating activities was $1706,~~312,715~~514 for the ~~nine~~three months ended ~~September~~March 3031, ~~2013~~2014. The ~~increase~~decrease in cash used in operating activities is due primarily to an increase in stock based compensation, ~~fees~~issuance/vesting ~~related~~of tostock ~~services~~warrants, ~~provided~~common bystock ~~consultants~~for services, and ~~new~~software ~~employees~~amortization that are included in net loss, but added-back for cash flow purposes. These not cash items totaled $421,913 for the three months ended March 31, 2015 compared to $147,554 in the comparable period in 2014.

Cash Flows from Investing Activities

Net cash ~~used~~provided by in investing activities was $7450,~~514~~000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 while net cash used in investing activities was $~~190~~4,~~342~~545 for the ~~nine~~three months ended ~~September~~March 3031, ~~2013~~2014. The ~~decrease~~increase in cash ~~used~~provided inby investing activities is primarily due to ~~costs~~the sale of furniture and equipment ~~capitalized~~for $25,000 and the receipt of a sub-lease deposit of $25,000. In the first quarter of 2014 the only use of funds for ~~software~~investing activities ~~development~~was infor ~~2013~~the purchase of equipment.

Cash Flows from Financing Activities

Net cash provided by financing activities was $3295,~~421,~~000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 compared to $1,~~400~~426,~~625~~000 provided during the ~~nine~~ three months ended ~~September~~March 3031, ~~2013~~ 2014. This ~~increase~~decrease was due to ~~increase~~a decrease in proceeds from the issuance of our securities in private placement offerings of $1,381,000, net of proceeds of $250,000 for convertible promissory notes which were not present during 2014.

CAPITAL RESOURCES

As of ~~September~~March 3031, ~~2014~~ 2015, we had negative ~~positive~~ working capital of $1,~~438~~000. Subsequent to March 31,~~338~~ 2015, we raised an additional $145,000 from various convertible notes, as disclosed in Note 8 in the accompanying financial statements. 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 year. As of March 31, 2015, we had cash of $123,136.

AsWe ofplan ~~September~~to ~~30,~~engage outside contractors and ~~2014,~~consultants wewho ~~had~~are willing to be paid in stock rather than cash or a combination of ~~$1,171,112~~stock and cash. WeExpenses ~~have~~incurred that ~~obtained~~cannot ~~additional~~be ~~capital~~paid ~~through~~in anstock, ~~equity~~such ~~financing~~as audit and ~~intend~~accounting tofees, ~~continue~~will be paid in cash. There are no assurances that we will be ~~raising~~able to meet our capital requirements through ~~debt~~year-end or ~~equity~~that ~~financings~~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.

When possible, we will engage outside contractors and consultants who are willing to be paid in stock rather than cash or a combination of stock and cash. Expenses incurred that cannot be paid in stock, such as audit and accounting fees, will be paid in cash. There are no assurances that we will be able to meet our capital requirements through year-end 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 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.

Our management is actively seeking financing to continue improving our technology and platform and marketing the corresponding location-based mobile application in order to attract users. Our ability to continue as a going concern is dependent on our ability to arrange for the financing to meet these goals and on the success of our 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 relating to the year ended December 31, 2013 states that there is substantial doubt about our ability to continue as a going concern.13

~~Public~~Management ~~Offering~~of the Company is actively seeking financing to continue the marketing and 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. 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.

OnCONTRACTUAL ~~February~~OBLIGATIONS ~~14,~~AND ~~2014,~~OFF-BALANCE ~~the~~SHEET ~~SEC issued a notice of effectiveness of the Registration Statement filed by the Company to sell 10,000,000 shares of common stock at a public offering price of $0.50 per share.~~ARRANGEMENTS

16Off-Balance Sheet Arrangements

~~CONTRACTUAL~~We ~~OBLIGATIONS~~have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any 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.

WeItem ~~have certain fixed contractual obligations and commitments that include future estimated payments~~3. ~~Changes~~Quantitative ~~in our business needs, cancellation provisions, changing interest rates,~~ and ~~other~~Qualitative ~~factors~~Disclosures ~~may~~About ~~result~~Market ~~in actual payments differing from the estimates~~Risk. ~~We cannot provide certainty regarding the timing and amounts of payments.~~

~~The~~We ~~following~~are ~~table summarizes~~a ~~our~~smaller ~~total~~reporting company and byare ~~period~~not ~~contractual~~required ~~obligations~~to asprovide the ofinformation ~~September~~under ~~30,~~this ~~2014:~~item.

			Less than
Contractual Obligations	Total		1 year		1-3 Years
Legal Settlement	$	12,500	$	12,500		-
Employment Agreements	$	699,000	$	500,000	$	199,000
Office Lease	$	443,433	$	160,597	$	282,836

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company and are not required to provide the information under this item.

Item 4. Controls and Procedures.

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) (“CEO”) and Chief Financial Officer (principal financial officer) (“CFO”), 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 ~~September~~March 3031, ~~2014~~2015, 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.

A material 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:

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. 2. 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. 3. We do not have adequate review and supervision procedures for financial reporting functions. The review and supervision function of internal control relates to the accuracy of financial information reported. The failure to review and supervise could allow the reporting of inaccurate or incomplete financial information. 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 result of our review and concluded that the resulting control deficiency represented a material weakness.

2.To Weaddress dothese ~~not~~material ~~have sufficient segregation of duties within accounting functions~~weaknesses, ~~which~~management performed isadditional aanalyses ~~basic~~and ~~internal~~other ~~control.~~procedures ~~Due~~during tothe ~~our~~quarter ~~size~~ended ~~and~~March ~~nature~~31, ~~segregation~~2015 ofto ~~all~~ensure ~~conflicting~~that ~~duties~~the ~~may~~financial ~~not~~statements included ~~always~~herein befairly ~~possible~~present, ~~and~~in ~~may~~all ~~not~~material ~~be economically feasible. To the extent possible~~respects, ~~however,~~our ~~separate~~financial ~~individuals should initiate transactions~~position, ~~have~~results ~~custody~~ of ~~assets,~~operations and ~~record~~cash ~~transactions~~flows for the periods presented.

3. We do not have adequate review and supervision procedures for financial reporting functions. The review and supervision function of internal control relates to the accuracy of financial information reported. The failure to review and supervise could allow the reporting of inaccurate or incomplete financial information. 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 result of our review and concluded that the resulting control deficiency represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures during the quarter ended September 30, 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.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

1714

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently involved in any material legal proceedings, and we are not aware of any material legal proceedings pending or threatened against us. We are also not aware of any material legal proceedings involving any of our directors, officers, or affiliates or any owner of record or beneficially 5% of any class of our voting securities.

Item 1A. Risk Factors.

Not required of smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the ~~third quarter~~three ofmonths ~~2014,~~ended weMarch ~~raised $50~~31,~~000~~ 2015, ~~via~~ the ~~issuance~~company ~~162~~sold 112,500 shares of ~~common~~the ~~stock~~Company’s ~~with warrants to purchase 100,000 shares of~~ common stock to accredited investors in a private placement memorandum. The warrants have an exercise price of $0.50 per share and expire five years from the date of issue. These transactions were made in reliance upon exemptions from registration under Section 4(2) of the Securities Act. The certificates to be issued for these unregistered securities will contain a legend stating that the securities have not been registered under the Securities Act and setting forth the restrictions on the transferability and the sale of the securities. No underwriter participated in$45, ~~nor did we pay any commissions or fees to any underwriter, in this transaction~~000. These transactions did not involve a public offering. The recipients were knowledgeable about our operations and financial condition. The recipients had knowledge and experience in financial and business matters that allowed them to evaluate the merits and risk of receipt of these securities.

OnDuring ~~July~~the ~~22, 2014,~~three ~~the~~months ~~Company~~ended ~~entered~~March ~~into~~31, an2015, ~~advisory~~the ~~service~~Company ~~agreement~~issued ~~pursuant to which it granted a warrant to purchase 2~~283,~~664,000~~485 shares of the Company’s common stock atfor anconsulting ~~exercise~~services, ~~price~~with a value of $~~0.25.~~113,394, ~~The~~based ~~warrant~~on ~~vests~~the ~~immediately and has a term of 10 years. The~~ fair market value of the ~~warrant~~Company’s ~~using~~common ~~Black-Scholes-Merton~~stock ~~model~~on ~~was~~the ~~determined~~date toof ~~be $402,940~~grant.

OnDuring ~~August~~the 1,first quarter of 2014, we raised ~~the~~$1,426,000 ~~Company~~via ~~issued~~the 10issuance 5,704,000 shares of ~~its~~common stock with warrants to purchase an equal amount of shares of common stock to ~~valued~~accredited atinvestors in a private placement memorandum. The warrants have an exercise price of $0.50 per share and expire five years from the date of issue. These transactions were made in reliance upon exemptions from registration under Section 4(2) of the Securities Act. The certificates to be issued for these unregistered securities will contain a legend stating that the securities have not been registered under the Securities Act and setting forth the restrictions on the transferability and the sale of the securities. No underwriter participated in,~~090~~ nor did we pay any commissions or fees to any underwriter, in ~~connection~~this transaction. ~~with~~These ~~promotional~~transactions ~~contract~~did not involve a public offering. The recipients were knowledgeable about our operations and financial condition. The recipients had knowledge and experience in financial and business matters that allowed them to evaluate the merits and risk of receipt of these securities.

On ~~August~~March 2226, 2014, the Company ~~entered~~issued ~~into a marketing agreement pursuant~~ to its ~~which~~officers ~~it granted a warrant to purchase 1~~2,000,000 shares of ~~the~~preferred ~~Company’s common~~stock designated as series B preferred stock at(“Series anB ~~exercise~~Preferred ~~price~~Stock”). The holders of ~~$0.25.~~Series ~~The~~B ~~warrant~~Preferred ~~over~~Stock 2are ~~years~~entitled asto ~~follows:~~the ~~(a)~~equivalent ~~250,000~~of ~~shares~~100 ~~after~~votes ~~six~~of ~~months~~common ~~(b)~~stock ~~remaining at~~for ~~the~~each ~~rate~~share of ~~181,250~~Series ~~shares~~B Preferred atstock ~~the~~held. The ~~end~~holders of ~~every~~Series ~~three~~B ~~months,~~Preferred ~~thereafter.~~stock ~~The~~have ~~warrant~~no ~~has~~other arights, ~~term~~such ofas 10conversion ~~years.~~or liquidation. The fair value of the ~~warrant~~Series ~~using~~B ~~Black-Scholes-Merton~~Preferred ~~model~~Stock on the date of issuance was determined to be $~~161~~2,~~336~~000 and was recorded as officers’ compensation.

On February 1, 2014, the Company entered into a software development agreement pursuant to which it granted a warrant to purchase 125,000 shares of the Company’s common stock at an exercise price of $0.25. The warrant vests over 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 warrant has a term of 5 years. The fair value of the warrant using Black Scholes model was determined to be $12,625.

On January 22, 2014, the Company entered into a consulting services agreement. In connection with the agreement, the Company granted 300,000 shares of its common stock.

These issuances were exempt from registration requirements in reliance on Section 4(2) of the Securities Act.

Item 3. Defaults Upon Senior Securities

There were no defaults upon senior securities during the quarter ended ~~September~~March 3031, ~~2014~~2015.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

~~None~~On April 10, 2015, the Company appointed Michael Portera and C. Edward Carter to the Company's board of directors. On April 28, 2015, in connection with becoming a Director, the Company granted Mr. Carter a stock option to purchase 1,500,000 shares of the Company’s common stock at an exercise price of $0.40, which vests quarterly in equal installments over three (3) years. On May 7, 2015, the Company appointed Mr. Portera as the Treasurer of the Company.

18On May 6, and effective April 30, 2015, the Company entered into a Separation Agreement with its former Chief Executive Officer and Chief Financial Officer, Fred Tannous. As part of the agreement, the Company agreed to pay Mr. Tannous $100 severance and Mr. Tannous waived all severance payments and commitments under his employment agreement. In connection with his resignation, Mr. Tannous returned, and the Company will cancel and retire 1,000,000 shares of the Company’s Series B Preferred Stock which provided Mr. Tannous with substantial voting power. Mr. Tannous further agreed to forfeit his 10,000,000 stock options, 9,000,000 of which were vested as of the separation date. Concurrently with the separation agreement noted above, the Company entered into a consulting agreement with Mr. Tannous for a term of six months, which provides for monthly payments of $10,000, and other rent and phone allowances that were paid for by the Company prior to the separation.

On May 12, 2015, the Company appointed Will Glaser to the Company's board of directors, effective May 11, 2015. On May 11, 2015, in connection with becoming a Director, the Company granted Mr. Glaser a stock option to purchase 2,000,000 shares of the Company’s common stock at an exercise price of $0.40, which vests quarterly in equal installments over three (3) years.

Item 6. Exhibits

Exhibit No.		Exhibit Description
2.1		Contribution Agreement between uKarma and Awesome Living (1)
3.1		Articles of Incorporation (2)
3.2		Bylaws of Awesome Living (1)
31.1		Section 302 Certification by the Registrant’s Principal Executive Officer ~~and Principal Financial Officer~~ *
32.1		Section 906 Certification by the Registrant’s Principal Executive Officer and Principal Financial 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 **
32.2		Section 906 Certification by the Registrant’s Principal Financial Officer **
101.INS		XBRL Instance Document (3)
101.SCH		XBRL Taxonomy Extension Schema (3)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase (3)
101.DEF		XBRL Taxonomy Extension Definition Linkbase (3)
101.LAB		XBRL Taxonomy Extension Label Linkbase (3)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase (3)

* Filed herewith.

** Furnished herewith.

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

(1)	Filed on September 15, 2010 as an exhibit to our Registration Statement on Form 10, and incorporated herein by reference.
(2)	Filed on August 5, 2011 as an exhibit to our Quarterly Report on Form 10-Q, and incorporated herein by reference.
(3)	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

~~(2) Filed on August 5, 2011 as an exhibit to our Quarterly Report on Form 10-Q, and incorporated herein by reference.~~16

(3) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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

	ROWL, INC.
	(Registrant)
Date: November 14, 2014	By:	/s/ Fred E. Tannous
Date: May 15, 2015	By:	/s/ Bill Glaser
		Fred E. Tannous
		Bill Glaser
		Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial & Accounting Officer)
		President
		(Principal Executive Officer)

	ROWL, INC.
	(Registrant)

Date: May 15, 2015	By:	/s/ Michael Portera
		Michael Portera
		Treasurer
		(Principal Financial & Accounting Officer)

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